<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1998
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-64261
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-49965
POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT NO. 33-57104
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-47105
POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT NO. 33-45228
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-15230
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-13062
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 2-98344
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-15266
POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRATION STATEMENT NO. 33-20950
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-40485
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-45266
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-58144
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-55295
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN CORPORATION
(EXACT NAME OF REGISTRANT, AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
DELAWARE 13-2624428
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY J. HORAN
CORPORATE SECRETARY
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
NEILA B. RADIN, ESQ.
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
(continued on next page)
================================================================================
<PAGE> 2
(continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) UNIT OR SHARE(2)(3) OFFERING PRICE(3)(4) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, Debt
Warrants, Preferred
Stock, Depositary
Shares(5), Preferred
Stock Warrants, Common
Stock, Common Stock
Warrants and Currency
Warrants(6)(7) -- -- $3,000,000,000 $885,000(8)
===================================================================================================================
</TABLE>
(1) If any Debt Securities are issued at an original issue discount, then such
greater principal amount as shall result in an aggregate initial offering
price of $3,000,000,000. In no event will the aggregate initial offering
price of Debt Securities, Debt Warrants, Preferred Stock, Depositary Shares,
Preferred Stock Warrants, Common Stock, Common Stock Warrants and Currency
Warrants issued under this Registration Statement and not previously
registered under the Securities Act of 1933, as amended (the "Securities
Act"), exceed $3,000,000,000 or the equivalent thereof in one or more
foreign currencies or composite currencies, including European Currency
Units.
(2) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act.
(3) The proposed maximum offering price per unit or share will be determined
from time to time by the Registrant in connection with, and at the time of,
the issuance by the Registrant of the securities registered hereunder.
(4) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457(o) of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act.
(5) Such indeterminate number of Depositary Shares to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement. In the event the Registrant
elects to offer to the public fractional interests in shares of the
Preferred Stock registered hereunder, Depositary Receipts will be
distributed to those persons purchasing such fractional interests and such
shares will be issued to the Depositary under the Deposit Agreement.
(6) No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, other
securities registered hereunder.
(7) This Registration Statement also covers an indeterminate amount of Debt
Securities and Warrants that may be offered by affiliates of the Registrant,
including Chase Securities Inc., in connection with offers and sales related
to secondary market transactions in securities that have previously been
registered by the Registrant or its predecessors pursuant to the
below-referenced registration statements. Accordingly, this Registration
Statement constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 33-64261, Post-Effective Amendment No. 3 to Registration
Statement No. 33-49965, Post-Effective Amendment No. 5 to Registration
Statement No. 33-57104, Post-Effective Amendment No. 4 to Registration
Statement No. 33-47105, Post-Effective Amendment No. 5 to Registration
Statement No. 33-45228, Post-Effective Amendment No. 4 to Registration
Statement No. 33-15230, Post-Effective Amendment No. 4 to Registration
Statement No. 33-13062, Post-Effective Amendment No. 4 to Registration
Statement No. 2-98344, Post-Effective Amendment No. 3 to Registration
Statement No. 33-15266, Post-Effective Amendment No. 6 to Registration
Statement No. 33-20950, Post-Effective Amendment No. 4 to Registration
Statement No. 33-40485, Post-Effective Amendment No. 3 to Registration
Statement No. 33-45266, Post-Effective Amendment No. 3 to Registration
Statement No. 33-58144 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-55295.
(8) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act, this Registration Statement
contains a Prospectus that also relates to the $1,227,469,086 of Debt
Securities, Debt Warrants, Preferred Stock, Depositary Shares, Preferred
Stock Warrants, Common Stock, Common Stock Warrants and Currency Warrants
registered on the Registration Statement on Form S-3 (No. 33-64261)
(relating to an aggregate $3,000,000,000 of debt securities, debt warrants,
preferred stock, depositary shares, preferred stock warrants, common stock,
common stock warrants and currency warrants) previously filed by the
Registrant and declared effective on December 18, 1996 and as to which a
filing fee of $1,034,483 was paid. This Registration Statement constitutes
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-3 (No. 33-64261) and such Post-Effective Amendment shall hereafter
become effective concurrently with the effectiveness of this Registration
Statement and in accordance with Section 8(c) of the Securities Act.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE> 3
EXPLANATORY NOTE
The second prospectus filed with this Registration Statement is a form of
market maker prospectus intended for use by direct or indirect wholly-owned
subsidiaries of The Chase Manhattan Corporation, including Chase Securities
Inc., in connection with offers and sales related to secondary market
transactions in debt securities, preferred stock and warrants that have been
previously registered by The Chase Manhattan Corporation or its predecessors
under the Securities Act of 1933 pursuant to the above-referenced registration
statements and in certain debt securities, preferred stock and warrants that are
initially offered and sold by or on behalf of The Chase Manhattan Corporation
after the effective date of this Registration Statement. The market maker
prospectus is in addition to, and not in substitution for, the prospectuses
relating to the above-referenced registration statements currently on file with
the Securities and Exchange Commission.
<PAGE> 4
[Chase Manhattan Logo]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
------------------------
WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
------------------------
THIS PROSPECTUS IS DATED , 1998
<PAGE> 5
SUMMARY
This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the terms
of our securities, you should carefully read this document with the attached
prospectus supplement that together give the specific terms of the securities we
are offering. You should also read the documents we have referred you to in
"Where You Can Find More Information About The Company" on page 5 for
information on our company and our financial statements. Certain capitalized
terms used in this summary are defined elsewhere in this prospectus.
THE CHASE MANHATTAN CORPORATION
Our company is a registered bank holding company. Through various
subsidiaries, we conduct domestic and international financial services
businesses. At March 31, 1998, we were the largest banking institution in the
United States, with $366 billion in assets and $22 billion in stockholders'
equity.
Our principal bank subsidiaries are The Chase Manhattan Bank, headquartered
in New York, Chase Manhattan Bank USA, National Association, headquartered in
Delaware, and Chase Bank of Texas, National Association, headquartered in Texas.
Our principal non-bank subsidiary is Chase Securities Inc., which is engaged in
securities underwriting and dealing.
On March 31, 1996, The Chase Manhattan Corporation merged into Chemical
Banking Corporation, which changed its name to "The Chase Manhattan
Corporation." The merger was accounted for as a pooling-of-interests. Therefore,
the information in this prospectus, the accompanying prospectus supplement and
the other documents we file with the SEC is stated on a combined basis as if the
merger had been in effect for all periods presented.
THE SECURITIES WE MAY OFFER
This prospectus is part of a registration statement (No. 333- ) (the
"Registration Statement") that we filed with the SEC utilizing a "shelf"
registration process. Under this shelf process, we may offer from time to time
up to $4,227,469,086 of any of the following securities, either separately or in
units: debt, preferred stock, depositary shares, common stock and warrants. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
DEBT SECURITIES
We may offer unsecured general obligations of our company, which may be
senior (the "Senior Securities") or subordinated (the "Subordinated
Securities"). The Senior Securities and the Subordinated Securities are together
referred to in this prospectus as the "Debt Securities". The Senior Securities
will have the same rank as all of our other unsecured, unsubordinated debt. The
Subordinated Securities will be entitled to payment only after payment on our
Senior Indebtedness (as described below). In addition, under certain
circumstances relating to our insolvency or a similar event, the Subordinated
Securities will be entitled to payment only after the payment of claims relating
to Additional Senior Obligations (as described below).
The Senior Securities will be issued under an indenture between us and
Bankers Trust Company, as trustee. The Subordinated Securities will be issued
under an indenture between us and U.S. Bank Trust National Association, as
trustee. We have summarized certain general features of the Debt Securities from
the indentures. We encourage you to read the indentures (which are exhibits to
the Registration Statement) and our recent periodic and current reports that we
file with the SEC. Directions on how you can get copies of these reports are
provided on page 5.
We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the Debt Securities
will generally have a junior position to claims of creditors of our subsidiaries
(except to the extent that our company is recognized as a creditor of those
subsidiaries). Claims of creditors of our subsidiaries other than our company
include substantial amounts of long-term debt, deposit liabilities, federal
funds purchased, securities sold under
2
<PAGE> 6
repurchase agreements, commercial paper and other short-term borrowings.
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED SECURITIES
- Neither indenture limits the amount of debt that we may issue or provides
holders any protection should there be a highly leveraged transaction,
recapitalization or restructuring involving our company.
- The indentures allow us to merge or consolidate with another company, or
to sell all or substantially all of our assets to another company. If
these events occur, the other company will be required to assume our
responsibilities relating to the Debt Securities, and we will be released
from all liabilities and obligations.
- The indentures provide that holders of a majority of the total principal
amount of outstanding Debt Securities of any series may vote to change
certain of our obligations or certain of your rights concerning the Debt
Securities of that series. However, to change the amount or timing of
principal, interest or other payments under the Debt Securities, every
holder in the series must consent.
- If an Event of Default (as described below) occurs with respect to any
series of Debt Securities, the trustee or holders of 25% of the
outstanding principal amount of that series may declare the principal
amount of the series immediately payable. However, holders of a majority
of the principal amount may rescind this action.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR SECURITIES
We have agreed in the indenture relating to the Senior Securities that we
and our subsidiaries will not sell voting stock of The Chase Manhattan Bank, and
that The Chase Manhattan Bank will not issue its voting stock, unless the sale
or issuance is for fair market value and we and our subsidiaries would own at
least 80% of the voting stock of The Chase Manhattan Bank following the sale or
issuance. This covenant would not prevent us from completing a merger,
consolidation or sale of substantially all of our assets. In addition, this
covenant would not prevent the merger or consolidation of The Chase Manhattan
Bank into another domestic bank if our company and its subsidiaries would own at
least 80% of the voting stock of the successor entity after the merger or
consolidation.
If we satisfy certain conditions in the indenture relating to the Senior
Securities, we may discharge that indenture at any time by depositing with the
trustee sufficient funds or government obligations to pay the Senior Securities
when due.
Events of Default. The indenture relating to the Senior Securities
provides that the following are events of default:
- Interest not paid for 30 days after due date.
- Principal or premium not paid when due.
- Sinking fund payment not paid for 5 days after due date.
- Covenant breach continues for 60 days after notice.
- Principal payment default on debt (including Senior Securities of other
series) having an aggregate principal amount of more than $25,000,000 is
not rescinded within 30 days after notice.
- Acceleration of more than $25,000,000 aggregate principal amount of debt
(including Senior Securities of other series) is not rescinded within 30
days after notice.
- Occurrence of certain bankruptcy or insolvency events.
- Occurrence of any other event of default specified in the prospectus
supplement.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SUBORDINATED SECURITIES
The Subordinated Securities will be subordinated to all "Senior
Indebtedness", which includes all indebtedness for money borrowed by us, except
indebtedness that is stated to be not superior to, or to have the same rank as,
the Subordinated Securities. At March 31, 1998, approximately $4.2 billion of
Senior Indebtedness was outstanding.
In an insolvency of or similar event relating to our company, creditors
holding "Additional Senior Obligations" would also be entitled to full payment
before any amounts could be distributed to holders of the Subordinated
Securities. Additional Senior Obligations include indebtedness for claims under
derivative products, including interest, foreign exchange and commodity
contracts, but excluding claims under Senior Indebtedness or claims under
3
<PAGE> 7
obligations having the same rank as, or ranking junior to, the Subordinated
Securities. At March 31, 1998, approximately $5.4 billion of Additional Senior
Obligations were outstanding.
Events of Default. The indenture relating to the Subordinated Securities
provides that the following are events of default:
- Occurrence of certain bankruptcy or insolvency events.
- Occurrence of any other event of default specified in the prospectus
supplement.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $1 per share in one or more
series (the series being offered are referred to as "Preferred Stock"). We will
determine the dividend, voting, conversion and other rights of the series being
offered and the terms and conditions relating to its offering and sale at the
time of the offer and sale. We may also issue fractional shares of Preferred
Stock that will be represented by Depositary Shares and Depositary Receipts.
COMMON STOCK
We may issue our common stock, par value $1 per share (the "Common Stock").
Holders of Common Stock are entitled to receive dividends when declared by the
Board of Directors (subject to rights of preferred stock holders). Each holder
of Common Stock is entitled to one vote per share. The holders of Common Stock
have no preemptive rights or cumulative voting rights.
WARRANTS
We may issue warrants for the purchase of Debt Securities, Preferred Stock
or Common Stock ("Securities Warrants"). We may also issue warrants for the cash
value in U.S. dollars of the right to purchase or sell foreign or composite
currencies ("Currency Warrants"). We may issue warrants independently or
together with other securities.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The consolidated ratios of earnings to fixed charges and the ratios of
earnings to combined fixed charges and preferred stock dividend requirements are
as follows:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits............ 1.62 1.82 1.66 1.90 1.86 1.62
Including Interest on Deposits............ 1.31 1.43 1.32 1.41 1.42 1.31
Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements:
Excluding Interest on Deposits............ 1.59 1.77 1.60 1.82 1.76 1.52
Including Interest on Deposits............ 1.30 1.41 1.30 1.38 1.38 1.27
</TABLE>
For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one-third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one-third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest.
4
<PAGE> 8
WHERE YOU CAN FIND MORE INFORMATION
ABOUT THE COMPANY
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 23,
1998, March 17, 1998, April 21, 1998 and May 20, 1998;
(d) The descriptions of our Common Stock and Preferred Stock contained in
our Registration Statements filed under Section 12 of the Securities Exchange
Act of 1934.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Office of the Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
212-270-4040
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT. WE HAVE AUTHORIZED NO
ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF
THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.
5
<PAGE> 9
THE CHASE MANHATTAN CORPORATION
GENERAL
The Chase Manhattan Corporation (the "Company", which may be referred to as
"we" or "us") is a bank holding company registered under the Bank Holding
Company Act of 1956. We were organized as a Delaware corporation in 1968. As of
March 31, 1998, we were the largest banking institution in the United States,
with $366 billion in assets and $22 billion in stockholders' equity.
We conduct domestic and international financial services businesses through
various bank and non-bank subsidiaries. Our principal bank subsidiaries are The
Chase Manhattan Bank, a New York banking corporation (the "Bank"), Chase
Manhattan Bank USA, National Association, headquartered in Delaware ("Chase
USA"), and Chase Bank of Texas, National Association, headquartered in Texas
("Chase Texas"). Our principal non-bank subsidiary is Chase Securities Inc.
("CSI"), which is engaged in securities underwriting and dealing activities.
On March 31, 1996, The Chase Manhattan Corporation ("heritage Chase")
merged into Chemical Banking Corporation, which changed its name to "The Chase
Manhattan Corporation." The merger was accounted for as a pooling-of-interests.
Therefore, the information in this prospectus, the accompanying prospectus
supplement and the other documents we file with the SEC are stated on a combined
basis as if the merger had been in effect for all periods presented.
BUSINESS
Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.
Global Banking
Global Banking provides financing, advisory, sales and trading, trade
finance, asset management and private banking services. Clients include
corporations, institutions, governments and wealthy individuals located around
the world. Global Banking operates in more than 50 countries, including major
operations in all key international financial centers. Chase Texas (other than
its consumer and global services businesses) is also included in Global Banking.
Chase Technology Solutions
Chase Technology Solutions combines the Company's global services
businesses, information technology and operations, and electronic commerce
initiatives into a single group. Global services is a leading provider of
information and transaction services globally and includes custody, cash
management, trust and other fiduciary services.
National Consumer Services
National Consumer Services included, as of March 31, 1998, the
fourth-largest bank credit card issuer in the U.S., the third-largest originator
and servicer of residential mortgages in the U.S., and a leading provider of
auto financing and other consumer lending products. The Company and its
subsidiaries maintain a leading market share position in the New York
metropolitan tri-state area in serving the financial needs of consumers. We
offer customers convenient access to financial services by telephone, personal
computer and the internet and have the most branches and automated teller
machines in the New York metropolitan tri-state area. National Consumer Services
also has a small international consumer presence.
USE OF PROCEEDS
The net proceeds we receive from the sale of the securities offered by this
prospectus and the accompanying prospectus supplement will be used for general
corporate purposes. General corporate purposes may include the repayment of
debt, investments in or extensions of credit to our subsidiaries, redemption of
preferred stock, or the financing of possible acquisitions or business
expansion. The net proceeds may be invested temporarily or applied to repay
short-term debt until they are used for their stated purpose.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms that may apply to the Debt Securities. The particular
terms of any Debt Securities will be described in the
6
<PAGE> 10
prospectus supplement relating to those Debt Securities.
The Debt Securities will be either our senior debt securities (the "Senior
Securities") or our subordinated debt securities (the "Subordinated
Securities"). The Senior Securities will be issued under an Indenture dated as
of December 1, 1989, as amended (the "Senior Indenture"), between us and Bankers
Trust Company, as Trustee. The Subordinated Securities will be issued under an
Indenture dated as of April 1, 1987, as amended and restated as of December 15,
1992, and as further amended (the "Subordinated Indenture"), between us and U.S.
Bank Trust National Association, as Trustee. The Senior Indenture and the
Subordinated Indenture are together called the "Indentures".
The following summary of certain provisions of the Indentures is not
complete. You should refer to the Indentures, copies of which are exhibits to
the registration statement of which this prospectus is a part (Registration
Statement File No. 333- ; the "Registration Statement"). Section references
below are to the section in the applicable Indenture. Capitalized terms have the
meanings assigned to them in the applicable Indenture. The referenced sections
of the Indentures and the definitions of capitalized terms are incorporated by
reference.
Neither Indenture limits the amount of Debt Securities that we may issue.
Each Indenture provides that Debt Securities may be issued up to the principal
amount authorized by us from time to time. The Senior Securities will be
unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The Subordinated Securities will be unsecured and will be
subordinated and junior to all Senior Indebtedness (as defined below under
"Subordinated Securities -- Subordination"). In addition, under certain
circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Company, the Subordinated Securities will be junior to all
Additional Senior Obligations (as defined and to the extent set forth below
under "Subordinated Securities -- Subordination").
The Company is a holding company that conducts substantially all of its
operations through subsidiaries. As a result, claims of the holders of the Debt
Securities will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that the Company may itself be recognized as
a creditor of those subsidiaries. Claims of creditors of our subsidiaries other
than the Company include substantial amounts of long-term debt, deposit
liabilities, federal funds purchased, securities sold under repurchase
agreements, commercial paper and other short-term borrowings.
The Debt Securities may be issued in one or more separate series of Senior
Securities and/or Subordinated Securities. The prospectus supplement relating to
the particular series of Debt Securities being offered will specify the
particular amounts, prices and terms of those Debt Securities. These terms may
include:
- the title and type of the Debt Securities;
- any limit on the aggregate principal amount or aggregate initial offering
price of the Debt Securities and the amount payable upon acceleration;
- the purchase price of the Debt Securities;
- the dates on which the principal of the Debt Securities will be payable;
- the interest rates (including the interest rates, if any, applicable to
overdue payments) of the Debt Securities, or the method for determining
those rates, and the interest payment dates for the Debt Securities;
- the places where payments may be made on the Debt Securities;
- any mandatory or optional redemption provisions applicable to the Debt
Securities;
- any sinking fund or analogous provisions applicable to the Debt
Securities;
- the authorized denominations of the Debt Securities (if other than $1,000
and integral multiples of $1,000);
- if other than U.S. dollars, the currency or currencies, including
European Currency Units ("ECU"), the euro and other composite currencies,
in which payments on the Debt Securities will be payable (which
currencies may be different for principal, premium and interest
payments);
- any conversion or exchange provisions applicable to the Debt Securities;
- any Events of Default applicable to the Debt Securities (if not set forth
in the applicable Indenture); and
- any other specific terms of the Debt Securities.
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Some of the Debt Securities may be issued as original issue discount Debt
Securities (the "Original Issue Discount Securities"). Original Issue Discount
Securities bear no interest or bear interest at below-market rates and will be
sold at a discount below their stated principal amount. The prospectus
supplement will also contain any special tax, accounting or other information
relating to Original Issue Discount Securities or relating to certain other
kinds of Debt Securities that may be offered, including Debt Securities linked
to an index or payable in currencies other than U.S. dollars.
The Debt Securities will be issued only in fully registered form without
coupons. The Indentures also provide that Debt Securities of a series may be
issued as permanent global Debt Securities. See "Permanent Global Debt
Securities" below. No service charge will be made for any transfer or exchange
of Debt Securities, but we may require payment of any taxes or other
governmental charges.
Unless otherwise specified in the prospectus supplement, principal of (and
premium, if any) and interest, if any, on the Debt Securities will be payable at
the corporate trust office of the Bank in New York City. Transfers or exchanges
of Debt Securities may be made at the same location. Payment of interest on any
Debt Securities may be made at our option by check mailed to the registered
holders of the Debt Securities at their registered addresses. In connection with
any payment on a Debt Security, we may require the holder to certify information
to the Company. In the absence of such certification, we may rely on any legal
presumption to enable us to determine our responsibilities, if any, to deduct or
withhold taxes, assessments or governmental charges from such payment.
Neither Indenture limits our ability to enter into a highly leveraged
transaction or provides special protection to holders of Debt Securities in the
event of such a transaction. In addition, neither Indenture provides special
protection in the event of a sudden and dramatic decline in the credit quality
of the Company resulting from a takeover, recapitalization or similar
restructuring of the Company.
The Debt Securities may be issued upon the exercise of warrants ("Debt
Warrants") issued with other Debt Securities or upon exchange or conversion of
exchangeable or convertible Debt Securities. The prospectus supplement will
describe the specific terms of any Debt Warrants or of any exchangeable or
convertible securities. It will also describe the specific terms of the Debt
Securities issuable upon the exercise, exchange or conversion of those
securities. See "Description of Securities Warrants" below.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured general obligations of the
Company, will constitute Senior Indebtedness (as defined below) of the Company,
and will have the same rank as our other Senior Indebtedness.
Limitation on Disposition of Stock of the Bank. The Senior Indenture
contains a covenant by us that, so long as any of the Senior Securities are
outstanding (but subject to our rights in connection with our consolidation or
merger with or into another person or a sale of our assets), neither we nor any
Intermediate Subsidiary (as defined below) will dispose of any shares of Voting
Stock of the Bank (or any securities convertible into, or options, warrants or
rights to purchase shares of Voting Stock of the Bank), except to the Company or
an Intermediate Subsidiary. In addition, the covenant provides that neither we
nor any Intermediate Subsidiary will permit the Bank to issue any shares of its
Voting Stock (or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of its Voting Stock), nor will we permit any
Intermediate Subsidiary to cease to be an Intermediate Subsidiary. These
restrictions will not apply if (i) any disposition of Voting Stock of the Bank
(or any securities convertible into, or options, warrants or rights to purchase
shares of Voting Stock of the Bank) is made for fair market value, as determined
by our Board of Directors of the Company or the Intermediate Subsidiary, and
(ii) after giving effect to the transaction, we and any one or more of our
Intermediate Subsidiaries will collectively own at least 80% of the issued and
outstanding Voting Stock of the Bank (or any successor to the Bank) free and
clear of any security interest. The above covenant also does not restrict the
Bank from being consolidated with or merged into another domestic banking
corporation, if after the merger or consolidation the Company, or its successor,
and any one or more Intermediate Subsidiaries own at least 80% of the Voting
Stock of the resulting bank and no Event of Default, (and no event which, after
notice or lapse of time or both, would become an Event of Default), shall have
happened and be continuing. An Intermediate Subsidiary is defined in the Senior
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Indenture as a Subsidiary (i) that is organized under the laws of any domestic
jurisdiction and (ii) of which all the shares of capital stock, and all
securities convertible into, and options, warrants and rights to purchase shares
of such capital stock, are owned directly by the Company, free and clear of any
security interest. The above covenant does not prevent the Bank from engaging in
a sale of assets to the extent otherwise permitted by the Senior Indenture.
(Section 1006).
Events of Default. The Senior Indenture defines an Event of Default with
respect to any series of Senior Securities as any one of the following events:
(i) default in payment of interest on any Senior Security of that
series and continuance of that default for 30 days;
(ii) default in the payment of principal of (or premium, if any, on)
any Senior Security of that series at Maturity;
(iii) default in the deposit of any sinking fund payment and
continuance of that default for 5 days;
(iv) failure by the Company for 60 days after notice to perform any of
the other covenants or warranties in the Senior Indenture applicable to
that series;
(v)(A) failure by the Company to pay indebtedness for borrowed money,
including Senior Securities of other series, in an aggregate principal
amount exceeding $25,000,000, at the date of final maturity or the
expiration of any applicable grace period or (B) acceleration of the
maturity of any of the Company's indebtedness for borrowed money, including
Senior Securities of other series, in an aggregate principal amount
exceeding $25,000,000, if such failure to pay or acceleration results from
a default under the instrument giving rise to, or securing, such
indebtedness for money borrowed and is not rescinded or annulled within 30
days after due notice, unless such default is contested in good faith by
appropriate proceedings;
(vi) certain events of bankruptcy, insolvency or reorganization of the
Company or the Bank; and
(vii) any other Event of Default specified with respect to Senior
Securities of that series. (Section 501).
If any Event of Default with respect to Senior Securities of any series
occurs and is continuing, either the Trustee or the holders of not less than 25%
in principal amount of the Outstanding Senior Securities of that series may
declare the principal amount (or, if the Senior Securities of that series are
Original Issue Discount Securities, a specified portion of the principal amount)
of all Senior Securities of that series to be due and payable immediately. No
such declaration is required upon certain events of bankruptcy. Subject to
certain conditions, the declaration may be annulled and past defaults (except
uncured payment defaults and certain other specified defaults) may be waived by
the holders of a majority in principal amount of the Outstanding Senior
Securities of that series. (Sections 502 and 513).
The prospectus supplement will describe any particular provisions relating
to the acceleration of the Maturity of a portion of the principal amount of
Original Issue Discount Securities upon an Event of Default.
The Senior Indenture requires the Trustee to, within 90 days after the
occurrence of a default known to it with respect to any outstanding series of
Senior Securities, give the holders of that series notice of the default if
uncured or not waived. However, the Trustee may withhold this notice if it
determines in good faith that the withholding of this notice is in the interest
of those holders, except that the Senior Trustee may not withhold this notice in
the case of a payment default. The above notice shall not be given until 60 days
after the occurrence of a default in the performance of a covenant in the Senior
Indenture other than a covenant to make payment. The term "default" for the
purpose of this provision means any event that is, or after notice or lapse of
time or both would become, an Event of Default with respect to Senior Securities
of that series. (Section 602).
Other than the duty to act with the required standard of care during a
default, the Trustee is not obligated to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the holders of
Senior Securities, unless the holders shall have offered to the Trustee
reasonable security or indemnity. (Section 603). The Senior Indenture provides
that the holders of a
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majority in principal amount of Outstanding Senior Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or other power conferred on
the Trustee. However, the Trustee may decline to act if such direction is
contrary to law or the Senior Indenture. (Section 512).
The Senior Indenture includes a covenant that the Company will file
annually with the Trustee a certificate of no default, or specifying any default
that exists. (Section 1007).
Defeasance and Covenant Defeasance. The Senior Indenture contains a
provision that, if made applicable to any series of Senior Securities, permits
the Company to elect (i) to defease and be discharged from all of our
obligations (subject to limited exceptions) with respect to any such series of
Senior Securities then outstanding ("defeasance") and/or (ii) to be released
from our obligations under certain covenants and from the consequences of an
event of default resulting from a breach of those covenants or a cross-default
("covenant defeasance"). To make either of the above elections, we must deposit
in trust with the Trustee money and/or U.S. Government Obligations which through
the payment of principal and interest in accordance with their terms will
provide sufficient money, without reinvestment, to repay in full such Senior
Securities. As a condition to defeasance or covenant defeasance, we must deliver
to the Trustee an Opinion of Counsel that the holders of the Senior Securities
will not recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance or covenant defeasance. That opinion, in the case of
defeasance under clause (i) above, must refer to and be based upon a ruling we
received from the Internal Revenue Service or which was published as a revenue
ruling or upon a change in applicable Federal income tax law.
Under Federal income tax law as of the date of this prospectus, defeasance
would likely be treated as a taxable exchange of Senior Securities for interests
in the defeasance trust. As a result, a holder would recognize gain or loss
equal to the difference between the holder's cost or other tax basis for the
Senior Securities and the value of the holder's proportionate interest in the
defeasance trust. That holder would thereafter be required to include in income
a proportionate share of the income, gain or loss, as the case may be, of the
defeasance trust. Under Federal income tax law as of the date of this
prospectus, covenant defeasance would ordinarily not be treated as a taxable
exchange of Senior Securities. Purchasers of Senior Securities should consult
their own advisors as to the tax consequences to them of defeasance and covenant
defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.
If the Company exercises its covenant defeasance option with respect to a
particular series of Senior Securities, then even if there were a default under
the related covenant, payment of those Senior Securities could not be
accelerated. The Company may exercise its defeasance option with respect to a
particular series of Senior Securities even if it previously had exercised its
covenant defeasance option. If the Company exercises its defeasance option,
payment of those Senior Securities may not be accelerated because of any Event
of Default. If the Company exercises its defeasance option or covenant
defeasance option and an acceleration were to occur, the realizable value at the
acceleration date of the money and U.S. Government Obligations in the defeasance
trust could be less than the principal and interest then due on those Senior
Securities. This is because the required deposit of money and/or U.S. Government
obligations in the defeasance trust is based upon scheduled cash flows rather
than market value, which will vary depending upon interest rates and other
factors.
Modification of the Senior Indenture. We and the Trustee may make
modifications and amendments to the Senior Indenture with the consent of the
holders of not less than a majority in principal amount of each series of
Outstanding Senior Securities affected by the modification or amendment.
However, without the consent of each affected holder, no such modification may
(i) change the Stated Maturity of any Senior Security of any series, (ii) reduce
the principal amount of (or premium, if any, on) any Senior Security, (iii)
reduce the rate of payment of interest on any Senior Security or change certain
other provisions relating to the yield of the Senior Securities, (iv) change the
currency or currencies in which any Senior Security is payable, (v) reduce the
percentage of holders of Outstanding Senior Securities of any series required to
consent to any modification, amendment or waiver under the Senior Indenture, or
(vi) change the provisions in the Senior Indenture that relate to its
modification or amendment. (Section 902).
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We and the Trustee may amend the Senior Indenture in certain circumstances
without the consent of the holders of Senior Securities in the event we merge
with another person, to replace the Trustee, to effect modifications that do not
affect any outstanding series of Senior Securities, and for certain other
purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of
the holders of any Senior Securities, consolidate or merge with any other person
or transfer or lease all or substantially all of our assets to another person or
permit another corporation to merge into the Company, provided that: (i) the
successor is a person organized under U.S. law; (ii) the successor person, if
not us, assumes our obligations on the Senior Securities and under the Senior
Indenture; (iii) after giving effect to the transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing; and (iv) certain other
conditions are met. (Section 801).
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured general obligations
of the Company. The Subordinated Securities will be subordinate in right of
payment to all Senior Indebtedness and, in certain circumstances described below
relating to our dissolution, winding-up, liquidation or reorganization, to all
Additional Senior Obligations. The Subordinated Indenture does not limit the
amount of debt (including Senior Indebtedness) or Additional Senior Obligations
which we may incur. As of March 31, 1998, Senior Indebtedness and Additional
Senior Obligations (as defined below) of the Company aggregated approximately
$9.5 billion.
Unless otherwise specified in the prospectus supplement, the maturity of
the Subordinated Securities will be subject to acceleration only upon our
bankruptcy or reorganization. See "Defaults and Waiver Thereof" below.
The holders of Subordinated Securities of a series that is specified to be
convertible into Common Stock ("Subordinated Convertible Securities") will be
entitled at certain times specified in the prospectus supplement to convert any
Subordinated Convertible Securities of that series into Common Stock, at the
conversion price set forth in the prospectus supplement.
The holders of Subordinated Securities of any series may be obligated at
maturity, or at any earlier time specified in the prospectus supplement, to
exchange that series of Subordinated Securities for Capital Securities (as
defined below). The terms of any such exchange and of the Capital Securities
that will be issued upon such exchange will be described in the prospectus
supplement. (Article Seventeen). "Capital Securities" may consist of our Common
Stock, perpetual preferred stock or other capital securities of the Company
acceptable to our primary Federal banking regulator. Currently, our primary
Federal banking regulator is the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"). Whenever Subordinated Securities are
exchangeable for Capital Securities, we will be obligated to deliver Capital
Securities with a market value equal to the principal amount of those
Subordinated Securities. In addition, we will unconditionally undertake, at our
expense, to sell the Capital Securities in a sale (the "Secondary Offering") on
behalf of any holders who elect to receive cash for the Capital Securities. The
Common Stock is described below under "Description of Common Stock". A general
description of our preferred stock is set forth below under "Description of
Preferred Stock".
Subordination. The Subordinated Securities will be subordinate in right of
payment to all Senior Indebtedness and, under certain circumstances described
below, to all Additional Senior Obligations.
The Subordinated Indenture defines "Senior Indebtedness" to mean the
principal of (and premium, if any) and interest on all indebtedness for money
borrowed by us, whether outstanding on the date the Subordinated Indenture
became effective or created, assumed or incurred after that date (including all
indebtedness of another person for money borrowed that we guarantee). However,
Senior Indebtedness does not include (A) Subordinated Securities issued under
the Subordinated Indenture, (B) Antecedent Company Subordinated Indebtedness (as
defined below), (C) Assumed MHC Subordinated Indebtedness (as defined below),
(D) Assumed Old Chase Subordinated Indebtedness (as defined below) and (E) other
debt of ours which is expressly stated to have the same rank as the Subordinated
Securities or to rank not senior to the Subordinated Securities (such other debt
is referred to as "Other Subordinated Indebtedness").
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The Subordinated Indenture defines "Additional Senior Obligations" to mean
all indebtedness of the Company, whether outstanding on December 15, 1992 or
created, assumed or incurred after that date, for claims in respect of
derivative products, such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements, except for Senior Indebtedness and
except for obligations which are expressly stated to have the same rank as or to
be junior to the Subordinated Securities.
At March 31, 1998, we had approximately $2.7 billion of Subordinated
Securities issued under the Subordinated Indenture and we had approximately $304
million of Other Subordinated Indebtedness outstanding that ranked equally with
the Subordinated Securities.
Antecedent Company Subordinated Indebtedness means all outstanding
subordinated indebtedness of the Company issued prior to December 15, 1992
(other than Assumed MHC Subordinated Indebtedness and Assumed Old Chase
Subordinated Indebtedness). At March 31, 1998, we had approximately $1.1 billion
of Antecedent Company Subordinated Indebtedness outstanding.
Assumed MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company which was assumed by us as a result of the merger of
Manufacturers Hanover Corporation into the Company on December 31, 1991. At
March 31, 1998, we had approximately $150 million of Assumed MHC Subordinated
Indebtedness outstanding.
Assumed Old Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of heritage Chase which was assumed by us as a result
of the merger of heritage Chase into the Company. At March 31, 1998, we had
approximately $3.7 billion of Assumed Old Chase Subordinated Indebtedness
outstanding.
Under the Subordinated Indenture, no payment may be made on the
Subordinated Securities and no exchange for Capital Securities may be made in
the event:
- we have failed to pay all amounts of principal (and premium, if any) and
interest, if any, due on all Senior Indebtedness; or
- there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any
Senior Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or
reorganization: (i) the holders of Senior Indebtedness will be paid the full
amounts of principal (and premium, if any) and interest, if any, before any
payment or distribution is made on the Subordinated Securities, and (ii) if,
after such payments on the Senior Indebtedness have been made, (A) there are
amounts available for payment on the Subordinated Securities and (B) creditors
in respect of Additional Senior Obligations have not received their full
payments, then amounts available for payment on the Subordinated Securities will
first be used to pay in full all such Additional Senior Obligations before any
payment will be made on the Subordinated Securities.
No series of our subordinated securities will be subordinated to any of our
other series of subordinated securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness;
Subordinated Securities and Other Subordinated Indebtedness are subordinated to
Senior Indebtedness and, in certain circumstances relating to our dissolution,
winding-up, liquidation or reorganization, to Additional Senior Obligations;
Assumed MHC Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation which is expressly stated to have the same rank as, or to
rank not senior to, the Assumed MHC Subordinated Indebtedness; and Assumed Old
Chase Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation which is expressly stated to have the same rank as, or to
rank junior to, the Assumed Old Chase Subordinated Indebtedness. As a result of
the differences between the subordination provisions applicable to the
Subordinated Securities, the Antecedent Company Subordinated Indebtedness, the
Other Subordinated Indebtedness, the Assumed MHC Subordinated Indebtedness and
the Assumed Old Chase Subordinated Indebtedness, in the event of our
dissolution, winding-up, liquidation or reorganization, the holders of
Subordinated Securities and Other Subordinated Indebtedness may receive less,
ratably, than the holders of Antecedent Company Subordinated Indebtedness, but
more, ratably, than the holders of
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Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated
Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. Except as noted
below, the Subordinated Indenture does not contain a covenant prohibiting us
from selling or otherwise disposing of any shares of, or securities convertible
into, or options, warrants or rights to purchase shares of, voting stock of the
Bank. The Subordinated Indenture also does not prohibit the Bank from issuing
any shares of, securities convertible into, or options, warrants or rights to
purchase shares of, its voting stock. However, the Subordinated Indenture does
contain a covenant, which is for the exclusive benefit of holders of the
Antecedent Company Subordinated Indebtedness and which is subject to the
provisions described below under "Consolidation, Merger and Sale of Assets",
that we will not sell or otherwise dispose of any shares of, or securities
convertible into, or options, warrants or rights to purchase shares of, voting
stock of the Bank, nor will we permit the Bank to issue any shares of,
securities convertible into, or options, warrants or rights to purchase shares
of, voting stock of the Bank. However, the covenant does not prohibit: (i)
issuances or sales of directors' qualifying shares; (ii) issuances or sales of
shares to us; (iii) sales or other dispositions or issuances for fair market
value, as determined by our Board of Directors, so long as we would continue to
own directly or indirectly not less than 80% of the issued and outstanding
shares of the voting stock of the Bank; (iv) sales or other dispositions or
issuances made in compliance with an order or direction of a court or regulatory
authority of competent jurisdiction; and (v) sales of voting stock by the Bank
to its shareholders if such sales do not reduce the percentage of shares of
voting stock owned by us. (Section 5.07).
Defaults and Waivers. The Subordinated Indenture defines an Event of
Default with respect to any series of Subordinated Securities as (i) any one of
certain events of bankruptcy or reorganization affecting the Company and (ii)
any other Event of Default specified with respect to Subordinated Securities of
that series. (Section 7.01). If an Event of Default occurs and is continuing
with respect to any outstanding series of Subordinated Securities, the Trustee
or the holders of at least 25% in aggregate principal amount of that outstanding
series of Subordinated Securities may declare the principal (or, in the case of
original issue discount Subordinated Securities, a specified amount of
principal) of all Subordinated Securities of that series to be due and payable
immediately in cash. Subject to certain conditions, any such declaration may be
annulled, and certain past defaults may be waived, by the holders of not less
than a majority in aggregate principal amount of the Subordinated Securities of
that series. (Section 7.01). The right of the holders of Subordinated Securities
of a series to demand payment in cash upon the occurrence and continuance of an
Event of Default continues to exist so long as the Subordinated Securities of
that series have not been exchanged or converted. Any such right to enforce such
payment in cash would, in the event of the bankruptcy or reorganization of the
Company, be subject to the broad equity powers of a Federal bankruptcy court and
to its determination of the nature and status of the payment claims of the
holders of the Subordinated Securities. Prior to any declaration of
acceleration, the holders of a majority in aggregate principal amount of the
applicable series of Subordinated Securities may waive any past default or Event
of Default, except a payment default. (Section 7.07).
Unless otherwise provided in the terms of a series of Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Subordinated Securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Subordinated Securities or the Subordinated Indenture. In the
event of a default in the payment of interest or principal (including a default
in the delivery of any Capital Securities in exchange for Subordinated
Securities) or in the performance of any covenant or agreement in the
Subordinated Securities or the Subordinated Indenture, the Trustee may, subject
to certain limitations and conditions, seek to enforce that payment (or
delivery) or the performance of that covenant or agreement.
The Subordinated Indenture requires the Trustee, within 90 days after the
occurrence of a default with respect to the Subordinated Securities of any
series, to give the holders of that series notice of all uncured defaults known
to it (the term "default" being defined to include the events specified above
without grace periods or notice). However, except in certain cases (involving
the bankruptcy or reorganization of the Company, a payment default or a default
in the obligation to deliver Capital Securities in exchange for Subordinated
Securities), the Trustee may withhold the notice if it determines in good
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faith that the withholding of the notice is in the interest of those holders.
(Section 7.08). We are required to furnish to the Trustee annually an officers'
certificate as to the absence of defaults under the Subordinated Indenture.
(Section 5.06).
Other than the duties of the Trustee to act with the required standard of
care during a default, the Trustee is not obligated to exercise any of its
rights or powers under the Subordinated Indenture at the request or direction of
any of the holders of the Subordinated Securities, unless those holders shall
have offered to the Trustee reasonable security or indemnity. Subject to that
provision for security or indemnification, the holders of a majority in
principal amount of the Subordinated Securities of any series then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to, or exercising any trust or power
conferred on, the Trustee with respect to the Subordinated Securities of that
series. (Sections 7.07 and 8.02).
Modification of the Subordinated Indenture. The Subordinated Indenture
contains provisions permitting us and the Trustee to modify the Subordinated
Indenture or the rights of the holders of the Subordinated Securities with the
consent of the holders of not less than a majority in principal amount of each
outstanding series of the Subordinated Securities affected by the modification.
However, no such modification may, without the consent of each holder of the
Subordinated Security affected by the modification: (i) change the stated
maturity date of the principal of, or any installment of principal of or
interest on, any Subordinated Security; (ii) reduce the principal amount of (or
premium, if any) or interest, if any, on any Subordinated Security; (iii) reduce
the portion of the principal amount of an original issue discount Subordinated
Security payable upon acceleration of the maturity thereof; (iv) reduce any
amount payable upon redemption of any Subordinated Security; (v) change the
place or places where, or the currency in which, any Subordinated Security or
any premium or the interest thereon is payable; (vi) change the definition of
"Market Value"; (vii) impair the right of any holders of Subordinated Securities
of any series to receive on any Exchange Date for Subordinated Securities of
that series Capital Securities with a Market Value equal to that required by the
terms of the Subordinated Securities; (viii) impair the conversion rights (if
any) of any holders; (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Subordinated Security
(including any right of redemption at the option of the holder of that
Subordinated Security) or impair any rights to the delivery of Capital
Securities in exchange for any Subordinated Security or to require the Company
to sell Capital Securities in a Secondary Offering or to require the delivery of
Common Stock, Debt Securities or other property upon conversion of Subordinated
Securities; (x) reduce the above-stated percentage of Subordinated Securities of
any series the consent of the holders of which is necessary to modify or amend
the Subordinated Indenture or reduce the percentage of Subordinated Securities
of any series the holders of which are required to waive any past default or
Event of Default; or (xi) modify the foregoing requirements. (Section 11.02).
The Subordinated Indenture permits us and the Trustee to amend the
Subordinated Indenture in certain circumstances without the consent of the
holders of Subordinated Securities in the event of the merger of the Company,
the replacement of the Trustee, to effect modifications which do not affect any
outstanding series of Subordinated Securities and for certain other purposes.
(Section 11.01).
Consolidation, Merger and Sale of Assets. We may not merge or consolidate
with any other corporation or sell or convey all or substantially all of our
assets as an entirety to any other corporation, unless (i) we are the continuing
corporation or the successor corporation expressly assumes the payment of the
principal of (including issuance and delivery of Capital Securities) and
premium, if any, and interest, if any, on the Subordinated Securities and the
performance and observance of all the covenants and conditions of the
Subordinated Indenture binding upon us, and (ii) we or the successor corporation
shall not, immediately after such merger or consolidation or such sale or
conveyance, be in default in the performance of any such covenant or condition.
(Article Twelve).
PERMANENT GLOBAL DEBT SECURITIES
Certain series of the Debt Securities may be issued as permanent global
Debt Securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depository arrangements applicable to Debt Securities issued in
permanent global form and for which
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The Depositary Trust Company ("DTC") acts as depositary (the "Global Debt
Securities").
Each Global Debt Security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, Global Debt Securities
are not exchangeable for definitive certificated Debt Securities.
Ownership of beneficial interests in a Global Debt Security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a Global Debt Security will be evidenced
only by, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a Global Debt Security.
Ownership of beneficial interests in a Global Debt Security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by that participant. DTC has no knowledge of the actual
beneficial owners of the Debt Securities. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the participants through
which the beneficial owners entered the transaction. 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 beneficial interests in a Global Debt Security.
We have been advised by DTC that upon the issuance of a Global Debt
Security and the deposit of that Global Debt Security with DTC, DTC will
immediately credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that Global Debt Security to the
accounts of its participants.
Payment of principal of, and interest on, Debt Securities represented by a
Global Debt Security registered in the name of or held by DTC or its nominee
will be made to DTC or its nominee, as the case may be, as the registered owner
and holder of the Global Debt Security representing those Debt Securities. We
have been advised by DTC that upon receipt of any payment of principal of, or
interest on, a Global Debt Security, DTC 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 that Global Debt Security as shown in the records of
DTC. Payments by participants to owners of beneficial interests in a Global Debt
Security held through those participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the sole responsibility of those participants, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Neither we, the trustees nor any of our respective agents will be
responsible for any aspect of the records of DTC, any nominee or any participant
relating to, or payments made on account of, beneficial interests in a permanent
Global Debt Security or for maintaining, supervising or reviewing any of the
records of DTC, any nominee or any participant relating to such beneficial
interests.
A Global Debt Security is exchangeable for definitive Debt Securities
registered in the name of, and a transfer of a Global Debt Security may be
registered to, any person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for that Global Debt Security or if at any time DTC ceases to be
registered under the Exchange Act;
(b) we determine in our discretion that the Global Debt Security shall
be exchangeable for definitive Debt Securities in registered form; or
(c) there shall have occurred and be continuing an Event of Default or
an event which, with notice or the lapse of time or both, would constitute
an Event of Default under the Debt Securities.
Any Global Debt Security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive Debt Securities in
registered form, of like tenor and of an equal aggregate principal amount as the
Global Debt Security, in denominations specified in the applicable prospectus
supplement (if other than $1,000 and integral multiples of $1,000). The
definitive Debt
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<PAGE> 19
Securities will be registered by the registrar in the name or names instructed
by DTC. We expect that such instructions may be based upon directions received
by DTC from its participants with respect to ownership of beneficial interests
in the Global Debt Security. Any principal and interest will be payable, the
transfer of the definitive Debt Securities will be registerable and the
definitive Debt Securities will be exchangeable at the corporate trust office of
the Bank in the Borough of Manhattan, The City of New York, provided that
payment of interest may be made at the option of the Company by check mailed to
the address of the person entitled to that interest payment as of the record
date and as shown on the register for the Debt Securities.
Except as provided above, owners of the beneficial interests in a Global
Debt Security will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holders of Debt
Securities for any purpose under the Indentures, and no Global Debt Security
shall be exchangeable except for another Global Debt Security of like
denomination and tenor to be registered in the name of DTC or its nominee.
Accordingly, each person owning a beneficial interest in a Global Debt Security
must rely on the procedures of DTC and, if that person is not a participant, on
the procedures of the participant through which that person owns its interest,
to exercise any rights of a holder under the Global Debt Security or the
Indentures.
The Company understands that, under existing industry practices, in the
event that we request any action of holders, or an owner of a beneficial
interest in a Global Debt Security desires to give or take any action that a
holder is entitled to give or take under the Debt Securities or the Indentures,
DTC would authorize the participants holding the relevant beneficial interests
to give or take that action, and those participants would authorize beneficial
owners owning through those participants to give or take that action or would
otherwise act upon the instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, 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 under the Exchange Act. DTC 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. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to DTC'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. The rules
applicable to DTC and its participants are on file with the SEC.
INFORMATION CONCERNING THE TRUSTEES
We, the Bank and certain other of our subsidiaries maintain deposits with,
and conduct other banking transactions with, the Trustees under each of the
Indentures in the ordinary course of business.
DESCRIPTION OF PREFERRED STOCK
GENERAL
Our Restated Certificate of Incorporation (the "Charter") authorizes our
Board of Directors or a committee of our Board of Directors (the "Board of
Directors") to cause Preferred Stock to be issued in one or more series, without
stockholder action. The Board of Directors is authorized to issue up to
200,000,000 shares of preferred stock, $1 par value per share, and can determine
the number of shares of each such series, and the rights, preference and
limitations of each series. We may amend the Charter to increase the number of
authorized shares of preferred stock in a manner permitted by the Charter and
the Delaware General Corporation Law ("DGCL"). As of the date of this
prospectus, we had eight series of preferred stock outstanding, which are
described below under "Outstanding Preferred Stock".
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of our preferred stock become entitled to vote for the election of
directors because dividends on such
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<PAGE> 20
series are in arrears (as described below under "Voting Rights"), that series
may then be deemed a "class of voting securities." In such a case, a holder of
25% or more of the series (or a holder of 5% or more if that holder would also
be considered to exercise a "controlling influence" over the Company) may then
be subject to regulation as a bank holding company in accordance with the BHCA.
In addition, (i) any other bank holding company may be required to obtain the
prior approval of the Federal Reserve Board to acquire or retain 5% or more of
that series, and (ii) any person other than a bank holding company may be
required to obtain the approval of the Federal Reserve Board to acquire or
retain 10% or more of that series.
The particular terms of any series of preferred stock being offered by us
under this shelf registration (the "Preferred Stock") will be described in the
prospectus supplement relating to that series of Preferred Stock. Those terms
may include:
- the number of shares of the series of Preferred Stock being offered;
- the title and liquidation preference per share of that series of the
Preferred Stock;
- the purchase price of the Preferred Stock;
- the dividend rate (or method for determining such rates);
- the dates on which dividends will be paid;
- whether dividends on that series of Preferred Stock will be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall
commence to accumulate;
- any redemption or sinking fund provisions applicable to that series of
Preferred Stock;
- any conversion provisions applicable to that series of Preferred Stock;
- whether the Company has elected to offer Depositary Shares with respect
to that series of Preferred Stock;
- any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of Preferred Stock.
If the terms of any series of Preferred Stock being offered differ from the
terms set forth below, those terms will also be disclosed in the prospectus
supplement relating to that series of Preferred Stock. The following summary is
not complete. You should refer to the Certificate of Designations relating to
the series of the Preferred Stock for the complete terms of that Preferred
Stock. That Certificate of Designations will be filed with the SEC promptly
after the offering of the Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, in the event we
liquidate, dissolve or wind-up our business, each series of Preferred Stock will
have the same rank as to dividends and distributions as our currently
outstanding preferred stock ("preferred stock") and each other series of the
Preferred Stock we may issue in the future. The Preferred Stock will have no
preemptive rights.
DIVIDEND RIGHTS
Holders of Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors, cash dividends at the rates
and on the dates set forth in the prospectus supplement. Dividend rates may be
fixed or variable or both. Different series of Preferred Stock may be entitled
to dividends at different dividend rates or based upon different methods of
determination. Each dividend will be payable to the holders of record as they
appear on the stock books of the Company (or, if applicable, the records of the
Depositary referred to below under "Depositary Shares") on record dates
determined by the Board of Directors. Dividends on any series of the Preferred
Stock may be cumulative or noncumulative, as specified in the prospectus
supplement. If the Board of Directors fails to declare a dividend on any series
of Preferred Stock for which dividends are noncumulative, then the right to
receive that dividend will be lost, and we will have no obligation to pay the
dividend for that dividend period, whether or not dividends are declared for any
future dividend period.
No full dividends will be declared or paid on any series of Preferred
Stock, unless full dividends for the dividend period commencing after the
immediately preceding dividend payment date (and cumulative dividends still
owing, if any) have been or contemporaneously are declared and paid on all other
series of Preferred Stock which have the same rank as, or rank senior to, that
Preferred Stock. When such dividends are not paid in full, dividends will be
declared pro rata, so that the amount of dividends declared per share on that
series of Preferred Stock and on each other series of preferred stock having the
same rank as, or ranking senior to, that series of Preferred Stock will in all
cases bear to
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each other the same ratio that accrued dividends per share on that series of
Preferred Stock and such other preferred stock bear to each other. In addition,
generally, unless full dividends, including cumulative dividends still owing, if
any, on all outstanding shares of any series of Preferred Stock have been paid,
no dividends will be declared or paid on the Common Stock and generally we may
not redeem or purchase any Common Stock. No interest, or sum of money in lieu of
interest, will be paid in connection with any dividend payment or payments which
may be in arrears.
The amount of dividends payable for each dividend period will be computed by
annualizing the applicable dividend rate and dividing by the number of dividend
periods in a year, except that the amount of dividends payable for the initial
dividend period or any period shorter than a full dividend period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full month, the actual number of days elapsed in the
period.
RIGHTS UPON LIQUIDATION
In the event we liquidate, dissolve or wind-up our affairs, either
voluntarily or involuntarily, the holders of each series of Preferred Stock will
be entitled to receive liquidating distributions in the amount set forth in the
prospectus supplement relating to each series of Preferred Stock, plus an amount
equal to accrued and unpaid dividends, if any, before any distribution of assets
is made to the holders of Common Stock. If the amounts payable with respect to
Preferred Stock of any series and any stock having the same rank as that series
of Preferred Stock are not paid in full, the holders of Preferred Stock and of
such other stock will share ratably in any such distribution of assets in
proportion to the full respective preferential amounts to which they are
entitled. After the holders of each series of Preferred Stock and any stock
having the same rank as the Preferred Stock are paid in full, they will have no
right or claim to any of our remaining assets. Neither the sale of all or
substantially all our property or business nor a merger or consolidation by us
with any other corporation will be considered a dissolution, liquidation or
winding up by us of our business or affairs.
REDEMPTION
Any series of Preferred Stock may be redeemable, in whole or in part, at
our option. In addition, any series of Preferred Stock may be subject to
mandatory redemption pursuant to a sinking fund. The redemption provisions that
may apply to a series of Preferred Stock, including the redemption dates and the
redemption prices for that series, will be set forth in the prospectus
supplement.
If a series of Preferred Stock is subject to mandatory redemption, the
prospectus supplement will specify the year we can begin to redeem shares of the
Preferred Stock, the number of shares of the Preferred Stock we can redeem each
year, and the redemption price per share. We may pay the redemption price in
cash, stock or in cash that we have received specifically from the sale of our
capital stock, as specified in the prospectus supplement. If the redemption
price is to be paid only from the proceeds of the sale of our capital stock, the
terms of the series of Preferred Stock may also provide that, if no such capital
stock is sold or if the amount of cash received is insufficient to pay in full
the redemption price then due, the series of Preferred Stock will automatically
be converted into shares of the applicable capital stock pursuant to conversion
provisions specified in the prospectus supplement.
If fewer than all the outstanding shares of any series of Preferred Stock
are to be redeemed, whether by mandatory or optional redemption, the Board of
Directors will determine the method for selecting the shares to be redeemed,
which may be by lot or pro rata or by any other method determined to be
equitable. From and after the redemption date, dividends will cease to accrue on
the shares of Preferred Stock called for redemption and all rights of the
holders of those shares (except the right to receive the redemption price) will
cease.
In the event that full dividends, including accrued but unpaid dividends,
if any, have not been paid on any series of Preferred Stock, we may not redeem
that series in part and we may not purchase or acquire any shares of that series
of Preferred Stock, except by an offer made on the same terms to all holders of
that series of Preferred Stock.
CONVERSION RIGHTS
The prospectus supplement will state the terms, if any, on which shares of
a series of Preferred Stock are convertible into shares of Common Stock or
another series of our preferred stock. As described under "Redemption" above,
under certain circumstances, Preferred Stock may be mandatorily
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converted into Common Stock or another series of our preferred stock.
VOTING RIGHTS
Except as indicated below or in the prospectus supplement, or except as
expressly required by applicable law, the holders of Preferred Stock will not be
entitled to vote. Except as indicated in the prospectus supplement, in the event
we issue full shares of any series of Preferred Stock, each such share will be
entitled to one vote on matters on which holders of that series of Preferred
Stock are entitled to vote. However, as more fully described below under
"Depositary Shares", if we issue Depositary Shares representing a fraction of a
share of a series of Preferred Stock, each Depositary Share will, in effect, be
entitled to that fraction of a vote, rather than a full vote. Because each full
share of any series of Preferred Stock will be entitled to one vote, the voting
power of that series will depend on the number of shares in that series, and not
on the aggregate liquidation preference or initial offering price of the shares
of that series of Preferred Stock.
If, at the time of any annual meeting of our stockholders, the equivalent
of six quarterly dividends payable on any series of Preferred Stock is in
default, the number of directors constituting our Board of Directors will be
increased by two and the holders of all outstanding series of preferred stock,
voting together as a single class, will be entitled to elect those additional
two directors at that annual meeting. Each director elected by the holders of
shares of the outstanding preferred stock will continue to serve as director for
the full term for which he or she shall have been elected, notwithstanding that
prior to the end of that term we have paid in full the amount of dividends that
had been in arrears. For purposes of this paragraph "default" means that accrued
and unpaid dividends on the applicable series shall be equal to or greater than
the equivalent of six quarterly dividends.
Unless otherwise specified in the prospectus supplement, the terms of each
series of Preferred Stock will state that the approval of at least two-thirds of
the outstanding shares of preferred stock will be required to (a) create any
class or series of stock having a preference over any outstanding series of
preferred stock or (b) change the provisions of the Charter in a manner that
would adversely affect the voting powers or other rights of the holders of a
series of preferred stock. The terms of the Preferred Stock will also state that
if the amendment will not adversely affect all series of outstanding preferred
stock, then the amendment will only need to be approved by holders of at least
two-thirds of the shares of the series of preferred stock adversely affected.
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OUTSTANDING PREFERRED STOCK
As of the date of this prospectus, we have eight series of preferred stock
issued and outstanding, as described in the following table:
<TABLE>
<CAPTION>
STATED VALUE AND OUTSTANDING AT EARLIEST RATE IN EFFECT AT
REDEMPTION PRICE DECEMBER 31, REDEMPTION DECEMBER 31,
PER SHARE(A) SHARES 1997 DATE 1997
---------------- ------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
7.50% Cumulative................ 100.00 2.0(b) 200 6/1/1998(c) 7.500
10.50% Cumulative............... 25.00 5.6 140 9/30/1998 10.500
Adjustable Rate, Series L
Cumulative.................... 100.00 2.0 200 6/30/1999 5.586(d)
Adjustable Rate, Series N
Cumulative.................... 25.00 9.1 228 6/30/1999 5.653(d)
9.76% Cumulative................ 25.00 4.0 100 9/30/1999 9.760
10.96% Cumulative............... 25.00 4.0 100 6/30/2000 10.960
10.84% Cumulative............... 25.00 8.0 200 6/30/2001 10.840
Fixed/Adjustable Rate
Noncumulative(e).............. 50.00 4.0 200 7/1/2003 4.96
</TABLE>
- ---------------
(a) Redemption price is price indicated in table, plus accrued but unpaid
dividends, if any.
(b) Shares of this series are represented by 8.0 million depositary shares, each
representing .25 of a share.
(c) The 7.50% Cumulative Preferred Stock will be redeemed on June 30, 1998.
(d) Floating rates are based on certain money market rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(e) The Fixed/Adjustable Rate Noncumulative Preferred Stock was issued on May
21, 1998 and all information in this table, including amount outstanding and
dividend rate, is as of that date. Dividends on that series for dividend
periods commencing on or after July 1, 2003 will be at a floating rate based
on certain money market rates (but subject to a minimum rate of 5.46% and a
maximum rate of 11.46%). The amount of dividends payable may be adjusted,
and the stock may be redeemed earlier than July 1, 2003 in the event of
certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Ranking. All the outstanding series of preferred stock have the same rank.
All the outstanding series of preferred stock have preference over the Common
Stock with respect to the payment of dividends and the distribution of assets in
the event of our liquidation or dissolution.
Dividends. Dividends payable on each series of outstanding preferred stock
are payable quarterly, when and as declared by the Board of Directors, on each
March 31, June 30, September 30 and December 31. Dividends on all the
outstanding preferred stock, other than the Fixed/Adjustable Rate Noncumulative
Preferred Stock, are cumulative. If we fail to declare a dividend on the
Fixed/Adjustable Noncumulative Preferred Stock for any dividend period, holders
of that series will have no right to receive a dividend for that dividend
period, whether or not we declare dividends on that series for any future
dividend periods.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of preferred
stock will be entitled to receive liquidating distributions, in the amount set
forth opposite such series in the table above, plus accrued and unpaid
dividends, if any, before any distribution of our assets is made to the holders
of our Common Stock. Each of the outstanding series of preferred stock is
redeemable at our option at a redemption price equal to the redemption price set
forth opposite that series in the table above, plus accrued but unpaid
dividends, if any. In addition, the shares of the Fixed/Adjusted Rate
Noncumulative Preferred Stock may be redeemed earlier than July 1, 2003 in the
event of certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Voting Rights. All currently outstanding series of preferred stock provide
that if, at the time of any annual meeting of our stockholders, the equivalent
of six quarterly dividends payable on any series of outstanding preferred stock
is in default,
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the number of directors constituting our Board of Directors will be increased by
two and the holders of all the outstanding preferred stock, voting together as a
single class, will be entitled to elect those additional two directors at that
annual meeting. Each director elected by the holders of shares of the
outstanding preferred stock will continue to serve as director for the full term
for which he or she shall have been elected, notwithstanding that prior to the
end of that term we have paid in full the amount of dividends that had been in
arrears. For purposes of this paragraph, "default" means that accrued and unpaid
dividends on the applicable series shall be equal to or greater than the
equivalent of six quarterly dividends.
Each series of the outstanding preferred stock other than the 7.50%
Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock and Adjustable
Rate, Series L Cumulative Preferred Stock provides (and, unless otherwise
specified in the prospectus supplement, each series of Preferred Stock issued
after the date of this prospectus will provide) that the affirmative vote of the
holders of at least two-thirds of the shares of all outstanding series of
preferred stock, voting together as a single class without regard to series,
will be required to:
- create any class or series of stock having a preference over any
outstanding series of preferred stock; or
- alter or change the provisions of our Charter in a manner that would
adversely affect the voting powers or other rights of the holders of a
series of preferred stock.
The 7.50% Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock,
and Adjustable Rate, Series L Cumulative Preferred Stock each provide as
follows:
- the consent of holders of at least two-thirds of the outstanding shares
of the particular series, voting as a separate class, is required for any
amendment of the Charter that would adversely affect the powers,
preferences, privileges or rights of that series; and
- the consent of the holders of at least two-thirds of the voting power of
that series and each other series of preferred stock having the same
rank, voting together as a single class without regard to series, is
required to create, authorize, issue, or reclassify any stock into, any
additional class or series of stock ranking prior to that series as to
dividends or upon liquidation, or any other security or obligation
convertible into or exercisable for any such prior-ranking stock.
Miscellaneous. No series of outstanding preferred stock is convertible
into shares of our Common Stock or other of our securities. No series of
outstanding preferred stock is subject to preemptive rights.
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, L.L.C. will be the transfer agent,
registrar and dividend disbursement agent for the Preferred Stock and any
Depositary Shares (see the description of Depositary Shares below). The
registrar for the Preferred Stock will send notices to the holders of the
Preferred Stock of any meetings at which such holders will have the right to
elect directors or to vote on any other matter.
DEPOSITARY SHARES
General. We may, at our option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. If we do, we will
issue to the public receipts for Depositary Shares, and each of these Depositary
Shares will represent a fraction (to be set forth in the prospectus supplement)
of a share of a particular series of Preferred Stock.
The shares of any series of Preferred Stock underlying the Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between us and a bank or trust company selected by us. The bank or trust company
will have its principal office in the United States and a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fractional interest in shares of Preferred Stock
underlying such Depositary Share, to all the rights and preferences of the
Preferred Stock underlying such Depositary Shares. Those rights include
dividend, voting, redemption, conversion and liquidation rights.
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be issued to those persons who purchase the fractional interests in the
Preferred Stock underlying the Depositary Shares, in accordance with the terms
of the offering. Copies of the
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forms of Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement. The following summary of the Deposit Agreement, the
Depositary Shares and the Depositary Receipts is not complete. You should refer
to the forms of the Deposit Agreement and Depositary Receipts that are filed as
exhibits to the Registration Statement.
Dividends and Other Distributions. The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary Shares relating to that Preferred Stock in
proportion to the number of Depositary Shares owned by those holders.
If there is a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
that are entitled to receive the distribution, unless the Depositary determines
that it is not feasible to make the distribution. If this occurs, the Depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Redemption of Depositary Shares. If a series of Preferred Stock underlying
the Depositary Shares is subject to redemption, the Depositary Shares will be
redeemed from the proceeds received by the Depositary resulting from the
redemption, in whole or in part, of that series of Preferred Stock held by the
Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of the Preferred Stock. Whenever we redeem shares of Preferred Stock
that are held by the Depositary, the Depositary will redeem, as of the same
redemption date, the number of Depositary Shares representing the shares of
Preferred Stock so redeemed. If fewer than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot or pro
rata as determined by the Depositary.
After the date fixed for redemption, the Depositary Shares called for
redemption will no longer be outstanding, and all rights of the holders of those
Depositary Shares will cease, except the right to receive any money, securities,
or other property upon surrender to the Depositary of the Depositary Receipts
evidencing those Depositary Shares.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of Preferred Stock are entitled to vote, the Depositary will mail
the information contained in the notice of meeting to the record holders of the
Depositary Shares underlying that Preferred Stock. Each record holder of those
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of the Preferred
Stock underlying that holder's Depositary Shares. The Depositary will try, as
far as practicable, to vote the number of shares of Preferred Stock underlying
those Depositary Shares in accordance with such instructions, and we will agree
to take all action which may be deemed necessary by the Depositary in order to
enable the Depositary to do so. The Depositary will not vote the shares of
Preferred Stock to the extent it does not receive specific instructions from the
holders of Depositary Shares underlying the Preferred Stock.
Amendment and Termination of the Depositary Agreement. The form of
Depositary Receipt evidencing the Depositary Shares and any provision of the
Deposit Agreement may be amended at any time by agreement between us and the
Depositary. However, any amendment that materially and adversely alters the
rights of the holders of Depositary Shares will not be effective unless the
amendment has been approved by the holders of at least a majority of the
Depositary Shares then outstanding. The Deposit Agreement may be terminated by
us or by the Depositary only if (i) all outstanding Depositary Shares have been
redeemed or (ii) there has been a final distribution of the underlying Preferred
Stock in connection with our liquidation, dissolution or winding up and the
Preferred Stock has been distributed to the holders of Depositary Receipts.
Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will also pay charges of the Depositary in connection with the
initial deposit of the Preferred Stock and any redemption of the Preferred
Stock. Holders of Depositary Receipts will pay other transfer and other taxes
and governmental charges and such other charges, including a fee for the
withdrawal of shares of Preferred Stock upon surrender of Depositary Receipts,
as are expressly provided in the Deposit Agreement to be for their accounts.
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<PAGE> 26
Resignation and Removal of Depositary. The Depositary may resign at any
time by delivering a notice to us of its election to do so. We may remove the
Depositary at any time. Any such resignation or removal will take effect upon
the appointment of a successor Depositary and its acceptance of its appointment.
The successor Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.
Miscellaneous. The Depositary will forward to holders of Depository
Receipts all reports and communications from us that we deliver to the
Depositary and which we are required to furnish to the holders of the Preferred
Stock.
Neither we nor the Depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the Deposit Agreement. Our obligations and those of
the Depositary will be limited to the performance in good faith of our
respective duties under the Deposit Agreement. Neither we nor the Depositary
will be obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
We and the Depositary may rely upon written advice of counsel or accountants, or
upon information provided by persons presenting Preferred Stock for deposit,
holders of Depositary Receipts or other persons believed to be competent and on
documents believed to be genuine.
PERMANENT GLOBAL PREFERRED SECURITIES
Certain series of the Preferred Stock or Depositary Shares may be issued as
permanent global securities to be deposited with a depositary with respect to
that series. Unless otherwise indicated in the prospectus supplement, the
following is a summary of the depositary arrangements applicable to Preferred
Stock or Depositary Receipts issued in permanent global form and for which DTC
acts as the depositary ("Global Preferred Securities").
Each Global Preferred Security will be deposited with, or on behalf of, DTC
or its nominee and registered in the name of a nominee of DTC. Except under the
limited circumstances described below, Global Preferred Securities are not
exchangeable for definitive certificated Preferred Stock or Depositary Receipts.
Ownership of beneficial interests in a Global Preferred Security is limited
to institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a Global Preferred Security will be
evidenced only by, and the transfer of that ownership interest will be effected
only through, records maintained by DTC or its nominee for a Global Preferred
Security. Ownership of beneficial interests in a Global Preferred Security by
persons that hold through participants will be evidenced only by, and the
transfer of that ownership interest within that participant will be effected
only through, records maintained by that participant. DTC has no knowledge of
the actual beneficial owners of the Preferred Stock or Depositary Shares, as the
case may be, represented by a Global Preferred Security. Beneficial owners will
not receive written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
participants through which the beneficial owners entered the transaction. 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 beneficial interests in a Global Preferred Security.
We have been advised by DTC that upon the issuance of a Global Preferred
Security and the deposit of that Global Preferred Security with DTC, DTC will
immediately credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that Global Preferred Security to
the accounts of its participants.
Payments on Preferred Stock and Depositary Shares represented by a Global
Preferred Security registered in the name of or held by DTC or its nominee will
be made to DTC or its nominee, as the case may be, as the registered owner and
holder of the Global Preferred Security representing the Preferred Stock or
Depositary Shares. We have been advised by DTC that upon receipt of any payment
on a Global Preferred Security, DTC 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 that Global
Preferred Security as shown in the records of DTC. Payments by partici-
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<PAGE> 27
pants to owners of beneficial interests in a Global Preferred Security held
through those participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the sole
responsibility of those participants, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on
account of beneficial interests in a Global Preferred Security or for
maintaining, supervising or reviewing any of the records of DTC, any nominee or
any participant relating to such beneficial interests.
A Global Preferred Security is exchangeable for definitive certificated
Preferred Stock or Depositary Receipts, as the case may be, registered in the
name of, and a transfer of a Global Preferred Security may be registered to, a
person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
Depositary for the Global Preferred Security or if at any time DTC ceases
to be registered under the Exchange Act; or
(b) We determine in our discretion that the Global Preferred Security
shall be exchangeable for definitive Preferred Stock or Depositary Receipts
as the case may be, in registered form.
Any Global Preferred Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive certificated
Preferred Stock or Depositary Receipts, as the case may be, registered by the
registrar in the name or names instructed by DTC. We expect that those
instructions may be based upon directions received by DTC from its participants
with respect to ownership of beneficial interests in that Global Preferred
Security.
Except as provided above, owners of the beneficial interests in a Global
Preferred Security will not be entitled to receive physical delivery of
certificates representing shares of Preferred Stock or Depositary Shares, as the
case may be, and will not be considered the holders thereof and no Global
Preferred Security shall be exchangeable except for another Global Preferred
Security to be registered in the name of DTC or its nominee. Accordingly, each
person owning a beneficial interest in a Global Preferred Security must rely on
the procedures of DTC and, if that person is not a participant, on the
procedures of the participant through which that person owns its interest, to
exercise any rights of a holder of Preferred Stock or Depositary Shares, as the
case may be.
The Company understands that, under existing industry practices, in the
event that we request any action of holders, or an owner of a beneficial
interest in a Global Preferred Security desires to give or take any action that
a holder of Preferred Stock or Depositary Shares, as the case may be, is
entitled to give or take, DTC would authorize the participants holding the
relevant beneficial interests to give or take that action and those participants
would authorize beneficial owners owning through those participants to give or
take that action or would otherwise act upon the instructions of beneficial
owners owning through them.
A brief description of DTC is set forth above under "Permanent Global Debt
Securities."
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of Common Stock. As of March 31, 1998 (after giving effect
to a two-for-one split of the Common Stock effected in June 1998), we had
440,766,001 shares of Common Stock issued (including 14,924,965 shares held in
treasury) and had reserved approximately 76,142,772 shares of Common Stock for
issuance under various employee or director incentive, compensation and option
plans.
The following summary is not complete. You should refer to the applicable
provisions of the Charter, including the Certificates of Designations pursuant
to which the outstanding series of preferred stock were issued, and to the DGCL
for a complete statement of the terms and rights of the Common Stock.
Dividends. Holders of Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors, out of funds legally available for
their payment (subject to the rights of holders of the preferred stock).
Voting Rights. Each holder of Common Stock is entitled to one vote per
share. Subject to the rights, if any, of the holders of any series of
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<PAGE> 28
preferred stock pursuant to applicable law or the provision of the Certificate
of Designations creating such series, all voting rights are vested in the
holders of shares of Common Stock. Holders of shares of Common Stock have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect 100% of the directors,
and the holders of the remaining shares voting for the election of directors
will not be able to elect any directors.
Rights Upon Liquidation. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of Common Stock will be
entitled to share equally in any of our assets available for distribution after
the payment in full of all debts and distributions and after the holders of all
series of outstanding preferred stock have received their liquidation
preferences in full.
Miscellaneous. The issued and outstanding shares of Common Stock are fully
paid and nonassessable. Holders of shares of Common Stock are not entitled to
preemptive rights. Shares of Common Stock are not convertible into shares of any
other class of capital stock. ChaseMellon Shareholder Services, L.L.C. is the
transfer agent, registrar and dividend disbursement agent for the Common Stock.
DESCRIPTION OF SECURITIES WARRANTS
We may issue Securities Warrants for the purchase of Debt Securities,
Preferred Stock or Common Stock. Securities Warrants may be issued independently
or together with Debt Securities, Preferred Stock or Common Stock and may be
attached to or separate from any offered securities. Each series of Securities
Warrants will be issued under a separate warrant agreement (a "Securities
Warrant Agreement") to be entered into between us and the Bank or another bank
or trust company, as warrant agent (the "Securities Warrant Agent"). The
Securities Warrant Agent will act solely as our agent in connection with the
Securities Warrants and will not assume any obligation or relationship of agency
or trust for or with any registered holders or beneficial owners of Securities
Warrants. This summary of certain provisions of the Securities Warrants and the
Securities Warrant Agreement is not complete. You should refer to the Securities
Warrant Agreement, including the forms of Securities Warrant Certificate
representing the Securities Warrants, relating to the specific Securities
Warrants being offered for the complete terms of the Securities Warrant
Agreement and the Securities Warrants. That Securities Warrant Agreement,
together with the terms of Securities Warrant Certificate and Securities
Warrants, will be filed with the SEC promptly after the offering of the specific
Securities Warrants.
Each Securities Warrant will entitle the holder to purchase the principal
amount of Debt Securities or the number of shares of Preferred Stock or Common
Stock at the exercise price set forth in, or calculable as set forth in, the
prospectus supplement. Such exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the prospectus supplement. After
the close of business on the expiration date of the Securities Warrant,
unexercised Securities Warrants will become void. The place or places where, and
the manner in which, Securities Warrants may be exercised shall be specified in
the prospectus supplement.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, Preferred Stock or Common Stock, holders of the Securities Warrants
will not have any of the rights of holders of the Debt Securities, Preferred
Stock or Common Stock, as the case may be, purchasable upon such exercise,
including, (i) in the case of Securities Warrants for the purchase of Debt
Securities, the right to receive payments of principal of (and premium, if any)
or interest, if any, on the Debt Securities purchasable upon such exercise or to
enforce covenants in the applicable Indenture, or (ii) in the case of Securities
Warrants for the purchase of Preferred Stock or Common Stock, the right to
receive payments of dividends, if any, on the Preferred Stock or Common Stock
purchasable upon such exercise or to exercise any applicable right to vote.
DESCRIPTION OF CURRENCY WARRANTS
The following description of the terms of the Currency Warrants sets forth
certain general terms and provisions of the Currency Warrants that we may offer.
The particular terms of the Currency Warrants and the extent, if any, to which
general provisions described below do not apply to the Currency Warrants
offered, will be described in the prospectus supplement. The following summary
is not complete. You should refer to the Currency Warrants and the Currency
Warrant Agreement relating to the specific Currency Warrants being
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<PAGE> 29
offered for the complete terms of those Currency Warrants. The Currency Warrant
and Currency Warrant Agreement will be filed with the SEC promptly after the
offering of the specific Currency Warrants.
Each issue of Currency Warrants will be issued under a warrant agreement
(each, a "Currency Warrant Agreement") to be entered into between us and the
Bank or another bank or trust company, as warrant agent (the "Currency Warrant
Agent"). The Currency Warrant Agent will act solely as our agent under the
applicable Currency Warrant Agreement and will not assume any obligation or
relationship of agency or trust for or with any holders of Currency Warrants.
We may issue Currency Warrants either in the form of (i) currency put
warrants, entitling the holders to receive from us the cash settlement value in
U.S. dollars of the right to sell a specified amount of a specified foreign
currency or composite currency (the "Designated Currency") for a specified
amount of U.S. dollars (each, a "Currency Put Warrant"), or (ii) currency call
warrants, entitling the holders to receive from us the cash settlement value in
U.S. dollars of the right to purchase a specified amount of a Designated
Currency for a specified amount of U.S. dollars (each, a "Currency Call
Warrant").
Prospective purchasers of Currency Warrants should be aware of special
United States Federal income tax considerations applicable to instruments such
as the Currency Warrants. The prospectus supplement relating to each issue of
Currency Warrants will describe such tax considerations.
Except as may otherwise be provided in the applicable prospectus
supplement, the Currency Warrants will be issued in the form of global Currency
Warrant Certificates, registered in the name of a depositary or its nominee.
Holders will not be entitled to receive definitive certificates representing
Currency Warrants. A holder's ownership of a Currency Warrant will be recorded
on or through the records of the brokerage firm or other entity that maintains
such holder's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of that brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
Each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
that issue of Currency Warrants. In the event that the Currency Warrants are
delisted from, or permanently suspended from trading on, the applicable national
securities exchange, the expiration date for such Currency Warrants will be the
date the delisting or trading suspension becomes effective, and Currency
Warrants not previously exercised will be deemed automatically exercised on that
expiration date. The applicable Currency Warrant Agreement will contain a
covenant from us that we will not seek delisting of the Currency Warrants, or
suspension of their trading, on the applicable national securities exchange
unless we have concurrently arranged for listing on another national securities
exchange.
Currency Warrants involve a high degree of risk, including risks arising
from fluctuations in the price of the underlying currency, foreign exchange
risks and the risk that the Currency Warrants will expire worthless. Further,
the cash settlement value of Currency Warrants at any time prior to exercise or
expiration may be less than the trading value of the Currency Warrants. The
trading value of the Currency Warrants will fluctuate because that value is
dependent, at any time, on a number of factors, including the time remaining to
exercise the Currency Warrants, the relationship between the exercise price of
the Currency Warrants and the price of the designated currency, and the exchange
rate associated with the designated currency. Because Currency Warrants are
unsecured obligations of the Company, changes in our perceived creditworthiness
may also be expected to affect the trading prices of Currency Warrants. Finally,
the amount of actual cash settlement of a Currency Warrant may vary as a result
of fluctuations in the price of the designated currency between the time
instructions are given to exercise the Currency Warrant and the time the
exercise is actually effected.
Prospective purchasers should be prepared to sustain a loss of some or all
of the purchase price of their Currency Warrants. Prospective purchasers of
Currency Warrants should be experienced with respect to options and option
transactions and should reach an investment decision only after careful
consideration with their advisers of the suitability of the Currency Warrants in
light of their particular financial circumstances, the information set forth
under "Risk Factors" in the prospectus supplement relating to the particular
issue of Currency Warrants
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<PAGE> 30
and to the other information regarding the Currency Warrants and the designated
currency set forth in this prospectus and the prospectus supplement.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities, Preferred Stock, Depositary
Shares, Common Stock, Securities Warrants or Currency Warrants (together
referred to as the "Offered Securities") (i) through underwriters, (ii) through
dealers, (iii) through agents or (iv) directly to purchasers. The applicable
prospectus supplement will set forth the terms of the offering of any Offered
Securities.
If underwriters are utilized in the sale of the Offered Securities, we will
execute an underwriting agreement with those underwriters. The underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale of
Offered Securities will be obligated to purchase all the Offered Securities if
any are purchased. In connection with the sale of Offered Securities,
underwriters may be deemed to have received compensation from us in the form of
underwriting discounts or commissions and may also receive commissions from the
purchasers of Offered Securities for whom they may act as agent. Underwriters
may sell Offered Securities to or through dealers. Those dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. If
underwriters are utilized in the sale of any Offered Securities, the applicable
prospectus supplement will contain a statement regarding the intention, if any,
of the underwriters to make a market in the Offered Securities.
If a dealer is utilized directly by us, we will sell the Offered Securities
to the dealer, as principal. The dealer may then resell the Offered Securities
to the public at varying prices to be determined by the dealer at the time of
resale.
Offered Securities may also be offered and sold through agents designated
by us from time to time. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for the period of
its appointment.
Underwriters, dealers or agents participating in the distribution of
Offered Securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Offered Securities may be deemed to be underwriting discounts and commissions
under the Securities Act. Under agreements which may be entered into by us,
underwriters, dealers or agents who participate in the distribution of Offered
Securities may be entitled to indemnification by us against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such underwriters, dealers or agents may be required to make.
The Offered Securities may be sold either at a fixed price or prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices.
Underwriters, dealers or agents may be customers of, engage in transactions
with, or perform services for, us, the Bank, Chase USA, Chase Texas or CSI or
certain of our other subsidiaries in the ordinary course of business.
Offers to purchase Offered Securities may be solicited directly by us.
Except as set forth in the applicable prospectus supplement, none of our
directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with direct sales by us of the
Offered Securities. Those persons may respond to inquiries by potential
purchasers and perform ministerial and clerical work in connection with direct
sales.
Under Section 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), when an NASD member, such as CSI,
participates in the distribution of an affiliated company's securities, the
offering must be conducted in accordance with the applicable provisions of
Section 2720. CSI is considered to be an "affiliate" (as such term is defined in
Section 2720) of ours by virtue of the fact that we are the parent company of
CSI. The offer and sale of any Offered Securities by CSI or any other qualified
affiliate of ours will comply with the requirements of Section 2720 regarding
the underwriting of securities of affiliates and with any restrictions that may
be imposed on CSI or such other affiliate of ours by the Federal Reserve Board.
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<PAGE> 31
This prospectus and the related prospectus supplement may be used by direct
or indirect wholly-owned subsidiaries of ours, including CSI, in connection with
offers and sales related to secondary market transactions in the Offered
Securities. Those subsidiaries may act as principal or agent in those
transactions. Secondary market sales will be made at prices related to
prevailing market prices at the time of sale.
We may authorize underwriters, dealers and agents to solicit offers by
certain institutions to purchase Offered Securities pursuant to Delayed Delivery
Contracts (each a "Contract") providing for payment and delivery on a future
date specified in the prospectus supplement. Institutions with which Contracts
may be made include commercial and savings banks, insurance companies,
educational and charitable institutions and other institutions we may approve.
The obligations of any purchaser under any Contract will not be subject to any
conditions except that any related sale of Offered Securities to underwriters
shall have occurred and the purchase by an institution of the Offered Securities
covered by its Contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which that institution is
subject.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1997
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
LEGAL OPINIONS
The validity of the Offered Securities will be passed upon for us by
Simpson Thacher & Bartlett, New York, New York, and for any underwriters by
Cravath, Swaine & Moore, New York, New York. Cravath, Swaine & Moore acts as
legal counsel to us and our subsidiaries in a substantial number of matters on a
regular basis.
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<PAGE> 32
[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
This Prospectus may be used by subsidiaries of The Chase Manhattan
Corporation, including Chase Securities Inc., in connection with offers and
sales in the secondary market of senior or subordinated debt securities or
preferred stock of The Chase Manhattan Corporation or warrants to purchase such
debt securities or preferred stock. These subsidiaries may act as principal or
agent and sales made by them will be made at prices related to market prices at
the time of sale.
Of the series of debt securities issued and outstanding as of the date of
this prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:
<TABLE>
<CAPTION>
DEBT SECURITIES TICKER SYMBOL
- --------------- -------------
<S> <C>
7 3/4% Subordinated Notes Due 1999.......................... CMBOY
8% Subordinated Notes Due 1999.............................. CMBO
7 1/2% Subordinated Notes Due 2003.......................... CMBS
Floating Rate Subordinated Notes Due 2003................... CMBSX
Floating Rate Subordinated Notes Due August 1, 2003......... CMBSY
7 7/8% Subordinated Notes Due 2004.......................... CMBTX
8% Subordinated Notes Due 2004.............................. CMBT
6 1/2% Subordinated Notes Due 2005.......................... CMBU
6 1/4% Subordinated Notes Due 2006.......................... CMBV
6 1/8% Subordinated Notes Due 2008.......................... CMBAX
6 3/4% Subordinated Notes Due 2008.......................... CMBAA
6 1/2% Subordinated Notes Due 2009.......................... CMBBB
</TABLE>
Of the series of preferred stock or depositary shares issued and
outstanding as of the date of this prospectus that may be offered by use of this
Prospectus, the following are listed on the New York Stock Exchange and have the
following ticker symbols:
<TABLE>
<CAPTION>
PREFERRED STOCK TICKER SYMBOL
- --------------- -------------
<S> <C>
10 1/2% Cumulative Preferred Stock.......................... CMBPRA
9.76% Cumulative Preferred Stock............................ CMBPRB
10.84% Cumulative Preferred Stock........................... CMBPRC
10.96% Cumulative Preferred Stock........................... CMBPRG
Depositary Shares for 7 1/2% Cumulative Preferred Stock..... CMBPRK
Adjustable Rate Cumulative Preferred Stock, Series L........ CMBPRL
Adjustable Rate Cumulative Preferred Stock, Series N........ CMBPRN
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE AN
OFFER OR SALE IS NOT PERMITTED.
This prospectus is dated , 1998.
<PAGE> 33
WHERE YOU CAN FIND MORE
INFORMATION ABOUT THE COMPANY
The Chase Manhattan Corporation (the "Company", which may be referred to as
"we" or "us") files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed;
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 23,
1998, March 17, 1998, April 21, 1998 and May 20, 1998;
(d) The descriptions of our Common Stock and Preferred Stock contained in
our Registration Statements filed under Section 12 of the Securities Exchange
Act of 1934.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Office of the Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
212-270-4040
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE
AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING
AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.
2
<PAGE> 34
THE CHASE MANHATTAN CORPORATION
GENERAL
The Company is a bank holding company registered under the Bank Holding
Company Act of 1956. We were organized as a Delaware corporation in 1968. As of
March 31, 1998, we were the largest banking institution in the United States,
with $366 billion in assets and $22 billion in stockholders' equity.
We conduct domestic and international financial services businesses through
various bank and non-bank subsidiaries. Our principal bank subsidiaries are The
Chase Manhattan Bank, a New York banking corporation (the "Bank"), Chase
Manhattan Bank USA, National Association, headquartered in Delaware ("Chase
USA"), and Chase Bank of Texas, National Association, headquartered in Texas
("Chase Texas"). Our principal non-bank subsidiary is Chase Securities Inc.
("CSI"), which is engaged in securities underwriting and dealing activities.
On March 31, 1996, The Chase Manhattan Corporation ("heritage Chase")
merged into Chemical Banking Corporation, which changed its name to "The Chase
Manhattan Corporation." The merger was accounted for as a pooling-of-interests.
Therefore, the information presented in this prospectus and the other documents
we file with the SEC are stated on a combined basis as if the merger had been in
effect for all periods presented.
BUSINESS
Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.
Global Banking
Global Banking provides financing, advisory, sales and trading, trade
finance, asset management and private banking services. Clients include
corporations, institutions, governments and wealthy individuals located around
the world. Global Banking operates in more than 50 countries, including major
operations in all key international financial centers. Chase Texas (other than
its consumer and global services businesses) is also included in Global Banking.
Chase Technology Solutions
Chase Technology Solutions combines the Company's global services
businesses, information technology and operations and electronic commerce
initiatives into a single group. Global services is a leading provider of
information and transaction services globally and includes custody, cash
management, trust and other fiduciary services.
National Consumer Services
National Consumer Services included, as of March 31, 1998, the
fourth-largest bank credit card issuer in the U.S., the third-largest originator
and servicer of residential mortgages in the U.S., and a leading provider of
auto financing and other consumer lending products. The Company and its
subsidiaries maintain a leading market share position in the New York
metropolitan tri-state area in serving the financial needs of consumers. We
offer customers convenient access to financial services by telephone, personal
computer and the internet and have the most branches and automated teller
machines in the New York metropolitan tri-state area. National Consumer Services
also has a small international consumer presence.
3
<PAGE> 35
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The consolidated ratios of earnings to fixed charges and the ratios of
earnings to combined fixed charges and preferred stock dividend requirements are
as follows:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits.... 1.62 1.82 1.66 1.90 1.86 1.62
Including Interest on Deposits.... 1.31 1.43 1.32 1.41 1.42 1.31
Earnings to Combined Fixed Charges
and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits.... 1.59 1.77 1.60 1.82 1.76 1.52
Including Interest on Deposits.... 1.30 1.41 1.30 1.38 1.38 1.27
</TABLE>
For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one-third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one-third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest.
DESCRIPTION OF COMPANY
DEBT SECURITIES
The Company (which includes Chemical Banking Corporation prior to its
merger with heritage Chase) has issued debt securities (the "Company Debt
Securities") from time to time, including senior debt securities (the "Company
Senior Securities") and subordinated debt securities (the "Company Subordinated
Securities"). The following summary of certain provisions of the Company Debt
Securities and the indentures under which they were issued (the "Company
Indentures") is not complete. You should refer to the Company Indentures, copies
of which are exhibits to the registration statement of which this prospectus is
a part (Registration Statement File No. 333- ; the "Registration
Statement"). Section references below are to the section in the applicable
Company Indenture. Capitalized terms have the meanings assigned to them in the
applicable Company Indenture. The referenced sections of the Company Indentures
and the definitions of capitalized terms are incorporated by reference.
GENERAL
The Company Senior Securities have been issued under an Indenture dated as
of December 1, 1989, as amended (the "Company Senior Indenture"), between the
Company and Bankers Trust Company, as Trustee (the "Company Senior Trustee").
The Company Subordinated Securities have been issued under an Indenture dated as
of April 1, 1987, as amended and restated as of December 15, 1992, and as
further amended (the "Company Subordinated Indenture"), between the Company and
U.S. Bank Trust National Association, as Trustee (the "Company Subordinated
Trustee"). The Company Debt Securities may be offered together with warrants to
purchase the Company Debt Securities (the "Debt Warrants"), warrants to purchase
shares of common stock (the "Common Stock Warrants"), warrants to purchase
shares of preferred stock (the "Preferred Stock Warrants") or currency warrants
entitling the holder to receive the cash value in U.S. dollars of the right to
purchase or the right to sell foreign currencies or composite currencies (the
"Currency Warrants"). A supplement to this prospectus will describe the specific
terms of any Debt Warrants, Preferred Stock Warrants or Currency Warrants that
may be issued.
Neither Company Indenture limits the amount of Company Debt Securities that
we may issue. Each Company Indenture provides that Company Debt Securities may
be issued up to the principal amount authorized by us from time to time.
4
<PAGE> 36
The Company is a holding company that conducts substantially all of its
operations through its subsidiaries. As a result, claims of the holders of the
Company Debt Securities will generally have a junior position to claims of
creditors of our subsidiaries, except to the extent that the Company may itself
be recognized as a creditor of those subsidiaries. Claims of creditors of our
subsidiaries other than the Company include substantial amounts of long-term
debt, deposit liabilities, federal funds purchased, securities sold under
repurchase agreements, commercial paper and other short-term borrowings.
The Company Debt Securities have been issued only in fully registered form
without coupons. The Company Indentures also provide that Company Debt
Securities of a series may be issued as permanent global Company Debt
Securities. See "Permanent Global Debt Securities" below. No service charge will
be made for any transfer or exchange of the Company Debt Securities, but the
Company may require payment of any taxes or other governmental charges.
Unless a particular issue of Company Debt Securities is represented by a
permanent global note, principal of (and premium, if any) and interest, if any,
on the Company Debt Securities is payable, and the Company Debt Securities are
transferable or exchangeable, at the corporate trust office of the Bank in New
York City. Payment of interest on any Company Debt Securities may be made at our
option by check mailed to the registered holders of the Company Debt Securities
at their registered addresses. In connection with any payment on a Company Debt
Security, we may require the holder to certify information to the Company. In
the absence of such certification, we may rely on any legal presumption to
determine our responsibilities, if any, to deduct or withhold taxes, assessments
or governmental charges from such payment.
Some of the Company Debt Securities may have been issued as original issue
discount Company Debt Securities. Original issue discount Company Debt
Securities bear no interest or bear interest at a below-market rate and will be
sold at a discount below their stated principal amount. Persons considering the
purchase, ownership or disposition of such original issue discount Company Debt
Securities should consult their own tax advisors concerning the United States
Federal income tax consequences to them with regard to such purchase, ownership
or disposition in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdiction.
Neither Company Indenture restricts our ability to enter into a highly
leveraged transaction or provides special protection to holders of Company Debt
Securities in the event of such a transaction. In addition, neither Indenture
provides special protection in the event of a sudden and dramatic decline in the
credit quality of the Company resulting from a takeover, recapitalization or
similar restructuring of the Company.
COMPANY SENIOR SECURITIES
The Company Senior Securities are direct, unsecured general obligations of
the Company and constitute Senior Indebtedness having the same rank as the other
Senior Indebtedness of the Company. See "Description of Company Debt
Securities -- Company Subordinated Securities -- Subordination" below.
Limitation on Disposition of Stock of the Bank. The Company Senior
Indenture contains a covenant by us that, so long as any of the Company Senior
Securities are outstanding (but subject to our rights in connection with our
consolidation or merger with or into another person or a sale of our assets),
neither we nor any Intermediate Subsidiary (as defined below) will dispose of
any shares of Voting Stock of the Bank (or any securities convertible into, or
options, warrants or rights to purchase shares of Voting Stock of the Bank),
except to the Company or an Intermediate Subsidiary. In addition, the covenant
provides that neither we nor any Intermediate Subsidiary will permit the Bank to
issue any shares of its Voting Stock (or securities convertible into, or
options, warrants or rights to purchase shares of its Voting Stock), nor will we
permit any Intermediate Subsidiary to cease to be an Intermediate Subsidiary.
These restrictions will not apply if (i) any disposition of Voting Stock of the
Bank (or any securities convertible into, or options, warrants or rights to
purchase shares of Voting Stock of the Bank) is made for fair market value, as
determined by the Board of Directors of the Company or the Intermediate
Subsidiary, and (ii) after giving effect to the transaction, we and any one or
more of our Intermediate Subsidiaries will collectively own at least 80% of the
issued and outstanding Voting Stock of the Bank (or any successor to the Bank)
free and clear of any security
5
<PAGE> 37
interest. The above covenant also does not restrict the Bank from being
consolidated with or merged into another domestic banking corporation, if after
the merger or consolidation the Company, or its successor, and any one or more
Intermediate Subsidiaries own at least 80% of the Voting Stock of the resulting
bank and no Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have happened and be
continuing. An Intermediate Subsidiary is defined in the Company Senior
Indenture as a Subsidiary (i) that is organized under the laws of any domestic
jurisdiction and (ii) of which all the shares of capital stock, and all
securities convertible into, and options, warrants and rights to purchase shares
of such capital stock, are owned directly by the Company, free and clear of any
security interest. The above covenant does not prevent the Bank from engaging in
a sale of assets to the extent otherwise permitted by the Company Senior
Indenture. (Section 1006).
Events of Default. The Company Senior Indenture defines an Event of
Default with respect to any series of Company Senior Securities as any one of
the following events:
(i) default in the payment of interest on any Company Senior Security
of that series and continuance of that default for 30 days;
(ii) default in the payment of principal of (or premium, if any, on)
any Company Senior Security of that series at Maturity;
(iii) default in the deposit of any sinking fund payment and
continuance of that default for 5 days;
(iv) failure by the Company for 60 days after notice to perform any of
the other covenants or warranties in the Company Senior Indenture
applicable to that series;
(v) (A) failure by the Company to pay indebtedness for borrowed money,
including Company Senior Securities of other series, in an aggregate
principal amount exceeding $25,000,000, at the later of final maturity or
the expiration of any applicable grace period or (B) acceleration of the
maturity of any of the Company's indebtedness for borrowed money, including
Company Senior Securities of other series, in an aggregate principal amount
exceeding $25,000,000, if such failure to pay or acceleration results from
a default under the instrument giving rise to, or securing, such
indebtedness for money borrowed and is not rescinded or annulled within 30
days after due notice, unless such default is contested in good faith by
appropriate proceedings;
(vi) certain events of bankruptcy, insolvency or reorganization of the
Company or the Bank; and
(vii) any other Event of Default specified with respect to Company
Senior Securities of that series. (Section 501).
If any Event of Default with respect to Company Senior Securities of any
series occurs and is continuing, either the Company Senior Trustee or the
holders of not less than 25% in principal amount of the Outstanding Company
Senior Securities of that series may declare the principal amount (or, if the
Company Senior Securities of that series are Original Issue Discount Securities,
a specified portion of the principal amount) of all Company Senior Securities of
that series to be due and payable immediately. No such declaration is required
upon certain events of bankruptcy. Subject to certain conditions, the
declaration may be annulled and past defaults (except uncured payment defaults
and certain other specified defaults) may be waived by the holders of a majority
in principal amount of the Outstanding Company Senior Securities of that series.
(Sections 502 and 513).
The Company Senior Indenture requires the Company Senior Trustee to, within
90 days after the occurrence of a default known to it with respect to any
outstanding series of Company Senior Securities, give the holders of that series
notice of the default if uncured or not waived. However, the Company Senior
Trustee may withhold the notice if it determines in good faith that the
withholding of the notice is in the interest of those holders, except that the
Company Senior Trustee may not withhold the notice in the case of a payment
default. The above notice shall not be given until 60 days after the occurrence
of a default in the performance of a covenant in the Company Senior Indenture
other than a covenant to make payment. The term "default" for the purpose only
of this provision means any event that is, or after notice or lapse of time or
both would become, an Event of Default with respect to Company Senior Securities
of that series. (Section 602).
6
<PAGE> 38
Other than the duty to act with the required standard of care during a
default, the Company Senior Trustee is not obligated to exercise any of its
rights or powers under the Company Senior Indenture at the request or direction
of any of the holders of Senior Securities, unless the holders shall have
offered to the Company Senior Trustee reasonable security or indemnity. (Section
603). The Company Senior Indenture provides that the holders of a majority in
principal amount of Outstanding Company Senior Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Company Senior Trustee for that series, or exercising any trust
or other power conferred on the Company Senior Trustee. However, the Company
Senior Trustee may decline to act if such direction is contrary to law or the
Company Senior Indenture. (Section 512).
The Company Senior Indenture includes a covenant that the Company will file
annually with the Company Senior Trustee a certificate of no default, or
specifying any default that exists. (Section 1007).
Defeasance and Covenant Defeasance. The Company Senior Indenture contains
a provision that, if made applicable to any series of Company Senior Securities,
permits the Company to elect (i) to defease and be discharged from all of our
obligations (subject to limited exceptions) with respect to any such series of
Company Senior Securities then outstanding ("defeasance") and/or (ii) to be
released from our obligations under certain covenants and the consequences of
the occurrence of an event of default resulting from a breach of these covenants
or a cross-default ("covenant defeasance"). To make either of the above
elections, we must deposit in trust with the Company Senior Trustee, money,
and/or U.S. Government Obligations which through the payment principal and
interest in accordance with their terms will provide sufficient money, without
reinvestment, to repay in full such Company Senior Securities. As a condition to
defeasance or covenant defeasance, we must deliver to the Company Senior Trustee
an Opinion of Counsel that the holders will not recognize income, gain or loss
for Federal income tax purposes as a result of such defeasance or covenant
defeasance. That opinion, in the case of defeasance under clause (i) above, must
refer to and be based upon a ruling received by the Company from the Internal
Revenue Service or which was published as a revenue ruling or upon a change in
applicable Federal income tax law.
Under Federal income tax law as of the date of this prospectus, defeasance
would likely be treated as a taxable exchange of Company Senior Securities for
interests in the defeasance trust. As a result, a holder would recognize gain or
loss equal to the difference between the holder's cost or other tax basis for
the Company Senior Securities and the value of the holder's proportionate
interest in the defeasance trust. That holder thereafter would be required to
include in income a proportionate share of the income, gain or loss, as the case
may be, of the defeasance trust. Under Federal income tax law as of the date of
this prospectus, covenant defeasance would ordinarily not be treated as a
taxable exchange of such Company Senior Securities. Purchasers of Company Senior
Securities should consult their own advisors as to the tax consequences to them
of defeasance and covenant defeasance, including the applicability and effect of
tax laws other than the Federal income tax law.
If the Company exercises its covenant defeasance option with respect to a
particular series of Company Senior Securities, then even if there were a
default under the related covenant, payment of those Company Senior Securities
could not be accelerated. The Company may exercise its defeasance option with
respect to a particular series of Company Senior Securities even if it
previously had exercised its covenant defeasance option. If the Company
exercises its defeasance option, payment of those Company Senior Securities may
not be accelerated because of any Event of Default. If the Company exercises its
defeasance option or covenant defeasance option and an acceleration were to
occur, the realizable value at the acceleration date of the money and U.S.
Government Obligations in the defeasance trust could be less than the principal
and interest then due on those Company Senior Securities. This is because the
required deposit of money and/or U.S. Government obligations in the defeasance
trust is based upon scheduled cash flows rather than market value, which will
vary depending upon interest rates and other factors.
Modification of the Indenture. We and the Company Senior Trustee may make
modifications and amendments to the Company Senior Indenture with the consent of
the holders of not less than a majority in principal amount of each series of
Outstanding Company Senior Securities affected by the
7
<PAGE> 39
modification or amendment. However, without the consent of each affected holder,
no such modification may (i) change the Stated Maturity of any Company Senior
Security of any series, (ii) reduce the principal amount of (or premium, if any,
on) any Company Senior Security, (iii) reduce the rate of payment of interest on
any Company Senior Security, or change certain other provisions relating to the
yield of the Company Senior Security, (iv) change the currency or currencies in
which any Company Senior Security is payable, (v) reduce the percentage of
holders of Outstanding Company Senior Securities of any series required to
consent to any modification, amendment or any waiver under the Company Senior
Indenture, or (vi) change the provisions in the Company Senior Indenture that
relate to its modification or amendment. (Section 902).
We and the Company Senior Trustee may amend the Company Senior Indenture in
certain circumstances without the consent of the holders of the Company Senior
Securities in the event we merge with another person, to replace the Company
Senior Trustee, to effect modifications that do not affect any outstanding
series of Company Senior Securities, and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of
the holders of any Company Senior Securities, consolidate or merge with any
other person or transfer or lease all or substantially all of our assets to
another person or permit another corporation to merge into the Company, provided
that: (i) the successor is a person organized under U.S. laws; (ii) the
successor, if not us, assumes our obligations on the Company Senior Securities
and under the Company Senior Indenture; (iii) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing; and (iv) certain other conditions are met. (Section 801).
The principal terms of the Company Senior Securities issued and outstanding
as of the date of this Prospectus are set forth below.
8
<PAGE> 40
TERMS AND PROVISIONS OF SENIOR MEDIUM-TERM NOTES, SERIES C
The table set forth below indicates the issuance dates, maturity dates and
a summary of certain interest rate terms of the $2,652,079,000 aggregate
principal amount of Senior Medium-Term Notes, Series C (the "Senior Series C
Notes"), issued and outstanding as of the date of this prospectus. The Senior
Series C Notes are not subject to any sinking fund and unless otherwise stated
below are not subject to redemption or repayment prior to maturity. Unless
otherwise indicated below, the redemption price for any Senior Series C Note
that is redeemable is 100% of its principal amount, plus accrued and unpaid
interest, if any, to the redemption date. The Senior Series C Notes have either
(a) fixed interest rates or (b) floating interest rates which are reset
periodically, by reference to an interest rate basis or formula.
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
------------- ---------------- ------------- ---------------------
<S> <C> <C> <C>
August 9, 1993......... $ 5,000,000.......... August 10, 1998........ LIBOR Telerate reset quarterly + 0.25%
December 28, 1993...... 5,000,000............. December 28, 1998...... LIBOR Telerate reset semiannually
January 25, 1994....... 50,000,000............ January 25, 1999....... LIBOR reset quarterly + 0.15%
June 6, 1994........... 10,000,000............ June 6, 1999........... LIBOR Telerate reset semiannually +0.40%
June 10, 1994.......... 5,000,000............. June 10, 1999.......... LIBOR Telerate reset quarterly +0.20%
July 20, 1994.......... 7,000,000............. July 20, 2004.......... LIBOR Telerate reset semiannually +0.50%
July 20, 1994.......... 10,000,000............ July 20, 2004.......... LIBOR Telerate reset semiannually +0.50%
September 20, 1994..... 5,000,000............. September 20, 1999..... LIBOR Telerate reset quarterly +0.37% but
in no event shall the rate exceed 9.5%
October 26, 1994....... 25,000,000............ October 26, 1999....... LIBOR Telerate reset quarterly +0.375% but
in no event shall the rate exceed 10%
November 2, 1994....... 15,000,000............ November 2, 1999....... LIBOR Telerate reset quarterly +0.4% but
in no event shall the rate exceed 9.75%
November 3, 1994....... 10,000,000............ November 3, 1999....... LIBOR Telerate reset quarterly +0.38% but
in no event shall the rate exceed 10%
February 28, 1995...... 150,000,000........... February 28, 2000...... LIBOR Telerate reset quarterly +0.20%
July 27, 1995.......... 30,000,000............ July 27, 2000.......... LIBOR Telerate reset quarterly +0.18%;
redeemable on payment dates on or after
July 27, 1998
August 10, 1995........ 10,000,000............ August 10, 2005........ LIBOR Telerate reset semiannually +0.45%;
converts to 8.0% fixed on August 10, 1999;
redeemable on August 10, 1998
September 1, 1995...... 13,000,000............ September 1, 2005...... LIBOR Telerate reset quarterly +0.40%;
converts to 8.75% fixed on September 1,
1999; redeemable on September 1, 1999
November 6, 1995....... 25,000,000............ November 6, 1998....... 5.88% fixed
November 10, 1995...... 50,000,000............ November 10, 1998...... LIBOR Telerate reset quarterly +0.10%
November 10, 1995...... 25,000,000............ November 10, 2001...... Constant maturity 10 year Treasury Index
minus 0.34%
November 15, 1995...... 10,000,000............ May 1, 2001............ Constant maturity 5 year Treasury Index
minus 0.15%
October 15, 1996....... 400,000,000........... October 15, 1998....... LIBOR reset quarterly
June 26, 1997.......... 100,000,000........... June 26, 2000.......... LIBOR Telerate reset monthly +0.02%
August 5, 1997......... 300,000,000........... August 5, 2027......... Zero coupon; redeemable on semiannual
redemption dates on or after August 5,
2002 at prices varying with the redemption
date
August 15, 1997........ 115,000,000........... August 15, 2017........ Zero coupon; redeemable on semiannual
redemption dates on or after August 15,
2001 at prices varying with the redemption
date
January 12, 1998....... 150,000,000........... January 12, 2000....... LIBOR Telerate reset quarterly
January 12, 1998....... 75,000,000............ January 12, 2001....... LIBOR Telerate reset quarterly +0.025%
January 15, 1998....... 75,000,000............ January 14, 2000....... Prime reset daily minus 2.78%
January 20, 1998....... 15,000,000............ January 21, 2003....... LIBOR Telerate reset monthly +0.14%
January 20, 1998....... 20,000,000............ January 20, 2000....... LIBOR Telerate reset quarterly minus 0.01%
January 20, 1998....... 250,000,000........... January 20, 2000....... Prime reset daily minus 2.79%
January 21, 1998....... 75,000,000............ January 21, 2000....... Prime reset daily minus 2.79%
February 13, 1998...... 66,000,000............ February 13, 2003...... LIBOR Telerate reset quarterly +0.15%
February 20, 1998...... 11,079,000............ February 22, 2028...... LIBOR Telerate reset monthly minus 0.10%
repayable at the option of the holder on
February 22 of 2008, 2011, 2014 and 2018
at prices varying with the redemption date
</TABLE>
9
<PAGE> 41
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
------------- ---------------- ------------- ---------------------
<S> <C> <C> <C>
February 26, 1998...... 100,000,000........... February 26, 2001...... LIBOR Telerate reset quarterly +0.06%
March 25, 1998......... 500,000,000........... March 25, 1999......... LIBOR Telerate reset quarterly minus 0.09%
</TABLE>
COMPANY SUBORDINATED SECURITIES
General. The Company Subordinated Securities are direct, unsecured general
obligations of the Company that are subordinate in right of payment to all
Senior Indebtedness and, in certain circumstances described below relating to
our dissolution, winding-up, liquidation or reorganization, to all Additional
Senior Obligations (as defined below). The Company Subordinated Indenture does
not limit the amount of debt (including Senior Indebtedness) or Additional
Senior Obligations which we may incur.
Unless otherwise indicated below with respect to a particular series of
Company Subordinated Securities, the maturity of the Company Subordinated
Securities will be subject to acceleration only upon our bankruptcy or
reorganization. See "Defaults and Waivers Thereof" below.
If any Company Subordinated Securities are specified below as convertible
into Common Stock ("Subordinated Convertible Securities"), the holders will be
entitled, as specified below, to convert those Subordinated Convertible
Securities into Common Stock, at the conversion price specified below.
The holders of a particular series of Company Subordinated Securities may
be obligated at maturity, or at any earlier time as set forth below, to exchange
that series of Company Subordinated Securities for Capital Securities (as
defined below) on terms specified below (Article Seventeen). "Capital
Securities" may consist of our Common Stock, perpetual preferred stock or other
of our capital securities acceptable to our primary Federal banking regulator.
Currently, our primary Federal banking regulator is the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board"). Whenever Company
Subordinated Securities are exchangeable for Capital Securities, we will be
obligated to deliver Capital Securities with a market value equal to the
principal amount of those Company Subordinated Securities. In addition, we will
unconditionally undertake, at our expense, to sell the Capital Securities in a
sale (the "Secondary Offering") on behalf of any holders who elect to receive
cash for the Capital Securities. The Common Stock is described below under
"Description of Capital Stock -- Common Stock". A description of our preferred
stock is set forth below under "Description of Capital Stock -- Preferred
Stock".
Subordination. The Company Subordinated Securities are subordinated in
right of payment to all Senior Indebtedness and, under certain circumstances,
Additional Senior Obligations. As of March 31, 1998, Senior Indebtedness and
Additional Senior Obligations of the Company aggregated approximately $9.5
billion.
The Company Subordinated Indenture defines "Senior Indebtedness" to mean
the principal of (and premium, if any) and interest on all indebtedness for
money borrowed by us, whether outstanding on the date the Company Subordinated
Indenture became effective or created, assumed or incurred after that date
(including all indebtedness of another person for money borrowed that we
guarantee). However, Senior Indebtedness does not include (A) Antecedent Company
Subordinated Indebtedness (as defined below), (B) Company Subordinated
Securities issued on or after December 15, 1992, (C) Assumed MHC Subordinated
Securities (as defined below), (D) Assumed Old Chase Subordinated Securities (as
defined below) and (E) other debt of ours which is expressly stated to have the
same rank as the Company Subordinated Securities or to rank not senior to the
Company Subordinated Securities (such other debt is referred to as "Other
Subordinated Indebtedness").
The Company Subordinated Indenture defines "Additional Senior Obligations"
to mean all indebtedness of the Company for claims in respect of derivative
products, such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements except Senior Indebtedness and except for
obligations which are expressly stated to have the same rank as or to be junior
to the Company Subordinated Securities.
At March 31, 1998, we had approximately $2.7 billion of Company
Subordinated Securities issued under the Company Subordinated Indenture and we
had approximately $304 million of Other Subordinated Indebtedness outstanding
that ranked equally with the Subordinated Securities.
10
<PAGE> 42
Antecedent Company Subordinated Indebtedness means all outstanding
subordinated indebtedness of the Company issued prior to December 15, 1992
(other than Assumed MHC Subordinated Indebtedness and Assumed Old Chase
Subordinated Indebtedness). At March 31, 1998, we had approximately $1.1 billion
of Antecedent Company Subordinated Indebtedness outstanding.
MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company which was assumed by us as a result of the merger of
Manufacturers Hanover Corporation into the Company on December 31, 1991. At
March 31, 1998, we had approximately $150 million of Assumed MHC Subordinated
Indebtedness outstanding.
Assumed Old Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of heritage Chase which was assumed by us as a result
of the merger of heritage Chase into the Company. At March 31, 1998, we had
approximately $3.7 billion of Assumed Old Chase Subordinated Indebtedness
outstanding.
Under the Company Subordinated Indenture, no payment may be made on the
Company Subordinated Securities and no exchange for Capital Securities may be
made in the event:
- we have failed to pay all amounts of principal (and premium, if any) and
interest, if any, due on all Company Senior Indebtedness; or
- there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any
Company Senior Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or
reorganization: (i) the holders of Company Senior Indebtedness will be paid the
full amounts of principal (and premium, if any) and interest, if any, before any
payment or distribution is made on the Company Subordinated Securities, and (ii)
if, after such payments on the Company Senior Indebtedness have been made, (A)
there are amounts available for payment on the Company Subordinated Securities
and (B) creditors in respect of Additional Senior Obligations have not received
their full payments, then amounts available for payment on the Company
Subordinated Securities will first be used to pay in full all such Additional
Senior Obligations before any payment will be made on the Company Subordinated
Securities.
No series of our subordinated debt securities is subordinated to any of our
other series of subordinated debt securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness; Company
Subordinated Indebtedness and Other Subordinated Indebtedness are subordinated
to Senior Indebtedness and, in certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, to Additional Senior
Obligations; Assumed MHC Subordinated Indebtedness is subordinated to Senior
Indebtedness, Additional Senior Obligations and all of our other obligations to
our creditors, except any obligation which is expressly stated to have the same
rank as, or to rank not senior to, the Assumed MHC Subordinated Indebtedness;
and Old Chase Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation which is expressly stated to have the same rank as, or to
rank not senior to, the Assumed Old Chase Subordinated Indebtedness. As a result
of the differences between the subordination provisions applicable to the
Company Subordinated Indebtedness, the Antecedent Company Subordinated
Indebtedness, the Assumed MHC Subordinated Indebtedness, the Assumed Old Chase
Subordinated Indebtedness and the Other Subordinated Indebtedness, in the event
of our dissolution, winding-up, liquidation or reorganization, the holders of
Company Subordinated Indebtedness and Other Subordinated Indebtedness may
receive less, ratably, than the holders of Antecedent Company Subordinated
Indebtedness, but more, ratably, than the holders of Assumed MHC Subordinated
Indebtedness and Assumed Old Chase Subordinated Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. Except as noted in
the next sentence, the Company Subordinated Indenture does not contain a
covenant prohibiting us from selling or otherwise disposing of any shares of, or
securities convertible into, or options, warrants or rights to purchase shares
of, voting stock of the Bank, nor does it prohibit the Bank from issuing any
such shares of voting stock or securities convertible into, or options, warrants
or rights to purchase shares of its voting stock. However, the Company
Subordinated Indenture does contain a covenant, which is for the exclusive
benefit of the holders of the Ante-
11
<PAGE> 43
cedent Company Subordinated Indebtedness and which is subject to the provisions
described below under "Consolidation, Merger and Sale of Assets," that we will
not sell or otherwise dispose of any shares of, or securities convertible into,
or options, warrants or rights to purchase shares of, voting stock of the Bank,
nor will we permit the Bank to issue any such shares of voting stock or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock. However, the covenant does not prohibit: (i) issuances or
sales of directors' qualifying shares; (ii) issuances or sales of shares to us;
(iii) sales or other dispositions or issuances for fair market value, as
determined by our Board of Directors so long as we would continue to own
directly or indirectly not less than 80% of the issued and outstanding shares of
the voting stock of the Bank; (iv) sales or other dispositions or issuances made
in compliance with an order or direction of a court or regulatory authority of
competent jurisdiction; and (v) sales of voting stock by the Bank to its
shareholders if such sales do not reduce the percentage of shares of voting
stock owned by us. (Section 5.07).
Defaults and Waivers. The Company Subordinated Indenture defines an Event
of Default (i) with respect to Antecedent Company Subordinated Indebtedness, as
any one of certain events of bankruptcy, insolvency and reorganization affecting
the Company; (ii) with respect to Company Subordinated Indebtedness, as any one
of certain events of bankruptcy or reorganization affecting the Company and any
other event described below as an Event of Default for a particular series.
(Section 7.01). If an Event of Default occurs and is continuing with respect to
any outstanding series of Company Subordinated Securities, the Company
Subordinated Trustee or the holders of at least 25% in aggregate principal
amount of that outstanding series may declare the principal (or, in the case of
original issue discount Company Subordinated Securities, a specified amount of
principal) of all Company Subordinated Securities of that series to be due and
payable immediately in cash. Subject to certain conditions, any such declaration
may be annulled, and certain past defaults may be waived, by the holders of not
less than a majority in aggregate principal amount of the Company Subordinated
Securities of that series. (Section 7.01). The right of the holders of the
Company Subordinated Securities of a series to demand payment in cash upon the
occurrence and continuance of an Event of Default continues to exist so long as
the Company Subordinated Securities of that series have not been exchanged or
converted. Any right to enforce such payment in cash would, in the event of the
bankruptcy or reorganization of the Company, be subject to the broad equity
powers of a Federal bankruptcy court and to its determination of the nature and
status of the payment claims of the holders of the Company Subordinated
Securities. Prior to any declaration of acceleration, the holders of a majority
in aggregate principal amount of the applicable series of Company Subordinated
Securities may waive any past default or Event of Default, except a payment
default. (Section 7.07).
Unless otherwise provided in the terms of a series of Company Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Company Subordinated Securities of that series upon a default in the
payment of principal or interest or a default in the performance of any covenant
or agreement in the Company Subordinated Securities or the Company Subordinated
Indenture. In the event of default in the payment of interest or principal
(including a default in the delivery of any Capital Securities in exchange for
Company Subordinated Securities) or in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture, the Company Subordinated Trustee may, subject to certain limitations
and conditions, seek to enforce that payment (or delivery) or the performance of
that covenant or agreement.
The Company Subordinated Indenture requires the Company Subordinated
Trustee, within 90 days after the occurrence of a default with respect to
Company Subordinated Securities of any series, to give the holders of that
series notice of all uncured defaults known to it (the term "default" being
defined to include the events specified above without grace periods or notice).
However, except in certain cases (involving the bankruptcy or reorganization of
the Company, a payment default or default in the obligation to deliver Capital
Securities in exchange for Company Subordinated Securities), the Company
Subordinated Trustee may withhold the notice if it determines in good faith that
the withholding of the notice is in the interest of those holders. (Section
7.08). We are required to furnish to the Company Subordinated Trustee annually
an officers' certificate as to the absence of defaults
12
<PAGE> 44
under the Company Subordinated Indenture. (Section 5.06).
Other than the duties of the Company Subordinated Trustee to act with the
required standard of care during a default, the Company Subordinated Trustee is
not obligated to exercise any of its rights or powers under the Company
Subordinated Indenture at the request or direction of any of the holders of the
Company Subordinated Securities, unless those holders shall have offered to the
Company Subordinated Trustee reasonable security or indemnity. Subject to that
provision for security or indemnification, the holders of a majority in
principal amount of the Company Subordinated Securities of any series then
outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to, or exercising any trust
or power conferred on, the Company Subordinated Trustee with respect to the
Company Subordinated Securities of that series. (Sections 7.07 and 8.02).
Modification of the Company Subordinated Indenture. The Company
Subordinated Indenture contains provisions permitting us and the Company
Subordinated Trustee to modify the Company Subordinated Indenture or the rights
of the holders of the Company Subordinated Securities with the consent of the
holders of not less than a majority in principal amount of each outstanding
series of the Company Subordinated Securities affected by the modification.
However, no such modification may, without the consent of each holder of the
Company Subordinated Security affected by the modification: (i) change the
stated maturity date of the principal of, or any installment of principal of or
interest on, any Company Subordinated Security; (ii) reduce the principal amount
of (or premium, if any) or interest, if any, on any Company Subordinated
Security; (iii) reduce the portion of the principal amount of an original issue
discount Company Subordinated Security payable upon acceleration of the maturity
thereof; (iv) reduce any amount payable upon redemption of any Company
Subordinated Security; (v) change the place or places where, or the currency in
which, any Company Subordinated Security or any premium or the interest thereon
is payable; (vi) change the definition of "Market Value"; (vii) impair the right
of any holders of Company Subordinated Securities of any series to receive on
any Exchange Date for Company Subordinated Securities of that series Capital
Securities with a Market Value equal to that required by the terms of the
Company Subordinated Securities; (viii) impair the conversion rights (if any) of
any holders; (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Company Subordinated
Security (including any right of redemption at the option of the holder of that
Company Subordinated Security) or impair any rights to the delivery of Capital
Securities in exchange for any Company Subordinated Security or to require the
Company to sell Capital Securities in a Secondary Offering or to require the
delivery of Common Stock, Company Debt Securities or other property upon
conversion of Company Subordinated Securities; (x) reduce the above-stated
percentage of Company Subordinated Securities of any series the consent of the
holders of which is necessary to modify or amend the Company Subordinated
Indenture or reduce the percentage of Company Subordinated Securities of any
series the holders of which are required to waive any past default or Event of
Default; or (xi) modify the foregoing requirements. (Section 11.02).
The Company Subordinated Indenture permits us and the Company Subordinated
Trustee to amend the Company Subordinated Indenture in certain circumstances
without the consent of the holders of Company Subordinated Securities in the
event of the merger of the Company, the replacement of the Company Subordinated
Trustee, to effect modifications which do not affect any outstanding series of
Company Subordinated Securities and for certain other purposes. (Section 11.01).
Consolidation, Merger and Sale of Assets. We may not merge or consolidate
with any other corporation or sell or convey all or substantially all of our
assets to any other corporation, unless (i) we are the continuing corporation or
the successor corporation expressly assumes the payment of the principal of
(including issuance and delivery of Capital Securities) and premium, if any, and
interest, if any, on the Company Subordinated Securities and the performance and
observance of all the covenants and conditions of the Company Subordinated
Indenture binding upon us, and (ii) we or the successor corporation shall not,
immediately after such merger or consolidation or such sale or conveyance, be in
default in the performance of any such covenant or condition. (Article Twelve).
The principal terms of the Company Subordinated Securities issued and
outstanding as of the date of this Prospectus are set forth below.
13
<PAGE> 45
TERMS AND PROVISIONS OF 10 3/8% SUBORDINATED NOTES DUE 1999
The 10 3/8% Subordinated Notes Due 1999 (the "10 3/8% 1999 Notes") are
limited to $100,000,000 aggregate principal amount and will mature on March 15,
1999. The 10 3/8% 1999 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 10 3/8% 1999 Notes. The 10 3/8% 1999 Notes bear
interest from March 15, 1989 (or from the most recent date on which interest was
paid), payable semiannually in arrears on each March 15 and September 15,
commencing September 15, 1989, to the persons in whose names the 10 3/8% 1999
Notes are registered at the close of business on the first day of March or
September preceding such March 15 or September 15. The happening of one or more
of the following events shall constitute an Event of Default with respect to the
10 3/8% 1999 Notes: (i) default for 30 days in the payment of any installment of
interest on any 10 3/8% 1999 Note; (ii) default in the payment, when due, of the
principal of any 10 3/8% 1999 Note; (iii) default, for 60 days after appropriate
written notice, in the observance or performance of any of our other covenants
or agreements contained in the 10 3/8% 1999 Notes or in the Company Subordinated
Indenture for the benefit of the 10 3/8% 1999 Notes; and (iv) certain events of
bankruptcy, insolvency and reorganization affecting us or the Bank.
TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED
CAPITAL NOTES DUE 1999
The 9 3/4% Subordinated Capital Notes Due 1999 (the "9 3/4% 1999 Notes")
are limited to $300,000,000 aggregate principal amount and will mature on June
15, 1999. The 9 3/4% 1999 Notes are not redeemable prior to maturity, except
upon the occurrence of certain events relating to the Federal income tax
treatment of the 9 3/4% 1999 Notes to the Company, and no sinking fund is
provided for the 9 3/4% 1999 Notes. The 9 3/4% 1999 Notes bear interest from
June 22, 1987 (or from the most resent date on which interest was paid), payable
semiannually in arrears on each June 15 and December 15, commencing December 15,
1987, to the persons in whose names the 9 3/4% 1999 Notes are registered at the
close of business on the first day of June or December preceding such June 15 or
December 15. At maturity, the 9 3/4% 1999 Notes will be exchanged for Capital
Securities having a Market Value equal to the principal amount of the 9 3/4%
1999 Notes, unless we elect to pay in cash the principal amount of the 9 3/4%
1999 Notes, in whole or in part, from amounts representing proceeds of other
issuances of Capital Securities which we have previously designated for such use
("Designated Proceeds"). The Company has Designated Proceeds sufficient to pay
the 9 3/4% 1999 Notes in cash at maturity.
TERMS AND PROVISIONS OF 10 1/8% SUBORDINATED
CAPITAL NOTES DUE 2000
The 10 1/8% Subordinated Capital Notes Due 2000 (the "10 1/8% 2000 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on
November 1, 2000. The 10 1/8% 2000 Notes are not subject to redemption prior to
maturity, except upon the occurrence of certain events relating to the Federal
income tax treatment of the 10 1/8% 2000 Notes to the Company, and no sinking
fund is provided for the 10 1/8% 2000 Notes. The 10 1/8% 2000 Notes bear
interest from November 1, 1988 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each May 1 and November 1,
commencing May 1, 1989, to the persons in whose names the 10 1/8% 2000 Notes are
registered at the close of business on the fifteenth day of April or October
preceding such May 1 or November 1. At maturity, the 10 1/8% 2000 Notes will be
exchanged for Capital Securities having a Market Value equal to the principal
amount of the 10 1/8% 2000 Notes, unless we elect to pay in cash the principal
amount of the 10 1/8% 2000 Notes, in whole or in part, from Designated Proceeds.
The Company has Designated Proceeds sufficient to pay the 10 1/8% 2000 Notes in
cash at maturity.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED NOTES DUE 2002
The 8 1/2% Subordinated Notes Due 2002 (the "8 1/2% 2002 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on February
15, 2002. The 8 1/2% 2002 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 8 1/2% 2002 Notes. The 8 1/2% 2002 Notes bear
interest from February 10, 1992 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each February 15 and August 15,
commencing August 15, 1992, to the persons in whose names the 8 1/2% 2002 Notes
are registered at the close of business on the first day of February or August
preceding such February 15 or August 15. The happening of one or more of the
following events shall
14
<PAGE> 46
constitute an Event of Default with respect to the 8 1/2% 2002 Notes: (i)
default for 30 days in the payment of any installment of interest on any 8 1/2%
2002 Note; (ii) default in the payment, when due, of the principal of any 8 1/2%
2002 Note; (iii) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements contained
in the 8 1/2% 2002 Notes; and (iv) certain events of bankruptcy, insolvency and
reorganization affecting us or the Bank.
TERMS AND PROVISIONS OF 8 5/8% SUBORDINATED
DEBENTURES DUE 2002
The 8 5/8% Subordinated Debentures Due 2002 (the "8 5/8% 2002 Debentures")
are limited to $150,000,000 aggregate principal amount and will mature on May 1,
2002. The 8 5/8% 2002 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 8 5/8% 2002 Debentures. The 8 5/8% 2002
Debentures bear interest from May 1, 1992 (or from the most recent date on which
interest was paid), payable semiannually in arrears on each May 1 and November
1, commencing November 1, 1992, to the persons in whose names the 8 5/8% 2002
Debentures are registered at the close of business on the fifteenth day of April
or October preceding such May 1 or November 1.
TERMS AND PROVISIONS OF 8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002
The 8 1/8% Subordinated Notes Due June 15, 2002 (the "8 1/8% 2002 Notes")
are limited to $100,000,000 aggregate principal amount and will mature on June
15, 2002. The 8 1/8% 2002 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 8 1/8% 2002 Notes. The 8 1/8% 2002 Notes bear
interest from June 15, 1992 (or from the most recent date on which interest was
paid), payable semiannually in arrears on each June 15 and December 15,
commencing December 15, 1992, to the persons in whose names the 8 1/8% 2002
Notes are registered at the close of business on the first day of June or
December preceding such June 15 or December 15.
TERMS AND PROVISIONS OF 7 5/8% SUBORDINATED NOTES DUE 2003
The 7 5/8% Subordinated Notes Due 2003 (the "7 5/8% 2003 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on January
15, 2003. The 7 5/8% 2003 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 7 5/8% 2003 Notes. The 7 5/8% 2003 Notes bear
interest from January 22, 1993 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each January 15 and July 15,
commencing July 15, 1993, to the persons in whose names the 7 5/8% 2003 Notes
are registered at the close of business on the first day of January or July
preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED
DEBENTURES DUE 2005
The 7 1/8% Subordinated Debentures Due 2005 (the "7 1/8% 2005 Debentures")
are limited to $200,000,000 aggregate principal amount and will mature on March
1, 2005. The 7 1/8% 2005 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 7 1/8% 2005 Debentures. The 7 1/8% 2005
Debentures bear interest from March 1, 1993 (or from the most recent date on
which interest was paid), payable semiannually in arrears on each March 1 and
September 1, commencing September 1, 1993, to the persons in whose names the
7 1/8% 2005 Debentures are registered at the close of business on the fifteenth
day of February or August preceding such March 1 or September 1.
TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED
DEBENTURES DUE 2006
The 7 7/8% Subordinated Debentures Due 2006 (the "7 7/8% 2006 Debentures")
are limited to $150,000,000 aggregate principal amount and will mature on July
15, 2006. The 7 7/8% 2006 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 7 7/8% 2006 Debentures. The 7 7/8% 2006
Debentures bear interest from July 27, 1994 (or from the most recent date on
which interest was paid), payable semiannually in arrears on each January 15 and
July 15, commencing January 15, 1995, to the persons in whose names the 7 7/8%
2006 Debentures are registered at the close of business on the first day of
January or July preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED NOTES DUE 2007
The 7 1/8% Subordinated Notes due 2007 (the "7 1/8% 2007 Notes") are
limited to $300,000,000
15
<PAGE> 47
aggregate principal amount and will mature on February 1, 2007. The 7 1/8% 2007
Notes are not redeemable prior to maturity and no sinking fund is provided for
the 7 1/8% 2007 Notes. The 7 1/8% 2007 Notes bear interest from January 29, 1997
(or from the most recent date on which interest was paid), payable semiannually
in arrears on each February 1 and August 1, commencing August 1, 1997, to the
persons in whose names the 7 1/8% 2007 Notes are registered at the close of
business on the fifteenth day of January and July preceding such February 1 or
August 1.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED
DEBENTURES DUE 2009
The 6 1/2% Subordinated Debentures Due 2009 (the "6 1/2% 2009 Debentures")
are limited to $200,000,000 aggregate principal amount and will mature on
January 15, 2009. The 6 1/2% 2009 Debentures are not redeemable prior to
maturity and no sinking fund is provided for the 6 1/2% 2009 Debentures. The
6 1/2% 2009 Debentures bear interest from January 25, 1994 (or from the most
recent date on which interest was paid), payable semiannually in arrears on each
January 15 and July 15, commencing July 15, 1994, to the persons in whose names
the 6 1/2% 2009 Debentures are registered at the close of business on the first
day of January or July preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/4% SUBORDINATED NOTES DUE 2007
The 7 1/4% Subordinated Notes Due 2007 (the "7 1/4% 2007 Notes") are
limited to $320,000,000 aggregate principal amount and will mature on June 1,
2007. The 7 1/4% 2007 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 7 1/4% 2007 Notes. The 7 1/4% 2007 Notes bear interest
from May 21, 1997 (or from the most recent date on which interest was paid),
payable semiannually in arrears on each June 1 and December 1, commencing
December 1, 1997, to the persons in whose names the 7 1/4% 2007 Notes are
registered at the close of business on the fifteenth day of May or November
preceding such June 1 or December 1.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED NOTES DUE 2009
The 7 1/8% Subordinated Notes Due 2009 (the "7 1/8% 2009 Notes") are
limited to $250,000,000 aggregate principal amount and will mature on June 15,
2009. The 7 1/8% 2009 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 7 1/8% 2009 Notes. The 7 1/8% 2009 Notes bear interest
from June 12, 1997 (or from the most recent date on which interest was paid),
payable semiannually in arrears on each June 15 and December 15, commencing
December 15, 1997, to the persons in whose names the 7 1/8% 2009 Notes are
registered at the close of business on the first day of June or December
preceding such June 15 or December 15.
TERMS AND PROVISIONS OF 6 3/8% SUBORDINATED NOTES DUE 2008
The 6 3/8% Subordinated Notes Due 2008 (the "6 3/8% 2008 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on February
15, 2008. The 6 3/8% 2008 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 6 3/8% 2008 Notes. The 6 3/8% 2008 Notes bear
interest from February 11, 1998 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each February 15 and August 15,
commencing August 15, 1998, to the persons in whose names the 6 3/8% 2008 Notes
are registered at the close of business on the first day of February or August
preceding such February 15 or August 15.
TERMS AND PROVISIONS OF 6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008
The 6 3/8% Subordinated Notes Due April 1, 2008 (the "6 3/8% April 1, 2008
Notes") are limited to $250,000,000 aggregate principal amount and will mature
on April 1, 2008. The 6 3/8% April 1, 2008 Notes are not redeemable prior to
maturity and no sinking fund is provided for the 6 3/8% April 1, 2008 Notes. The
6 3/8% April 1, 2008 Notes bear interest from April 7, 1998 (or from the most
recent date on which interest was paid), payable semiannually in arrears on each
April 1 and October 1, commencing October 1, 1998, to the persons in whose names
the 6 3/8% April 1, 2008 Notes are registered at the close of business on the
15th day of March or September preceding such April 1 or October 1.
16
<PAGE> 48
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A
The table set forth below indicates the issuance dates, maturity dates and
a summary of certain general interest rate terms of the $985,000,000 aggregate
principal amount of Subordinated Medium-Term Notes, Series A (the "Subordinated
Series A Notes"), issued and outstanding as of the date of this prospectus. The
Subordinated Series A Notes are not subject to any sinking fund and (unless
otherwise stated below) are not subject to redemption or repayment prior to
maturity. Unless otherwise indicated below, the redemption price for any
Subordinated Series A Note that is redeemable is 100% of its principal amount,
plus accrued and unpaid interest, if any, to the redemption date. The
Subordinated Series A Notes have either (a) fixed interest rates or (b) floating
interest rates which are determined, and adjusted periodically, by reference to
an interest rate basis or formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
- ------------- ------------------------ ------------- ---------------------
<S> <C> <C> <C>
April 5, 1995 $ 15,000,000............ April 5, 2005............... 10%; converts to LIBOR
reset semiannually on
April 5, 1999 but in no
event shall the rate be
less than 3%
May 24, 1995................ $ 15,000,000............ May 24, 2002................ 7.11%; redeemable on
payment dates on or after
May 24, 2000
May 25, 1995................ $ 25,000,000............ May 25, 2007................ 7.73%; redeemable on
payment dates on or after
May 25, 2000
June 15, 1995............... $ 10,000,000............ June 15, 2010............... 7.25%; redeemable on
payment dates on or after
June 15, 2000
March 24, 1997.............. $250,000,000............ March 24, 2027.............. Zero coupon; redeemable
annually on or after March
24, 2007 at prices varying
with the redemption date.
March 24, 1997.............. $100,000,000............ March 24, 2027.............. Zero coupon; redeemable
annually on or after March
24, 2007 at prices varying
with the redemption date.
September 24, 1997.......... $100,000,000............ September 15, 2006.......... 6.75%
November 5, 1997............ $ 20,000,000............ November 5, 2012............ 7.00%; redeemable on
payment dates on or after
November 5, 2001
November 20, 1997........... $ 25,000,000............ November 20, 2017........... 7.00%; redeemable on
payment dates on or after
November 20, 2001
December 4, 1997............ $ 25,000,000............ December 15, 2017........... 7.00%; redeemable on
payment dates on or after
December 15, 2001
December 12, 1997........... $ 25,000,000............ December 12, 2012........... 6.875%; redeemable on
December 12, 2002
December 18, 1997........... $ 50,000,000............ December 18, 2017........... 7.00%; redeemable on
payment dates on or after
December 18, 2000
December 26, 1997........... $ 25,000,000............ December 10, 2013........... 7.00%; redeemable on
payment dates on or after
December 26, 2000
</TABLE>
17
<PAGE> 49
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
- ------------- ------------------------ ------------- ---------------------
<S> <C> <C> <C>
February 23, 1998........... $ 25,000,000............ February 23, 2018........... 6.625%; redeemable on
payment dates on or after
February 23, 2002
March 2, 1998............... $ 25,000,000............ March 2, 2018............... 6.75%; redeemable on
payment dates on or after
March 2, 2001
April 17, 1998.............. $225,000,000............ April 17, 2028.............. Zero Coupon; redeemable
semiannually on or after
April 17, 2002
May 6, 1998................. $ 25,000,000............ May 6, 2013................. 6.50%; redeemable on
payment dates on or after
May 6, 2002
</TABLE>
18
<PAGE> 50
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
Set forth below is a table indicating the issuance dates, the maturity
dates and a summary of certain general interest rate terms of the $207,250,000
aggregate principal amount of Subordinated Medium-Term Notes, Series B (the
"Subordinated Series B Notes") issued and outstanding as of the date of this
prospectus. The Subordinated Series B Notes are not subject to any sinking fund
and (unless otherwise stated below) are not redeemable prior to their stated
maturity. Unless otherwise indicated below, the redemption price for any
Subordinated Series B Note that is redeemable is 100% of its principal amount,
plus accrued and unpaid interest, if any, to the redemption date. The
Subordinated Series B Notes have either (a) fixed interest rates or (b) floating
interest rates which are reset periodically, by reference to an interest rate
basis or formula.
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE
------------- ---------------- ------------- ----
<S> <C> <C> <C>
March 31, 1995................. $ 1,250,000.................... August 30, 2004................ Zero Coupon
April 7, 1995.................. $ 3,000,000.................... April 7, 2002.................. Zero Coupon
April 28, 1995................. $ 8,500,000.................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 5, 1995.................... $ 8,000,000.................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 12, 1995................... $ 4,750,000.................... May 16, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 17, 1995................... $25,000,000.................... May 17, 2005................... 7.50%; redeemable on
payment dates on or
after June 15, 2000
May 19, 1995................... $ 3,000,000.................... June 15, 2005.................. 7.25%; redeemable on
payment dates on or
after June 15, 2000
May 25, 1995................... $50,000,000.................... May 15, 2010................... 7.50%; redeemable on
payment dates on or
after May 15, 2000
May 26, 1995................... $ 1,250,000.................... June 15, 2005.................. 7.15%; redeemable on
payment dates on or
after June 15, 2000
June 2, 1995................... $ 2,500,000.................... June 15, 2005.................. 7.15%; redeemable on
payment dates on or
after June 15, 2000
June 30, 1995.................. $15,000,000.................... June 15, 2007.................. 7.05%; redeemable on
payment dates on or
after June 15, 2000
July 28, 1995.................. $25,000,000.................... July 15, 2010.................. 7.58%; redeemable on
payment dates on or
after July 15, 2000
August 1, 1995................. $15,000,000.................... August 15, 2005................ 7.125%; redeemable on
payment dates on or
after August 15, 2000
August 25, 1995................ $15,000,000.................... August 25, 2010................ 7.35%; redeemable on
payment dates on or
after August 25, 2000
November 16, 1995.............. $20,000,000.................... November 16, 2010.............. 7.00%; redeemable on
payment dates on or
after November 16,
1998
November 24, 1995.............. $10,000,000.................... November 24, 2010.............. 7.10%; redeemable on
payment dates on or
after November 24,
1998
</TABLE>
PERMANENT GLOBAL COMPANY DEBT SECURITIES
Certain series of the Company Debt Securities were issued in permanent
global form. See "Permanent Global Debt Securities" for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.
19
<PAGE> 51
INFORMATION CONCERNING THE TRUSTEES
The Company, the Bank and certain of our other subsidiaries maintain
deposits with, and conduct other banking transactions with, the trustees under
each of the Company Indentures in the ordinary course of business. U.S. Bank
Trust National Association is also trustee under the Old Chase Subordinated
Indenture (as defined below) and Bankers Trust Company is also trustee under the
Old Chase Senior Indenture (as defined below).
20
<PAGE> 52
DESCRIPTION OF OLD CHASE
DEBT SECURITIES
In connection with the merger of heritage Chase with and into the Company,
we assumed the obligations of heritage Chase with respect to certain senior debt
securities (the "Old Chase Senior Securities") and certain subordinated debt
securities (the "Old Chase Subordinated Securities," and together with the Old
Chase Senior Securities, the "Old Chase Debt Securities"). The following summary
of certain provisions of the Old Chase Debt Securities and the indentures under
which they were issued (the "Old Chase Indentures") is not complete. You should
refer to the Old Chase Indentures, copies of which are exhibits to the
Registration Statement. Capitalized terms have the meanings assigned to them in
the applicable Old Chase Indenture, and the definitions of those terms are
incorporated by reference.
GENERAL
The Old Chase Senior Securities have been issued under an Indenture, dated
as of July 1, 1986 (the "Old Chase Senior Indenture"), as amended, between the
Company and Bankers Trust Company, as Trustee (the "Old Chase Senior Trustee").
The Old Chase Subordinated Securities have been issued under an Indenture, dated
as of May 1, 1987, as amended (the "Old Chase Subordinated Indenture"), between
the Company and U.S. Bank Trust National Association, as successor Trustee (the
"Old Chase Subordinated Trustee").
Neither Old Chase Indenture limits the amount of debt securities that may
be issued by us. As noted above, because the Company is a holding company,
claims of holders of the Old Chase Debt Securities will generally have a junior
position to claims of creditors of the Company's subsidiaries. See "Description
of Company Debt Securities -- General" above.
The Old Chase Debt Securities have been issued in fully registered form
without coupons. Neither Old Chase Indenture restricts our ability to enter into
a highly leveraged transaction or provides special protection to holders of Old
Chase Debt Securities in the event of such a transaction. In addition, neither
Old Chase Indenture provides special protection in the event of a sudden and
dramatic decline in the credit quality of the Company resulting from a takeover,
recapitalization or similar restructuring of the Company.
OLD CHASE SENIOR SECURITIES
The Old Chase Senior Securities are direct, unsecured general obligations
of the Company and constitute Senior Indebtedness having the same rank as the
other Senior Indebtedness of the Company. See "Description of Company Debt
Securities -- Company Subordinated Securities -- Subordination" above.
Limitation on Disposition of Voting Stock of the Bank. The Old Chase
Senior Indenture contains a covenant by us that, so long as any Old Chase Senior
Securities are outstanding, we will not create a security interest in more than
20% of the shares of voting stock of the Bank, or permit more than 20% of those
shares (exclusive of directors' qualifying shares) to be held directly or
indirectly other than by (i) the Company or (ii) a corporation which is
wholly-owned (except for directors' qualifying shares) by the Company.
Defaults and Waivers. The Old Chase Senior Indenture provides that one or
more of the following events shall constitute an Event of Default with respect
to the Old Chase Senior Securities of that series:
(i) default in the payment of interest on any Old Chase Senior
Securities of that series for a period of 30 days;
(ii) default in the payment of the principal of (or premium, if any,
on) any Old Chase Senior Securities of that series;
(iii) default in performance, or breach, of any covenant or warranty
of the Company contained in the Old Chase Senior Indenture for the benefit
of Old Chase Senior Securities of that series for a period of 60 days after
notice of the default or breach has been given to the Company;
(iv) certain events of bankruptcy, insolvency or reorganization of the
Company; and
(v) any other Event of Default specified with respect to the Old Chase
Senior Securities of that series.
If an Event of Default occurs and is continuing with respect to the Old
Chase Senior Securities of any series, the Old Chase Senior Trustee or the
holders of not less than 25% in principal amount of the Old Chase Senior
Securities of that series then outstanding may declare the principal of the Old
21
<PAGE> 53
Chase Senior Securities of that series (or, if the Old Chase Senior Securities
of that series were issued as discounted Old Chase Senior Securities, a
specified portion of that principal amount) to be due and payable immediately.
Under certain conditions the declaration may be annulled, and certain past
defaults waived, by the holders of not less than a majority in principal amount
of the Old Chase Senior Securities of that series, upon the conditions provided
in the Indenture.
The Old Chase Senior Indenture requires the Old Chase Senior Trustee to,
within 90 days after the occurrence of a default known to it, with respect to
any outstanding series of Old Chase Senior Securities, give the holders of that
series notice of the default if uncured or not waived. However, the Old Chase
Senior Trustee may withhold the notice if it determines in good faith that the
withholding of the notice is in the interest of those holders, except that the
Old Chase Trustee may not withhold the notice in the case of a payment default.
The above notice shall not be given until 30 days after the occurrence of a
default in the performance of a covenant in the Old Chase Senior Indenture other
than a covenant to make payment. The term "default" for the purposes of this
provision means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Old Chase Senior Securities of
that series.
Other than the duty to act with the required standard of care during a
default, the Old Chase Senior Trustee is not obligated to exercise any of its
rights or powers under the Old Chase Senior Indenture at the request or
direction of the holders, unless the holders shall have offered to the Old Chase
Senior Trustee reasonable indemnity. Subject to that requirement for indemnity
and certain other conditions, the holders of a majority in principal amount of
the outstanding securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available, or exercising any trust
or power conferred on, the Old Chase Senior Trustee with respect to the Old
Chase Senior Securities of that series.
Meetings, Modification and Waiver. We and the Old Chase Senior Trustee may
modify or amend the Old Chase Senior Indenture with the consent of the holders
of not less than 66 2/3% in principal amount of the outstanding securities of
each series affected by the modification or amendment. However, no such
modification or amendment may, without the consent of the holder of each
outstanding security affected by the modification or amendment, (a) change the
stated maturity of the principal of, or any installment of principal of or
interest on, any Old Chase Senior Security, (b) reduce the principal amount of
any Old Chase Senior Security or change the rate of interest or the method of
calculation of interest thereon (except as provided in the Old Chase Senior
Indenture or in such Old Chase Senior Security), or any premium payable upon the
redemption thereof, (c) change any obligation of the Company to pay additional
amounts pursuant to the Old Chase Senior Indenture, (d) reduce the amount of
principal of an original issue discount security payable upon acceleration of
the maturity of that security, (e) adversely affect the right of repayment, if
any, at the option of the holder, (f) change the currency in which any Old Chase
Senior Security or any premium or any interest thereon is payable, (g) impair
the right to institute suit for the enforcement of any payment on any Old Chase
Senior Security, (h) reduce the percentage in principal amount of outstanding
securities of any series, the consent of whose holders is required for
modification or amendment of or any waiver under the Old Chase Senior Indenture,
(i) change our obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, or our obligation (if any) to maintain an
office or agency outside the United States, or (j) modify certain provisions of
the Old Chase Senior Indenture requiring consent of specified percentages of
holders, except to increase any such percentage.
We and the Old Chase Senior Trustee may amend the Old Chase Senior
Indenture in certain circumstances without the consent of the holders of the Old
Chase Senior Securities to evidence the merger of the Company or the replacement
of the Old Chase Senior Trustee or to make changes that do not become effective
with respect to previously outstanding series and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of
the holders of any of the Old Chase Senior Securities, consolidate with, merge
into or transfer all or substantially all of our assets to any corporation
organized and existing under the laws of the United States, any State or the
District of Columbia, so long as the successor corporation assumes our
obligations relating to the Old Chase Senior Securities and under the Old Chase
Senior Indenture and no Event of Default
22
<PAGE> 54
shall have happened and be continuing after giving effect to the transaction and
so long as certain other conditions are met.
The principal terms of the Old Chase Senior Securities issued and
outstanding as of the date of this Prospectus are set forth below.
TERMS AND PROVISIONS OF 5 1/2% NOTES DUE 2001
The 5 1/2% Notes Due 2001 (the "5 1/2% 2001 Notes") are limited to
$200,000,000 aggregate principal amount and will mature on February 15, 2001.
The 5 1/2% 2001 Notes are not redeemable prior to maturity and no sinking fund
is provided for in the 5 1/2% 2001 Notes. The 5 1/2% 2001 Notes bear interest
from February 12, 1996 (or from the most recent date on which interest was
paid), payable on each February 15 and August 15, commencing August 15, 1996, to
persons in whose names the 5 1/2% 2001 Notes are registered at the close of
business on the first day of January and July preceding such February 15 and
August 15.
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES B
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $174,995,000 aggregate principal amount of Old
Chase Senior Medium-Term Notes, Series B (the "Old Chase Senior Series B Notes")
issued and outstanding as of the date of this Prospectus. The Old Chase Senior
Series B Notes are not subject to any sinking fund and are not subject to
redemption or repayment prior to maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
------------- -------------- ------------- ---------------------
<S> <C> <C> <C> <C>
March 29, 1996................. $49,995,000 ........... March 29, 2006................. 6.85%
March 29, 1996................. 50,000,000 ........... March 29, 2001................. 6.43%
March 28, 1996................. 50,000,000 ........... March 29, 2001................. 6.45%
March 29, 1996................. 25,000,000 ........... March 29, 2001................. 6.43%
</TABLE>
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES C
The only series of Old Chase Senior Medium-Term Notes, Series C (the "Old
Chase Senior Series C Notes"), issued and outstanding as of the date of this
Prospectus is $25,000,000 aggregate principal amount of Old Chase Series C Notes
issued on March 29, 1996. Such Old Chase Series C Notes bear interest at a rate
of 6.50% per annum and mature on March 29, 2001. They are not subject to a
sinking fund and are not subject to redemption or repayment prior to maturity.
OLD CHASE SUBORDINATED SECURITIES
The Old Chase Subordinated Securities are direct, unsecured general
obligations of the Company. Payment of the principal of the Old Chase
Subordinated Securities is subject to acceleration only in the event of our
bankruptcy, insolvency or reorganization. The Old Chase Subordinated Indenture
does not limit the amount of debt (including Old Chase Senior Indebtedness (as
defined below)) that we may incur.
Subordination. The Old Chase Subordinated Securities are subordinated, by
their terms, to Senior Indebtedness and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than the Old Chase
Subordinated Securities, except obligations having the same rank as or ranking
junior to the Old Chase Subordinated Securities (collectively, "Old Chase Senior
Indebtedness").
No payment pursuant to the Old Chase Subordinated Securities may be made,
and no holder of Old Chase Subordinated Securities shall be entitled to demand
or receive any such payment unless all amounts of principal, premium, if any,
and interest then due on all Old Chase Senior Indebtedness shall have been paid
in full.
Upon any distribution of assets upon our dissolution, winding-up,
liquidation or reorganization, the holders of Old Chase Senior Indebtedness will
be entitled to receive payment in full before any payment is made on the Old
Chase Subordinated Securities. Because of such subordination, in the event of
our insolvency, holders of Old Chase Senior Indebtedness may receive
proportionately more, and holders of Old Chase Subordinated Securities may
receive proportionately less, than other creditors of the Company, including
holders of
23
<PAGE> 55
Company Subordinated Securities. See "Description of Company Debt
Securities -- Company Subordinated Securities".
Limitation on Disposition of Voting Stock of the Bank. The Old Chase
Subordinated Indenture contains a covenant for the exclusive benefit of the
holders of Old Chase Subordinated Securities issued prior to October 1, 1992
that we will not create a security interest in more than 20% of the shares of
the voting stock of the Bank or permit more than 20% of such shares (exclusive
of directors' qualifying shares) to be held directly or indirectly other than
(i) by us or (ii) by any corporation which is wholly-owned (except for
directors' qualifying shares) by us.
Defaults and Waivers. The Old Chase Subordinated Indenture defines an
Event of Default with respect to Old Chase Subordinated Securities of any series
as certain events involving our bankruptcy, insolvency or reorganization and any
other events established as Events of Default for any series of Old Chase
Subordinated Securities. If an Event of Default with respect to any outstanding
series of Old Chase Subordinated Securities occurs and is continuing, either the
Old Chase Subordinated Trustee or the holders of not less than 25% in aggregate
principal amount of that series may declare the principal amount (or, in the
case of original issue discount Old Chase Subordinated Securities, a specified
portion of the principal amount) of that series to be due and payable
immediately in cash. Any right to enforce the payment in cash would be subject
to the broad equity powers of a federal bankruptcy court and to its
determination of the nature of the rights of the holders of the Old Chase
Subordinated Securities of that series. At any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the Old Chase Subordinated Trustee, the holders
of a majority in aggregate principal amount of the outstanding Old Chase
Subordinated Securities of that series may, under certain circumstances, rescind
and annul the declaration.
The Old Chase Subordinated Indenture requires the Old Chase Subordinated
Trustee, within 90 days after the occurrence of a default known to it with
respect to any outstanding series, to give the holders of that series notice of
the default if not cured or waived. However, the Old Chase Subordinated Trustee
may withhold the notice if it in good faith determines that the withholding of
the notice is in the interest of those holders, except that the Old Chase
Subordinated Trustee may not withhold notice of a payment default. The above
notice shall not be given until 30 days after the occurrence of a default in the
performance of a covenant (other than a covenant to make payment). The term
"default" for the purposes of this provision means any event which is, or after
notice or lapse or time or both would become, an Event of Default with respect
to a series of Old Chase Subordinated Securities.
Other than the duty of the Old Chase Subordinated Trustee during the
continuance of an Event of Default to act with the required standard of care,
the Old Chase Subordinated Trustee is not obligated to exercise any of its
rights or powers under the Old Chase Subordinated Indenture at the request or
direction of any of the holders of the Old Chase Subordinated Securities of any
series, unless those holders shall have offered to the Old Chase Subordinated
Trustee reasonable indemnity. Subject to that requirement for indemnity, the
holders of a majority in aggregate principal amount of the outstanding Old Chase
Subordinated Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to, or
exercising any trust or power confirmed on, the Old Chase Subordinated Trustee
with respect to the Old Chase Subordinated Securities of that series.
The Company is required to file annually with the Old Chase Subordinated
Trustee a written statement of officers as to the existence or non-existence of
defaults.
Modification of the Old Chase Subordinated Indenture. We and the Old Chase
Subordinated Trustee may modify or alter the Old Chase Subordinated Indenture
with the consent of the holders of not less than 66 2/3% in principal amount of
the outstanding Old Chase Subordinated Securities of each series affected by the
modification or alteration. However, no such modification or alteration may,
without the consent of the holder of each Old Chase Subordinated Security
affected by the modification or alteration: (i) change the fixed maturity of the
principal of, or any installment of principal of or interest on, any Old Chase
Subordinated Security, (ii) reduce the principal amount thereof, (iii) change
the rate or rates (or the method of ascertaining the rate or rates) of interest
thereon
24
<PAGE> 56
(except as provided in the Old Chase Subordinated Indenture or in the Old Chase
Subordinated Securities of such series) or any premium payable upon the
redemption thereof, (iv) reduce the portion of the principal amount of any
original issue discount Old Chase Subordinated Security payable upon
acceleration of the maturity thereof, (v) change any place where, or the
currency in which, the principal amount of any Old Chase Subordinated Security
or any premium or interest thereon is payable, (vi) impair any right to
institute suit for the enforcement of any right to receive payment, or, if
applicable, to have delivered capital securities to be exchanged for such Old
Chase Subordinated Security and to have such capital securities sold in a
secondary offering to the extent provided in such Old Chase Subordinated
Security and in the Old Chase Subordinated Indenture, (vii) modify the
subordination provisions of the Old Chase Subordinated Indenture in a manner
adverse to the holders, (viii) reduce the percentage in principal amount of
outstanding Old Chase Subordinated Securities of such series required to approve
any modification or alteration of, or any waiver under, the Old Chase
Subordinated Indenture, or (ix) impair the right of any holder to receive on any
exchange date capital securities with a market value equal to the amount
established with respect to such series.
We and the Old Chase Subordinated Trustee may amend the Old Chase
Subordinated Indenture in certain circumstances without the consent of the
holders of the Old Chase Subordinated Securities to evidence the merger of the
Company or the replacement of the Old Chase Subordinated Trustee or to make
changes that do not become effective with respect to previously outstanding
series and for certain other purposes.
The principal terms of the Old Chase Subordinated Securities issued and
outstanding as of the date of this Prospectus are set forth below.
TERMS AND PROVISIONS OF 10% SUBORDINATED NOTES DUE 1999
The 10% Subordinated Notes Due 1999 (the "10% June 15, 1999 Notes") are
limited to $275,000,000 aggregate principal amount and will mature on June 15,
1999. The 10% June 15, 1999 Notes are not redeemable and no sinking fund is
provided for the 10% June 15, 1999 Notes. The 10% June 15, 1999 Notes bear
interest from June 15, 1987 (or from the most recent date on which interest has
been paid), payable semiannually in arrears on each June 15 and December 15,
commencing December 15, 1987, to the persons in whose names the 10% June 15,
1999 Notes are registered at the close of business on the first day of June or
December preceding such June 15 and December 15.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 1999
The 8% Subordinated Notes Due 1999 (the "8% June 15, 1999 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on June 15,
1999. The 8% June 15, 1999 Notes are not redeemable and no sinking fund is
provided for the 8% June 15, 1999 Notes. The 8% June 15, 1999 Notes bear
interest from June 24, 1992 (or from the most recent date on which interest has
been paid), payable semi-annually in arrears on each June 15 and December 15,
commencing December 15, 1992, to the persons in whose names the 8% June 15, 1999
Notes are registered at the close of business on the first day of June or
December preceding such June 15 and December 15.
TERMS AND PROVISIONS OF 7 3/4% SUBORDINATED NOTES DUE 1999
The 7 3/4% Subordinated Notes Due 1999 (the "7 3/4% November 1, 1999
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on November 1, 1999. The 7 3/4% November 1, 1999 Notes are not redeemable and no
sinking fund is provided for the 7 3/4% November 1, 1999 Notes. The 7 3/4%
November 1, 1999 Notes bear interest from November 1, 1992 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each May 1 and November 1, commencing May 1, 1993, to the persons in whose
names the 7 3/4% November 1, 1999 Notes are registered at the close of business
on the fifteenth day of April or October preceding such May 1 and November 1.
TERMS AND PROVISIONS OF 9 3/8% SUBORDINATED NOTES DUE 2001
The 9 3/8% Subordinated Notes Due 2001 (the "9 3/8% July 1, 2001 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on July
1, 2001. The 9 3/8% July 1, 2001 Notes are not redeemable and no sinking fund is
25
<PAGE> 57
provided for the 9 3/8% July 1, 2001 Notes. The 9 3/8% July 1, 2001 Notes bear
interest from July 13, 1989 (or from the most recent date on which interest has
been paid), payable semi-annually in arrears on each January 1 and July 1,
commencing January 1, 1990, to the persons in whose names the 9 3/8% July 1,
2001 Notes are registered at the close of business on the fifteenth day of
December or June preceding such January 1 and July 1.
TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED NOTES DUE 2001
The 9 3/4% Subordinated Notes Due 2001 (the "9 3/4% November 1, 2001
Notes") are limited to $150,000,000 aggregate principal amount and will mature
on November 1, 2001. The 9 3/4% November 1, 2001 Notes are not redeemable and no
sinking fund is provided for the 9 3/4% November 1, 2001 Notes. The 9 3/4%
November 1, 2001 Notes bear interest from March 1, 1991 (or from the most recent
date on which interest has been paid), payable semi-annually in arrears on each
May 1 and November 1, commencing May 1, 1992, to the persons in whose names the
9 3/4% November 1, 2001 Notes are registered at the close of business on the
fifteenth day of April or October preceding such May 1 and November 1.
TERMS AND PROVISIONS OF 7 1/2% SUBORDINATED NOTES DUE 2003
The 7 1/2% Subordinated Notes Due 2003 (the "7 1/2% February 1, 2003
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on February 1, 2003. The 7 1/2% February 1, 2003 Notes are not redeemable and no
sinking fund is provided for the 7 1/2% February 1, 2003 Notes. The 7 1/2%
February 1, 2003 Notes bear interest from February 2, 1993 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each February 1 and August 1, commencing August 1, 1993, to the persons in
whose names the 7 1/2% February 1, 2003 Notes are registered at the close of
business on the fifteenth day of January 15 or July 15 preceding such February 1
and August 1.
TERMS AND PROVISIONS OF FLOATING RATE
SUBORDINATED NOTES DUE 2003
The Floating Rate Subordinated Notes Due 2003 (the "Floating Rate July 15,
2003 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on July 15, 2003. The Floating Rate July 15, 2003 Notes are not
redeemable and no sinking fund is provided for the Floating Rate July 15, 2003
Notes. The Floating Rate July 15, 2003 Notes bear interest from July 15, 1993
(or from the most recent date on which interest has been paid), payable
quarterly in arrears on each January 15, April 15, July 15 and October 15,
commencing October 15, 1993, to the persons in whose names the Floating Rate
July 15, 1993 Notes are registered at the close of business on the first day of
January, April, July or October preceding such January 15, April 15, July 15 and
October 15. The per annum interest rate for each period will be reset quarterly
based on the greater of (i) LIBOR plus .125% or (ii) 4.35%.
TERMS AND PROVISIONS OF FLOATING RATE
SUBORDINATED NOTES DUE AUGUST 1, 2003
The Floating Rate Subordinated Notes Due August 1, 2003 (the "Floating Rate
August 1, 2003 Notes") are limited to $100,000,000 aggregate principal amount
and will mature on August 1, 2003. The Floating Rate August 1, 2003 Notes are
not redeemable and no sinking fund is provided for the Floating Rate August 1,
2003 Notes. The Floating Rate August 1, 2003 Notes bear interest from August 5,
1993 (or from the most recent date on which interest has been paid), payable
quarterly in arrears on each February 1, May 1, August 1 and November 1,
commencing November 1, 1993, to the persons in whose names the Floating Rate
August 1, 2003 Notes are registered at the close of business on the fifteenth
day of January, April, July or October preceding such February 1, May 1, August
1 and November 1. The per annum interest rate for each period will be reset
quarterly based on the greater of LIBOR or 4.50%.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 2004
The 8% Subordinated Notes Due 2004 (the "8% May 15, 2004 Notes") are
limited to $150,000,000 aggregate principal amount and will mature on May 15,
2004. The 8% May 15, 2004 Notes are redeemable on any day on or after May 15,
1999 at a redemption price equal to the principal amount and unpaid interest on
the notes. No sinking fund is provided for the 8% May 15, 2004 Notes. The 8% May
15, 2004 Notes bear interest from May 15, 1994 (or from the most recent date on
which interest has been paid), paya-
26
<PAGE> 58
ble semi-annually in arrears on each May 15 and November 15, commencing November
15, 1994, to the persons in whose names the 8% May 15, 2004 Notes are registered
at the close of business on the first day of May or November preceding such May
15 and November 15.
TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED NOTES DUE 2004
The 7 7/8% Subordinated Notes Due 2004 (the "7 7/8% August 1, 2004 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on August
1, 2004. The 7 7/8% August 1, 2004 Notes are redeemable on and after August 1,
1999, at a redemption price equal to the principal amount and unpaid interest on
the notes. No sinking fund is provided for the 7 7/8% August 1, 2004 Notes. The
7 7/8% August 1, 2004 Notes bear interest from August 10, 1994 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each February 1 and August 1, commencing February 1, 1995, to the persons in
whose names the 7 7/8% August 1, 2004 Notes are registered at the close of
business on the fifteenth day of January or July preceding such February 1 and
August 1.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE 2005
The 6 1/2% Subordinated Notes Due 2005 (the "6 1/2% August 1, 2005 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on August
1, 2005. The 6 1/2% August 1, 2005 Notes are not redeemable and no sinking fund
is provided for the 6 1/2% August 1, 2005 Notes. The 6 1/2% August 1, 2005 Notes
bear interest from July 27, 1993 (or from the most recent date on which interest
has been paid), payable semi-annually in arrears on each February 1 and August
1, commencing February 1, 1994, to the persons in whose names the 6 1/2% August
1, 2005 Notes are registered at the close of business on the fifteenth day of
January or July preceding such February 1 and August 1.
TERMS AND PROVISIONS OF 6 1/4% SUBORDINATED NOTES DUE 2006
The 6 1/4% Subordinated Notes Due 2006 (the "6 1/4% January 15, 2006
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on January 15, 2006. The 6 1/4% January 15, 2006 Notes are not redeemable and no
sinking fund is provided for the 6 1/4% January 15, 2006 Notes. The 6 1/4%
January 15, 2006 Notes bear interest from January 19, 1996 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each January 15 and July 15, commencing July 15, 1996, to the persons in
whose names the 6 1/4% January 15, 2006 Notes are registered at the close of
business on the first day of January or July preceding such January 15 and July
15.
TERMS AND PROVISIONS OF 6 3/4% SUBORDINATED NOTES DUE 2008
The 6 3/4% Subordinated Notes Due 2008 (the "6 3/4% August 15, 2008 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on August
15, 2008. The 6 3/4% August 15, 2008 Notes are not redeemable and no sinking
fund is provided for the 6 3/4% August 15, 2008 Notes. The 6 3/4% August 15,
2008 Notes bear interest from August 17, 1993 (or from the most recent date on
which interest has been paid), payable semi-annually in arrears on each February
15 and August 15, commencing February 15, 1994, to the persons in whose names
the 6 3/4% August 15, 2008 Notes are registered at the close of business on the
first day of August or February preceding such August 15 and February 15.
TERMS AND PROVISIONS OF 6 1/8% SUBORDINATED NOTES DUE 2008
The 6 1/8% Subordinated Notes Due 2008 (the "6 1/8% October 15, 2008
Notes") are limited to $100,000,000 aggregate principal amount and will mature
on October 15, 2008. The 6 1/8% October 15, 2008 Notes are not redeemable and no
sinking fund is provided for the 6 1/8% October 15, 2008 Notes. The 6 1/8%
October 15, 2008 Notes bear interest from October 18, 1993 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each April 15 and October 15, commencing August 15, 1994, to the persons in
whose names the 6 1/8% October 15, 2008 Notes are registered at the close of
business on the first day of April or October preceding such April 15 and
October 15.
27
<PAGE> 59
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE 2009
The 6 1/2% Subordinated Notes Due 2009 (the "6 1/2% January 15, 2009
Notes") are limited to $150,000,000 aggregate principal amount and will mature
on January 15, 2009. The 6 1/2% January 15, 2009 Notes are not redeemable and no
sinking fund is provided for the 6 1/2% January 15, 2009 Notes. The 6 1/2%
January 15, 2009 Notes bear interest from January 15, 1994 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each January 15 and July 15, commencing January 15, 1994, to the persons in
whose names the 6 1/2% January 15, 2009 Notes are registered at the close of
business on the first day of January or July preceding such January 15 and July
15.
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $99,975,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series A (the "Old Chase Subordinated Series A
Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase
Subordinated Series A Notes are not subject to any sinking fund and are not
subject to redemption or repayment prior to maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- ----------- ------------- -----
<S> <C> <C> <C> <C>
February 13, 1992......................... $71,675,000 ........ February 13, 1999......................... 8.65%
February 19, 1992......................... 4,800,000 ........ February 19, 1999......................... 8.76%
February 19, 1992......................... 6,000,000 ........ February 19, 1999......................... 8.77%
February 20, 1992......................... 10,000,000 ........ February 22, 1999......................... 8.81%
February 24, 1992......................... 7,500,000 ........ March 1, 1999............................. 9.00%
</TABLE>
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $241,205,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series B (the "Old Chase Subordinated Series B
Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase
Subordinated Series B Notes are not subject to any sinking fund and (other than
as set forth below) are not subject to redemption or repayment prior to
maturity. Unless otherwise indicated below, the redemption price on any Old
Chase Subordinated Series B Note that is redeemable is 100% of its principal
amount, plus accrued and unpaid interest, if any, to the redemption date.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- ----------- ------------- ----
<S> <C> <C> <C> <C>
July 23, 1992.................. $75,000,000 ......... July 23, 1999.................. 7.580%
May 25, 1995................... 25,000,000 ......... May 15, 2010................... 7.625%; redeemable on
payment dates on or
after May 15, 2000
July 19, 1995.................. 25,000,000 ......... July 15, 2010.................. 7.200%; redeemable on
payment dates on or
after July 15, 2000
February 15, 1996.............. 25,000,000 ......... February 15, 2011.............. 6.600%; redeemable on
payment dates on or
after February 15, 2000
</TABLE>
28
<PAGE> 60
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES C
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $75,000,000 aggregate principal amount of Senior
Medium-Term Notes, Series C (the "Old Chase Subordinated Series C Notes"),
issued and outstanding as of the date of this Prospectus. Unless otherwise
indicated below, the redemption price on any Old Chase Subordinated Series C
Note that is redeemable is 100% of its principal amount, plus accrued and unpaid
interest, if any, to the date of redemption. The Old Chase Subordinated Series B
Notes are not subject to any sinking fund and (other than as set forth below)
are not subject to redemption or repayment prior to maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
------------- ----------- ------------- ---------------------
<S> <C> <C> <C> <C>
June 23, 1995.................. $25,000,000 ......... June 15, 2005.................. 7.05%
February 1, 1996............... 25,000,000 ......... February 1, 2011............... 6.75%; redeemable on
payment dates on or
after February 1, 1998
February 1, 1996............... 25,000,000 ......... February 1, 2011............... 6.75%; redeemable on
payment dates on or
after February 1, 1998
</TABLE>
PERMANENT GLOBAL OLD CHASE DEBT SECURITIES
Certain series of the Old Chase Debt Securities were issued in permanent
global form. See "Permanent Global Debt Securities" for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.
INFORMATION CONCERNING THE TRUSTEES
We, the Bank and certain of our other subsidiaries maintain deposits with,
and conduct other banking transactions with, the trustees under each of the Old
Chase Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Company Subordinated Indenture and Bankers
Trust Company is also trustee under the Company Senior Indenture.
29
<PAGE> 61
DESCRIPTION OF MHC
SUBORDINATED SECURITIES
In connection with the merger of Manufacturers Hanover Corporation with and
into the Company, we assumed the obligations of Manufacturers Hanover
Corporation with respect to certain subordinated debt securities (the "MHC
Subordinated Securities"). The following summary of certain provisions of the
MHC Subordinated Securities and the indenture under which they were issued (the
"MHC Subordinated Indenture") is not complete. You should refer to the MHC
Subordinated Indenture, a copy of which is an exhibit to the Registration
Statement. Capitalized terms have the meanings assigned to them in the MHC
Subordinated Indenture, and the definitions of those terms are incorporated by
reference.
GENERAL
The MHC Subordinated Securities have been issued under an Indenture, dated
as of June 1, 1985, as amended (the "MHC Subordinated Indenture"), between MHC
and IBJ Schroder Bank & Trust Company, as Trustee (the "MHC Subordinated
Trustee").
As noted above, because the Company is a holding company, claims of holders
of the MHC Subordinated Securities will generally have a junior position to
claims of creditors of the Company's subsidiaries. See "Description of Company
Debt Securities -- General" above.
The MHC Subordinated Securities have been issued in fully registered form
without coupons. The MHC Subordinated Indenture does not restrict our ability to
enter into a highly leveraged transaction or provide special protection in the
event of such a transaction. In addition, the MHC Subordinated Indenture does
not provide special protection in the event of a sudden and dramatic decline in
the credit quality of the Company resulting from a takeover, recapitalization or
similar restructuring of the Company.
MHC Subordinated Securities are direct, unsecured debt obligations of the
Company. Payment of the principal of the MHC Subordinated Securities is subject
to acceleration only in the event of our bankruptcy, insolvency or
reorganization. The MHC Subordinated Indenture does not restrict our ability to
incur additional debt (including MHC Senior Indebtedness (as defined below)).
Subordination. The MHC Subordinated Securities are subordinated, by their
terms, to Senior Indebtedness, and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than any obligation that
is by its terms expressly stated to be not superior in right of payment to or to
rank equally or junior to the MHC Subordinated Securities (collectively, "MHC
Senior Indebtedness").
Under the MHC Subordinated Indenture, no payment may be made on the MHC
Subordinated Securities in the event:
- we have failed to pay all amounts of principal (and premium, if any) and
interest, if any, due on all MHC Senior Indebtedness; or
- there shall exist any event of default or any event which, with notice or
lapse of time or both, would become an event of default on any MHC Senior
Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or
reorganization the holders of MHC Senior Indebtedness will be paid the full
amounts of principal (and premium, if any) and interest, if any, before any
payment or distribution is made on the MHC Subordinated Securities.
Because of such subordination, in the event of our insolvency, holders of
MHC Senior Indebtedness may receive proportionately more, and holders of MHC
Subordinated Securities may receive proportionately less, than our other
creditors, including holders of Company Subordinated Securities. See
"Description of Company Debt Securities -- Company Subordinated Securities".
Defaults and Waivers. The MHC Subordinated Indenture defines an Event of
Default with respect to any series of MHC Subordinated Securities as: (i)
default for 30 days in the payment of any instalment of interest; (ii) default
in the payment, when due, of principal (or premium, if any); (iii) default, for
60 days after written notice, in the observance or performance of any other
covenants or agreements applicable to that series; and (iv) certain events of
insolvency. In case (a) an Event of Default occurs and is continuing with
respect to any outstanding series of MHC Subordinated Securities (other than MHC
Subordinated Securities designated as Primary Capital Securities), or (b)
certain events of insolvency with respect to the Company occur and are
continuing with
30
<PAGE> 62
respect to any outstanding series of MHC Subordinated Securities designated as
Primary Capital Securities, then, the MHC Subordinated Trustee or the holders of
at least 25% in aggregate outstanding principal amount of that series may
declare the principal of all MHC Subordinated Securities of that series to be
due and payable immediately. However, the declaration may be annulled, and
certain past defaults waived, by the holders of not less than a majority in
aggregate principal amount of the MHC Subordinated Securities of that series.
The MHC Subordinated Indenture requires the MHC Subordinated Trustee to,
within 90 days after the occurrence of a default with respect to any series,
give to the holders of that series notice of all uncured defaults known to it
(the term "default" being defined to include the events specified above without
grace periods or notice). However, the MHC Subordinated Trustee may withhold the
notice if it determines in good faith that the withholding of the notice is in
the interest of those holders. We are required to furnish to the MHC
Subordinated Trustee annually an officers' certificate to the effect that the
Company is not in default under any provision of the Indenture.
Other than the duty of the MHC Subordinated Trustee to act with the
required standard of care during a default, the MHC Subordinated Trustee is not
obligated to exercise any of its rights or powers at the request or direction of
any of the holders of the MHC Subordinated Securities, unless those holders have
offered to the MHC Subordinated Trustee reasonable indemnity. Subject to that
requirement for indemnity, the holders of a majority in principal amount of the
MHC Subordinated Securities of any series then outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to, or
exercising any trust or power conferred on, the MHC Subordinated Trustee with
respect to the MHC Subordinated Securities of that series.
Modification of the MHC Subordinated Indenture. We and the MHC
Subordinated Trustee may modify or alter the MHC Subordinated Indenture with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the outstanding MHC Subordinated Securities of all series to be affected (voting
as one class). However, no such modification or alteration may without the
consent of all the holders affected by the modification or alteration: (i)
extend the fixed maturity of any MHC Subordinated Security or reduce the
principal amount thereof or reduce the rate or extend the time of payment of
interest thereon or (ii) reduce the above-stated percentage of holders required
to modify or alter the MHC Subordinated Indenture.
The principal terms of the MHC Subordinated Securities issued and
outstanding as of the date of this Prospectus are set forth below.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED
CAPITAL NOTES DUE 1999
The 8 1/2% Subordinated Capital Notes Due 1999 (the "8 1/2% February 15,
1999 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on February 15, 1999. The 8 1/2% February 15, 1999 Notes are not
redeemable prior to maturity and no sinking fund is provided for the 8 1/2%
February 15, 1999 Notes. The 8 1/2% February 15, 1999 Notes bear interest from
February 24, 1987 (or from the most recent date on which interest was paid),
payable semi-annually on each February 15 and August 15, commencing August 15,
1987, to the persons in whose names the 8 1/2% February 15, 1999 Notes are
registered at the close of business on the first day of February or August
preceding such February 15 or August 15. At maturity, the 8 1/2% February 15,
1999 Notes will be exchanged for Capital Securities of the Company having a
Market Value equal to the principal amount of the 8 1/2% February 15, 1999
Notes, except to the extent that we elect to pay in cash the principal amount of
the 8 1/2% February 15, 1999 Notes, in whole or in part, from Designated
Proceeds. We have Designated Proceeds sufficient to pay the 8 1/2% February 15,
1999 Notes in cash at maturity.
INFORMATION CONCERNING THE TRUSTEE
We, the Bank and certain of our other subsidiaries maintain deposits with,
and conduct other business transactions with, the MHC Subordinated Trustee in
the ordinary course of business.
PERMANENT GLOBAL DEBT SECURITIES
Certain series of the Debt Securities may have been issued as permanent
global Debt Securities. Each permanent global Debt Security has been deposited
with, or on behalf of, The Depository Trust Company, as depositary (the
"Depositary"),
31
<PAGE> 63
or its nominee and registered in the name of a nominee of the Depositary. Except
under the limited circumstances described below, permanent global Debt
Securities will not be exchangeable for definitive certificated Debt Securities.
Ownership of beneficial interests in a permanent global Debt Security 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 beneficial interests by participants in a permanent
global Debt Security will be evidenced only by, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for a permanent global Debt Security. Ownership of
beneficial interests in a permanent global Debt Security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by such participant. The Depositary has no knowledge of the
actual beneficial owners of the Debt Securities. Beneficial owners will not
receive written confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the participants through which the beneficial owners entered the
transaction. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of those securities in definitive form. Those
laws may impair the ability to transfer beneficial interests in a permanent
global Debt Security.
The Company has been advised by the Depositary that upon the issuance of a
permanent global Debt Security and the deposit of that permanent global Debt
Security with the Depositary, the Depositary will immediately credit, on its
book-entry registration and transfer system, the respective principal amounts
represented by that permanent global Debt Security to the accounts of its
participants.
Payment of principal of, and interest on, Debt Securities represented by a
permanent global Debt Security 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 holder of the permanent global Debt
Security representing such Debt Securities. The Company has been advised by the
Depositary that upon receipt of any payment of principal of, or interest on, a
permanent global Debt Security, the Depositary 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 that permanent global Debt Security as shown in the
records of the Depositary. Payments by participants to owners of beneficial
interests in a permanent global Debt Security held through those participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the sole responsibility of those
participants, subject to any statutory or regulatory requirements as may be in
effect from time to time.
None of the Company, the trustees or any other agent of the Company or the
trustees will have any responsibility or liability for any aspect of the records
of the Depositary, any nominee or any participant relating to, or payments made
on account of, beneficial interests in a permanent global Debt Security or for
maintaining, supervising or reviewing any of the records of the Depositary, any
nominee or any participant relating to those beneficial interests.
A permanent global Debt Security is exchangeable for definitive Debt
Securities registered in the name of, and a transfer of a permanent global Debt
Security may be registered to, any person other than the Depositary or its
nominee, only if:
(a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for that permanent global Debt Security or if at
any time the Depositary ceases to be registered under the Exchange Act;
(b) the Company in its sole discretion determines that the permanent
global Debt Security shall be exchangeable for definitive Debt Securities
in registered form; or
(c) there shall have occurred and be continuing an Event of Default or
an event which, with notice or the lapse of time or both, would constitute
an Event of Default under the Debt Securities.
Any permanent global Debt Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive Debt Securities
in registered form, of like tenor and of an
32
<PAGE> 64
equal aggregate principal amount as the permanent global Debt Security, in
denominations of $1,000 and integral multiples thereof. The definitive Debt
Securities will be registered by the registrar in the name or names instructed
by the Depositary. It is expected that those instructions may be based upon
directions received by the Depositary from its participants with respect to
ownership of beneficial interests in the permanent global Debt Security. Any
principal and interest will be payable, the transfer of the definitive Debt
Securities will be registerable and the definitive Debt Securities will be
exchangeable at the corporate trust office of the Bank in the Borough of
Manhattan, The City of New York. However, payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled to
that interest payment as of the record date and as shown on the register for the
Debt Securities.
Except as provided above, owners of the beneficial interests in a permanent
global Debt Security will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holders thereof for
any purpose under the Indentures, and no permanent global Debt Security shall be
exchangeable except for another permanent global Debt Security of like
denomination and tenor to be registered in the name of the Depositary or its
nominee. Accordingly, each person owning a beneficial interest in a permanent
global Debt Security must rely on the procedures of the Depositary and, if that
person is not a participant, on the procedures of the participant through which
that person owns its interest, to exercise any rights of a holder under the
permanent global Debt Security or the Indentures.
The Company understands that, under existing industry practices, in the
event that the Company requests any action of holders, or an owner of a
beneficial interest in a permanent global Debt Security desires to give or take
any action that a holder is entitled to give or take under the Debt Securities
or the Indentures, the Depositary would authorize the participants holding the
relevant beneficial interests to give or take that action, and those
participants would authorize beneficial owners owning through those participants
to give or take that 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
"banking organization" within the meaning of the New York Banking Law, 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 under
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. The Depositary is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. 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. The rules applicable to the Depositary and its participants are on
file with the SEC.
33
<PAGE> 65
DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should also refer to the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation"), including the Certificates of Designations pursuant to which
the outstanding series of our preferred stock, par value $1 per share (the
"Preferred Stock") were issued, which is filed as an exhibit to the Registration
Statement, and to the applicable provisions of the General Corporation Law of
the State of Delaware.
COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of Common Stock. At March 31, 1998 (after giving effect to
a two-for-one split of the Common Stock effected in June 1998), we had
440,766,000 shares of Common Stock issued (including 14,924,965 shares held in
treasury) and had reserved approximately 76,142,772 shares of Common Stock for
issuance under various employee or director incentive, compensation and option
plans.
Holders of Common Stock are entitled to receive dividends when, as and if
declared by our Board of Directors out of funds legally available for payment
(subject to the rights of holders of the Preferred Stock).
Each holder of Common Stock is entitled to one vote per share. Subject to
the rights, if any, of the holders of any series of Preferred Stock under the
applicable Certificates of Designations and applicable law, all voting rights
are vested in the holders of shares of Common Stock. Holders of shares of Common
Stock have noncumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors can elect 100% of
the directors and the holders of the remaining shares voting for the election of
directors will not be able to elect any directors.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of Common Stock will be entitled to share equally in any
of our assets available for distribution after the payment in full of all debts
and distribution and after the holders of all series of our outstanding
Preferred Stock have received their liquidation preferences in full.
The issued and outstanding shares of Common Stock are fully paid and
nonassessable. Holders of shares of Common Stock are not entitled to preemptive
rights. Shares of Common Stock are not convertible into shares of any other
class of capital stock. ChaseMellon Shareholder Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for the Common Stock.
PREFERRED STOCK
Under the Certificate of Incorporation, our Board of Directors or a duly
authorized committee of our Board of Directors (the "Board of Directors") is
authorized, without further stockholder action, to provide for the issuance of
up to 200,000,000 shares of Preferred Stock, in one or more series, and to
determine the voting powers and the designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of our Preferred Stock become entitled to vote for the election of
directors because dividends on that series are in arrears (as described below
under "Voting Rights"), that series may then be deemed a "class of voting
securities." In such a case, a holder of 25% or more of the series (or a holder
of 5% or more if that holder would also be considered to exercise a "controlling
influence" over the Company) may then be subject to regulation as a bank holding
company in accordance with the BHCA. In addition, (i) any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire or retain 5% or more of that series, and (ii) any person other
than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
34
<PAGE> 66
OUTSTANDING PREFERRED STOCK. As of the date of this prospectus, we have
eight series of Preferred Stock issued and outstanding, as described in the
table which follows:
<TABLE>
<CAPTION>
STATED VALUE AND OUTSTANDING AT EARLIEST RATE IN EFFECT AT
REDEMPTION PRICE DECEMBER 31, REDEMPTION DECEMBER 31,
PER SHARE(A) SHARES 1997 DATE 1997
---------------- ------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
7.50% Cumulative................ 100.00 2.0(b) 200 6/1/1998(c) 7.500
10.50% Cumulative............... 25.00 5.6 140 9/30/1998 10.500
Adjustable Rate, Series L
Cumulative.................... 100.00 2.0 200 6/30/1999 5.586(d)
Adjustable Rate, Series N
Cumulative.................... 25.00 9.1 228 6/30/1999 5.653(d)
9.76% Cumulative................ 25.00 4.0 100 9/30/1999 9.760
10.96% Cumulative............... 25.00 4.0 100 6/30/2000 10.960
10.84% Cumulative............... 25.00 8.0 200 6/30/2001 10.840
Fixed/Adjustable Rate
Noncumulative(e).............. 50.00 4.0 200 7/1/2003 4.96
</TABLE>
- ---------------
(a) Redemption price is price indicated in table, plus includes accrued but
unpaid dividends, if any.
(b) Shares of this series are represented by 8.0 million depositary shares, each
representing .25 of a share.
(c) The 7.50% Cumulative Preferred Stock will be redeemed on June 30, 1998.
(d) Floating rates are based on certain money market rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(e) The Fixed/Adjustable Rate Noncumulative Preferred Stock was issued in May
21, 1998 and all information in this table, including amount outstanding and
dividend rate, is as of that date. Dividends on that series for dividend
periods commencing on or after July 1, 2003 will be at a floating rate based
on certain money market rates (but subject to a minimum rate of 5.46% and a
maximum rate of 11.46%). The amount of dividends payable may be adjusted,
and the stock may be redeemed earlier than July 1, 2003 in the event of
certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Ranking. All the outstanding series of Preferred Stock have the same rank.
All the outstanding series of Preferred Stock have preference over the Common
Stock with respect to the payment of dividends and the distribution of assets in
the event of our liquidation or dissolution.
Dividends. Dividends payable on each series of outstanding Preferred Stock
are payable quarterly, when and as declared by the Board of Directors, on each
March 31, June 30, September 30 and December 31. Dividends on all the
outstanding series of Preferred Stock, other than the Fixed/Adjustable Rate
Noncumulative Preferred Stock, are cumulative. If we fail to declare a dividend
for any dividend period, holders of that series will have no right to receive a
dividend for that dividend period, whether or not we declare dividends on that
series for any future dividend periods.
No full dividends will be declared or paid on any series of Preferred
Stock, unless full dividends for the dividend period commencing after the
immediately preceding dividend payment date (and cumulative dividends still
owing, if any) have been or contemporaneously are declared and paid on all other
series of Preferred Stock which have the same rank as, or rank senior to, that
Preferred Stock. When those dividends are not paid in full, dividends will be
declared pro rata, so that the amount of dividends declared per share on that
series of Preferred Stock and on each other series of Preferred Stock having the
same rank as, or ranking senior to, that series of Preferred Stock will in all
cases bear to each other the same ratio that accrued dividends per share on that
series of Preferred Stock and such other Preferred Stock bear to each other. In
addition, generally, unless full dividends, including cumulative dividends still
owing, if any, on all outstanding shares of any series of Preferred Stock have
been paid, no dividends will be declared or paid on the Common Stock and
generally we may not redeem or purchase any Common Stock. No interest, or sum of
money in lieu of interest, will be paid in connection with any dividend payment
or payments which may be in arrears.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of Preferred
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<PAGE> 67
Stock will be entitled to receive liquidating distributions, in the amount set
forth opposite such series in the table above, plus accrued and unpaid
dividends, if any, before any distribution of our assets is made to the holders
of our Common Stock. Each of the outstanding series of Preferred Stock is
redeemable at our option at a redemption price equal to the redemption price set
forth opposite that series in the table above, plus accrued but unpaid
dividends, if any. In addition, the shares of the Fixed/Adjustable Rate
Noncumulative Preferred Stock may be redeemed earlier than July 1, 2003 in the
event of certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Voting Rights. If, at the time of any annual meeting of our stockholders,
the equivalent of six quarterly dividends payable on any series of outstanding
cumulative Preferred Stock is in default, the number of directors constituting
our Board of Directors will be increased by two and the holders of all the
outstanding Preferred Stock, voting together as a single class, will be entitled
to elect those additional two directors at that annual meeting. Each director
elected by the holders of shares of the outstanding Preferred Stock will
continue to serve as director for the full term for which he or she shall have
been elected, notwithstanding that prior to the end of that term we have paid in
full the amount of dividends that had been in arrears. For purposes of this
paragraph, "default" means that accrued and unpaid dividends on the applicable
series shall be equal to or greater than the equivalent of six quarterly
dividends.
All series of the outstanding Preferred Stock other than the 7.50%
Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock and Adjustable
Rate, Series L Cumulative Preferred Stock provide that the affirmative vote of
the holders of at least two-thirds of the shares of all outstanding series of
Preferred Stock, voting together as a single class without regard to series,
will be required to:
- create any class or series of stock having a preference over any
outstanding series of Preferred Stock; or
- alter or change the provisions of the Certificate of Incorporation
in a manner that would adversely affect the voting powers or other
rights of the holders of a series of Preferred Stock.
The 7.50% Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock,
and Adjustable Rate, Series L Cumulative Preferred Stock each provide as
follows:
- the consent of holders of at least two-thirds of the outstanding
shares of the particular series, voting as a separate class, is
required for any amendment of the Certificate of Incorporation that
would adversely affect the powers, preferences, privileges or rights
of that series; and
- the consent of the holders of at least two-thirds of the voting
power of that series and each of the series of Preferred Stock
having the same rank, voting together as a single class without
regard to series, is required to create, authorize or issue, or
reclassify any stock into any additional class or series of stock
ranking prior to that series as to dividends or upon liquidation, or
any other security or obligation convertible into or exercisable for
any such prior-ranking stock.
Miscellaneous. No series of outstanding Preferred Stock is convertible
into shares of our Common Stock or other of our securities. No series of
outstanding Preferred Stock is subject to preemptive rights.
Transfer Agent and Registrar. ChaseMellon Shareholder Services, L.L.C. is
the transfer agent, registrar and dividend disbursement agent for the Preferred
Stock and related Depositary Shares, if any (see the description of Depositary
Shares below). The registrar for the Preferred Stock will send notices to the
holders of the Preferred Stock of any meetings at which such holders will have
the right to elect directors or to vote on any other matter.
DEPOSITARY SHARES. The 7.50% Cumulative Preferred Stock (the "7.50%
Preferred Stock") is represented by Depositary Shares each representing .25 of a
share of the 7.50% Preferred Stock.
The shares of the 7.50% Preferred Stock underlying the Depositary Shares
have been deposited under a Deposit Agreement (the "Deposit Agreement") between
us and Morgan Guaranty Trust Company of New York (the "Depositary"). Subject to
the terms of the Deposit Agreement, each owner of a Depositary Share is
entitled, in proportion to the .25 fractional interest in shares of the
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<PAGE> 68
7.50% Preferred Stock underlying such Depositary Share, to all the rights and
preferences of the 7.50% Preferred Stock underlying such Depositary Shares.
Those rights include the dividend, voting, redemption, conversion and
liquidation rights described above.
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the 7.50% Preferred Stock to the record
holders of Depositary Shares relating to such 7.50% Preferred Stock in
proportion to the number of such Depositary Shares owned by such holders. If
there is a distribution other than in cash, the Depositary will distribute
property received by it to the record holders of Depositary Shares that are
entitled to receive that distribution, unless the Depositary determines that it
is not feasible to make that distribution. If this occurs, the Depositary may,
with our approval, sell that property and distribute the net proceeds from such
sale to such holders.
The 7.50% Preferred Stock underlying the Depositary Shares has been called
for redemption on June 30, 1998. On that date, the Depositary Shares will be
redeemed from the proceeds received by the Depositary resulting from the
redemption. The redemption price per Depositary Share will be equal to
one-quarter of the redemption price per share payable with respect to the 7.50%
Preferred Stock. The Depositary will redeem, as of the redemption date, all
Depositary Shares representing the shares of the 7.50% Preferred Stock.
After June 30, 1998, the Depositary Shares called for redemption will no
longer be outstanding, and all rights of the holders of those Depositary Shares
will cease, except the right to receive the redemption price.
Upon receipt of notice of any meeting at which the holders of the 7.50%
Preferred Stock are entitled to vote, the Depositary will mail the information
contained in such notice of meeting to the record holders of the Depositary
Shares underlying such 7.50% Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date for the 7.50% Preferred Stock) will be entitled to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of the
Preferred Stock underlying such holder's Depositary Shares.
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may be amended at any time by agreement
between us and the Depositary. However, any amendment that materially and
adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the Depositary Shares then outstanding. The Deposit Agreement may be
terminated by us or by the Depositary only if (i) all outstanding Depositary
Shares have been redeemed or (ii) there has been a final distribution of the
underlying 7.50% Preferred Stock in connection with our liquidation, dissolution
or winding up and the 7.50% Preferred Stock has been distributed to the holders
of Depositary Receipts.
PERMANENT GLOBAL PREFERRED SECURITIES
Certain series of the Preferred Stock may have been issued as permanent
global securities deposited with the Depositary Trust Company as Depositary
("Global Preferred Securities"). Each Global Preferred Security has been
deposited with, or on behalf of the Depositary or its nominee and registered in
the name of a nominee of the Depositary. Except under the limited circumstances
described below, Global Preferred Securities are not exchangeable for definitive
certificated Preferred Stock.
Ownership of beneficial interests in a Global Preferred Security is 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 beneficial interests by participants in a Global
Preferred Security will be evidenced only by, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositary or
its nominee for a Global Preferred Security. Ownership of beneficial interests
in a Global Preferred Security by persons that hold through participants will be
evidenced only by, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by that
participant. The Depositary has no knowledge of the actual beneficial owners of
the Preferred Stock. Beneficial owners will not receive written confirmation
from the Depositary of their purchase, but beneficial owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the participants through which the
beneficial owners entered the transaction. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive
37
<PAGE> 69
form. Such laws may impair the ability to transfer beneficial interests in a
Global Preferred Security.
We have been advised by the Depositary that upon the issuance of a Global
Preferred Security and the deposit of that Global Preferred Security with the
Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts represented
by that Global Preferred Security to the accounts of its participants.
Payments on the Preferred Stock represented by a Global Preferred Security
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 holder of the Global Preferred Security representing that Preferred Stock.
We have been advised by the Depositary that upon receipt of any payment on a
Global Preferred Security, the Depositary 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
that Global Preferred Security as shown in the records of the Depositary.
Payments by participants to owners of beneficial interests in a Global Preferred
Security held through those participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the sole responsibility of those participants, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of the Depositary, any nominee or any participant relating to, or
payments made on account of, beneficial interests in a Global Preferred Security
or for maintaining, supervising or reviewing any of the records of the
Depositary, any nominee or any participant relating to those beneficial
interests.
A Global Preferred Security is exchangeable for definitive certificated
Preferred Stock registered in the name of, and a transfer of a Global Preferred
Security may be registered to, any person other than the Depositary or its
nominee, only if:
(a) The Depositary notifies us that it is unwilling or unable to
continue as Depositary for such Global Preferred Security or if at any time
the Depositary ceases to be registered under the Exchange Act; or
(b) We determine in our discretion that the permanent global Debt
Security shall be exchangeable for certificated Preferred Stock.
Any Global Preferred Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive certificated
Preferred Stock registered by the registrar in the name or names instructed by
the Depositary. We expect that such instructions may be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in the Global Preferred Security.
Except as provided above, owners of the beneficial interests in a Global
Preferred Security will not be entitled to receive physical delivery of
certificates representing shares of Preferred Stock and will not be considered
the holders thereof and no Global Preferred Security shall be exchangeable
except for another Global Preferred Security to be registered in the name of the
Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Global Preferred Security must rely on the procedures of the Depositary
and, if such person is not a participant, on the procedures of the participant
through which that person owns its interest, to exercise any rights of a holder
of Preferred Stock.
The Company understands that, under existing industry practices, in the
event that we request any action of holders, or an owner of a beneficial
interest in a Global Preferred Security desires to give or take any action that
a holder of Preferred Stock is entitled to give or take, the Depositary would
authorize the participants holding the relevant beneficial interests to give or
take that action, and those participants would authorize beneficial owners
owning through those participants to give or take that action or would otherwise
act upon the instructions of beneficial owners owning through them.
A brief description of the Depositary is set forth above under "Permanent
Global Debt Securities".
EXPERTS
The financial statements of the Company incorporated in this prospectus by
reference to the Annual Report of the Company on Form 10-K for the year ended
December 31, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of that firm as
experts in auditing and accounting.
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<PAGE> 70
======================================================
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THIS DOCUMENT.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information About
the Company............................ 2
The Chase Manhattan Corporation.......... 3
Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements........................... 4
Description of Company Debt Securities... 4
Description of Old Chase Debt
Securities............................. 21
Description of MHC Subordinated
Securities............................. 30
Permanent Global Debt Securities......... 31
Description of Capital Stock............. 34
Experts.................................. 38
</TABLE>
======================================================
======================================================
[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN
CORPORATION
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
--------------------
PROSPECTUS
--------------------
, 1998
======================================================
<PAGE> 71
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission...... $ 885,000
Blue Sky fees and expenses.................................. 5,000*
Attorneys' fees and expenses................................ 25,000*
Accountants' fees and expenses.............................. 40,000*
Printing and engraving expenses............................. 40,000*
Rating agency fees.......................................... 50,000*
Trustee fees................................................ 30,000*
NASD fee.................................................... 30,500
Miscellaneous expenses...................................... 10,000*
----------
Total.................................................. $1,115,500*
==========
</TABLE>
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* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
The Restated Certificate of Incorporation of The Chase Manhattan
Corporation (the "Registrant") provides that, to the fullest extent that the
DGCL as from time to time in effect permits the limitation or
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elimination of the liability of directors, no director of the Registrant shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director.
The Registrant's Restated Certificate of Incorporation empowers the
Registrant to indemnify any director, officer, employee or agent of the
Registrant or any other person who is serving at the Registrant'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 Registrant's Restated Certificate of Incorporation also empowers the
Registrant 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 Registrant or any other person who is serving at the
Registrant'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 Registrant would have the power or be required to
indemnify any such individual under the terms of any agreement or by-law or the
DGCL.
In addition, the Registrant'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
Registrant or, at the request of the Registrant, 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 Registrant and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Registrant. 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 Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant 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 16. LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement.*
1.2 Form of Master Agency Agreement, dated as of February 1,
1990, as amended and restated as of June 12, 1997, between
The Chase Manhattan Corporation and Chase Securities Inc.,
Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan,
Stanley & Co. Incorporated and Salomon Brothers Inc.*
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
1.3 Form of Equity Securities Underwriting Agreement.*
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8, dated July 11, 1996
(File No. 333-07941) of The Chase Manhattan Corporation).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation.*
3.3 Certificate of Designations of Fixed/Adjustable Rate
Noncumulative Preferred Stock of The Chase Manhattan
Corporation.*
3.4 By-Laws of The Chase Manhattan Corporation, as amended
(incorporated by reference to Exhibit 3.2 of the Annual
Report on Form 10-K for the year ended December 31, 1997 of
The Chase Manhattan Corporation (File No. 1-5805)).
4.1 Form of Certificate for shares of Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement, of The Chase Manhattan Corporation
(File No. 33-64261)).
4.2 Form of Certificate of Designations for Preferred Stock.*
4.3 Form of Deposit Agreement.*
4.4 Form of Depositary Receipt of Depositary Shares.*
4.5 Indenture dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and Bankers Trust Company, as successor to The
Chase Manhattan Bank (National Association), which Indenture
includes the form of Senior Securities (incorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3 (File No. 33-32409) of The Chase Manhattan
Corporation (formerly known as Chemical Banking
Corporation)).
4.6 Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992, between The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)
and U.S. Bank Trust National Association (formerly known as
First Trust of New York, National Association), as successor
to Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) File No.
1-5805) dated December 22, 1992).
4.7 Second Supplemental Indenture dated as of October 8, 1996,
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), as Trustee, to the Indenture
dated as of April 1, 1987, as amended and restated as of
December 15, 1992 (incorporated by reference to Exhibit 4.5
to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.8 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and IBJ Schroder
Bank and Trust Company, as Trustee, to the Indenture dated
as of June 1, 1985 (incorporated by reference to Exhibit
4.12 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.9 Second Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of July 1, 1986 (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.10 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of August 1, 1974 (incorporated by
reference to Exhibit 4.20 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
4.11 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation Chemical Bank, as resigning Trustee, and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association), as successor
Trustee, to the Indenture dated as of September 1, 1993
(incorporated by reference to Exhibit 4.22 to the
Registration Statement on Form S-3 (File No. 333-14959) of
The Chase Manhattan Corporation).
4.12 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), to the Amended and Restated
Indenture dated as of September 1, 1993 (incorporated by
reference to Exhibit 4.23 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Form of Subordinated Security.*
4.14 Form of Debt Securities Warrant Agreement.**
4.15 Form of Preferred Stock Warrant Agreement.**
4.16 Form of Common Stock Warrant Agreement.**
4.17 Form of Currency Warrants Warrant Agreement.**
4.18 Form of Fixed Rate Senior Medium-Term Note.*
4.19 Form of Floating Rate Senior Medium-Term Note.*
4.20 Form of Fixed Rate Subordinated Medium-Term Note.*
4.21 Form of Floating Rate Subordinated Medium-Term Note.*
5 Opinion of Simpson Thacher & Barlett.*
12.1 Computation of Ratios of Earnings to Fixed Charges for
Period Ended December 31, 1997 (incorporated by reference to
Exhibit 12(a) to Annual Report on Form 10-K for the Year
Ended December 31, 1997 of The Chase Manhattan Corporation
(File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges for
Period Ended March 31, 1998 (incorporated by reference to
Exhibit 12(a) to the Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1998 of The Chase Manhattan
Corporation (File No. 1-5805)).
12.3 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
December 31, 1997 (incorporated by reference to Exhibit
12(b) to Annual Report on Form 10-K for the Year Ended
December 31, 1997 of The Chase Manhattan Corporation (File
No. 1-5805)).
12.4 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended March
31, 1998 (incorporated by reference to Exhibit 12(b) to the
Quarterly Report on Form 10-Q for the Quarter Ended March
31, 1998 of The Chase Manhattan Corporation (File No.
1-5805)).
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Simpson Thacher & Barlett (included in Exhibit
5).
24 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of Bankers Trust Company.*
25.2 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.*
</TABLE>
- ---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
II-4
<PAGE> 75
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, 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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 76
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-3 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 June 11, 1998.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ ANTHONY J. HORAN
------------------------------------
(Anthony J. Horan, Corporate
Secretary)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director, Chairman and Chief Executive Officer
- --------------------------------------------------- (Principal Executive Officer)
(Walter V. Shipley)
* Director, President and Chief Operating Officer
- ---------------------------------------------------
(Thomas G. Labrecque)
* Director and Vice Chairman of the Board
- ---------------------------------------------------
(William B. Harrison, Jr.)
* Director
- ---------------------------------------------------
(Hans W. Becherer)
* Director
- ---------------------------------------------------
(Frank A. Bennack, Jr.)
* Director
- ---------------------------------------------------
(Susan V. Berresford)
* Director
- ---------------------------------------------------
(M. Anthony Burns)
* Director
- ---------------------------------------------------
(H. Laurance Fuller)
* Director
- ---------------------------------------------------
(Melvin R. Goodes)
* Director
- ---------------------------------------------------
(William H. Gray III)
* Director
- ---------------------------------------------------
(George V. Grune)
* Director
- ---------------------------------------------------
(Harold S. Hook)
</TABLE>
II-6
<PAGE> 77
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
- ---------------------------------------------------
(Helene L. Kaplan)
* Director
- ---------------------------------------------------
(Henry B. Schacht)
* Director
- ---------------------------------------------------
(Andrew C. Sigler)
* Director
- ---------------------------------------------------
(John R. Stafford)
* Director
- ---------------------------------------------------
(Marina v.N. Whitman)
* Vice Chairman Finance and Risk Management
- --------------------------------------------------- (Principal Financial Officer)
(Marc J. Shapiro)
* Executive Vice President and Controller
- --------------------------------------------------- (Principal Accounting Officer)
(Joseph L. Sclafani)
</TABLE>
* Anthony J. Horan hereby signs this Registration Statement on behalf of each of
the indicated persons for whom he is attorney-in-fact on June 11, 1998 pursuant
to a power of attorney filed herewith.
By /s/ ANTHONY J. HORAN
------------------------------------
Anthony J. Horan
Corporate Secretary
Dated: June 11, 1998
II-7
<PAGE> 78
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement.*
1.2 Form of Master Agency Agreement, dated as of February 1,
1990, as amended and restated as of June 12, 1997, between
The Chase Manhattan Corporation and Chase Securities Inc.,
Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan,
Stanley & Co. Incorporated and Salomon Brothers Inc.*
1.3 Form of Equity Securities Underwriting Agreement.*
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8, dated July 11, 1996
(File No. 333-07941) of The Chase Manhattan Corporation).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation.*
3.3 Certificate of Designations of Fixed/Adjustable Rate
Noncumulative Preferred Stock of The Chase Manhattan
Corporation.*
3.4 By-Laws of The Chase Manhattan Corporation, as amended
(incorporated by reference to Exhibit 3.2 of the Annual
Report on Form 10-K for the year ended December 31, 1997 of
The Chase Manhattan Corporation (File No. 1-5805)).
4.1 Form of Certificate for shares of Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement, of The Chase Manhattan Corporation
(File No. 33-64261)).
4.2 Form of Certificate of Designations for Preferred Stock.*
4.3 Form of Deposit Agreement.*
4.4 Form of Depositary Receipt of Depositary Shares.*
4.5 Indenture dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and Bankers Trust Company, as successor to The
Chase Manhattan Bank (National Association), which Indenture
includes the form of Senior Securities (incorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3 (File No. 33-32409) of The Chase Manhattan
Corporation (formerly known as Chemical Banking
Corporation)).
4.6 Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992, between The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)
and U.S. Bank Trust National Association (formerly known as
First Trust of New York, National Association), as successor
to Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) File No.
1-5805) dated December 22, 1992).
4.7 Second Supplemental Indenture dated as of October 8, 1996,
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), as Trustee, to the Indenture
dated as of April 1, 1987, as amended and restated as of
December 15, 1992 (incorporated by reference to Exhibit 4.5
to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.8 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and IBJ Schroder
Bank and Trust Company, as Trustee, to the Indenture dated
as of June 1, 1985 (incorporated by reference to Exhibit
4.12 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
</TABLE>
<PAGE> 79
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
4.9 Second Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of July 1, 1986 (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.10 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of August 1, 1974 (incorporated by
reference to Exhibit 4.20 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.11 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation Chemical Bank, as resigning Trustee, and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association), as successor
Trustee, to the Indenture dated as of September 1, 1993
(incorporated by reference to Exhibit 4.22 to the
Registration Statement on Form S-3 (File No. 333-14959) of
The Chase Manhattan Corporation).
4.12 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), to the Amended and Restated
Indenture dated as of September 1, 1993 (incorporated by
reference to Exhibit 4.23 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Form of Subordinated Security.*
4.14 Form of Debt Securities Warrant Agreement.**
4.15 Form of Preferred Stock Warrant Agreement.**
4.16 Form of Common Stock Warrant Agreement.**
4.17 Form of Currency Warrants Warrant Agreement.**
4.18 Form of Fixed Rate Senior Medium-Term Note.*
4.19 Form of Floating Rate Senior Medium-Term Note.*
4.20 Form of Fixed Rate Subordinated Medium-Term Note.*
4.21 Form of Floating Rate Subordinated Medium-Term Note.*
5 Opinion of Simpson Thacher & Barlett.*
12.1 Computation of Ratios of Earnings to Fixed Charges for
Period Ended December 31, 1997 (incorporated by reference to
Exhibit 12(a) to Annual Report on Form 10-K for the Year
Ended December 31, 1997 of The Chase Manhattan Corporation
(File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges for
Period Ended March 31, 1998 (incorporated by reference to
Exhibit 12(a) to the Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1998 of The Chase Manhattan
Corporation (File No. 1-5805)).
12.3 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
December 31, 1997 (incorporated by reference to Exhibit
12(b) to Annual Report on Form 10-K for the Year Ended
December 31, 1997 of The Chase Manhattan Corporation (File
No. 1-5805)).
12.4 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended March
31, 1998 (incorporated by reference to Exhibit 12(b) to the
Quarterly Report on Form 10-Q for the Quarter Ended March
31, 1998 of The Chase Manhattan Corporation (File No.
1-5805)).
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Simpson Thacher & Barlett (included in Exhibit
5).
24 Powers of Attorney.*
</TABLE>
<PAGE> 80
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
25.1 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of Bankers Trust Company.*
25.2 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.*
</TABLE>
- ---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
<PAGE> 1
Exhibit 1.1
THE CHASE MANHATTAN CORPORATION
$
[Debt Securities]
UNDERWRITING AGREEMENT
[Date]
[UNDERWRITERS]
c/o [Address]
Ladies and Gentlemen:
1. Introductory. The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell $[ ] principal amount
of its [ ] Due [ ] (the "Securities"). The Securities will be issued under
an indenture dated as of [ ], (the "Indenture"), between the Company and
[ ], as Trustee. The Company hereby agrees with the several Underwriters
named in Schedule A hereto (the "Underwriters") as follows:
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement on Form S-3 (Nos. [ ] and
[ ]) relating to the Securities has been filed with the Securities and
Exchange Commission (the "Commission") and has become effective. Such
Registration Statement (including all documents incorporated therein by
reference), is hereinafter referred to as the "Registration Statement". As used
herein, "Basic Prospectus" means the prospectus (including all documents
incorporated therein by reference) relating to the Registration Statement, in
the form in which such prospectus has most recently been filed, or transmitted
for filing, with the Commission on or prior to the date hereof (but without
regard to any prospectus supplements relating specifically to securities other
than the Securities); and "Prospectus" means the Basic Prospectus together with
the prospectus supplement (including all documents incorporated therein by
reference) specifically relating to the Securities, as such prospectus
<PAGE> 2
2
supplement is first filed with the Commission on or after the date
hereof pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Act"); provided, however, that if a previously unfiled
form of prospectus with an issue date later than the issue date of the
Basic Prospectus is to be filed with the Commission together with the
prospectus supplement relating to the Securities, then "Prospectus"
means such new form of prospectus (including all documents incorporated
therein by reference) together with such prospectus supplement
(including all documents incorporated therein by reference) as first
filed with the Commission on or after the date hereof pursuant to Rule
424(b) under the Act.
(b) The Registration Statement (as of each effective date)
conformed, the Registration Statement (as of the date hereof) conforms,
and the Prospectus (when filed with the Commission) and any amendments
and supplements to the Registration Statement or the Prospectus will
conform, in all respects to the applicable requirements of the Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Trust Indenture Act of 1939 (the "Trust Indenture Act") and the Rules
and Regulations (as hereinafter defined); the Registration Statement
(as of each effective date) did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and
the Registration Statement (as of the date hereof) does not, and the
Registration Statement, the Prospectus and any amendments or
supplements to the Registration Statement or the Prospectus (at any
time when a prospectus relating to the Securities is required to be
delivered under the Act) will not, include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading,
except that the foregoing does not apply to statements or omissions in
any such documents based upon written information furnished to the
Company by the Underwriters specifically for use therein.
(c) Any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing under the
Exchange Act on or after the date hereof of any document deemed to be
incorporated therein by reference.
<PAGE> 3
3
The "effective date" of the Registration Statement means (i) the date
on which the Registration Statement initially became effective and (ii)
the later of (A) the date on which the most recent post-effective
amendment or amendments thereto became or become effective and (B) the
date of filing of the Company's most recent Annual Report on Form 10-K.
"Rules and Regulations" means the respective rules and regulations of
the Commission under the Act, the Exchange Act and the Trust Indenture
Act.
3. Purchase, Sale and Delivery of Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, at a purchase price of [ ]% of the principal amount thereof,
plus accrued interest, if any, from [ ] to the Closing Date (as defined
below), the respective principal amounts of Securities set forth opposite the
names of the Underwriters in Schedule A hereto.
The Company will deliver the Securities to [Lead
Representative] for the respective accounts of the Underwriters, at the office
of [The Chase Manhattan Bank, as Authenticating Agent, at 450 West 33rd Street,
New York, New York], against payment of the purchase price by certified or
official bank check or checks or wire transfer in federal funds drawn to the
order of the Company, at the office of [the Company, 270 Park Avenue, New York,
New York, at 10:00 a.m.], New York time, on [ ], or at such other time not
later than seven full business days thereafter as you and the Company determine,
such time being herein referred to as the "Closing Date". [The Securities so to
be delivered will be issued in the form of one or more fully registered global
securities, which will be deposited with, or in accordance with the instructions
of, The Depository Trust Company, New York, New York (the "Depositary") and
registered in the name of the Depositary's nominee.]
4. Offering by the Underwriters. It is understood that the
several Underwriters propose to offer the Securities for sale to the public as
set forth in the Prospectus.
<PAGE> 4
4
5. Covenants of the Company. The Company covenants and agrees
with the several Underwriters that:
(a) The Company will cause the Prospectus (or, if permitted by
Rule 424(c) under the Act, the prospectus supplement relating to the
Securities that forms a part thereof), properly completed, to be filed
with the Commission pursuant to Rule 424(b)(2) (or, if applicable and
consented to by you, Rule 424(b)(5)) within the time period prescribed
and will provide evidence satisfactory to you of such timely filing.
The Company will advise you promptly of any proposal to amend or
supplement the Registration Statement or the Prospectus (other than a
supplement relating solely to an offering of securities other than the
Securities); the Company will also advise you promptly of the filing of
any such amendment or supplement, and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement, and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting if
issued.
(b) If at any time when a prospectus relating to the
Securities is required to be delivered under the Act any event occurs
as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact, or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading,
or if it is necessary at any time to amend or supplement the
Registration Statement or the Prospectus to comply with the Act, the
Company promptly will prepare and file with the Commission an amendment
or supplement that will correct such statement or omission or an
amendment that will effect such compliance. The expense of complying
with the requirements of this Section 5(b) shall be borne (a) during
the period of nine months after the date of this Agreement, by the
Company, and (b) after the expiration of such nine-month period, by
you, if you request copies of the Prospectus or of an amendment or
amendments of or a supplement or supplements to the Prospectus.
(c) As soon as practicable but in no event later than 16
months after the date of this Agreement, the Company will make
generally available to its securityholders an earnings statement or
statements of the Company and its subsidiaries that will satisfy the
<PAGE> 5
5
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to you copies of the Registration
Statement (including all exhibits), each related preliminary
prospectus, the Prospectus and all amendments and supplements to such
documents, in each case as soon as available in such quantities as you
request (and will make available to your counsel a manually executed
copy of the Registration Statement and manually executed copies of all
amendments thereto to the extent not previously furnished to such
counsel, in each case with all exhibits).
(e) The Company will arrange for the qualification of the
Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you designate and
will continue such qualifications in effect so long as required for the
distribution; provided, however, that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any such jurisdiction.
(f) During the period of two years hereafter, and if not
publicly available through the Commission's website, the Company will
furnish to you from time to time, such information concerning the
Company as you may reasonably request.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, and will
reimburse you for any expenses (including fees and disbursements of
counsel) incurred by you in connection with qualification of the
Securities for sale and determination of their eligibility for
investment under the laws of such jurisdictions as you designate and
the printing of memoranda relating thereto and for any fees charged by
investment rating agencies for the rating of the Securities.
(h) From the date of this Agreement through the close of
business on the Closing Date, the Company will not, without your prior
consent, offer or sell (other than upon exercise of warrants therefor),
[(i) any of its unsubordinated debt securities having a maturity of
seven years or more or (ii) any of its subordinated debt securities
(regardless of maturity) other than the Securities.]
<PAGE> 6
6
6. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:
(a) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or, to the
knowledge of the Company or you, shall be contemplated by the
Commission.
(b) Since the respective dates as of which information is
given in the Prospectus, there shall not have been any change in the
consolidated long-term debt of the Company and its subsidiaries (other
than changes resulting from the accretion of premium or amortization of
debt discount on long-term debt and changes resulting from the
issuance of debt securities by the Company that have occurred, and have
been disclosed by the Company to the Underwriters, prior to the date
hereof), any change in the capital stock of the Company (except for
increases in outstanding capital stock that are not material), or any
change or any development involving a prospective change, in or
affecting the general affairs, management, financial position,
stockholders, equity or results of operations of the Company and its
subsidiaries, viewed as a whole, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case,
is, in the judgment of a majority in interest of the Underwriters after
discussion with the Company, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated
in the Prospectus.
<PAGE> 7
7
(c) You shall have received an opinion of Simpson Thacher &
Bartlett, counsel for the Company, dated the Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, and The Chase Manhattan Bank
has been duly incorporated and is validly existing as a
banking corporation in good standing under the laws of the
State of New York, in each case with full corporate power and
authority to conduct its business as described in the
Prospectus (including the documents incorporated therein by
reference).
(ii) The Indenture has been duly authorized, executed
and delivered by the Company and the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and, assuming due authorization,
execution and delivery thereof by the Trustee, constitutes a
valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and
fair dealing.
(iii) The Notes have been duly authorized, executed
and issued by the Company and, assuming due authentication by
the Trustee or The Chase Manhattan Bank, as Authenticating
Agent under the Indenture and on behalf of the Trustee, and
upon payment and delivery in accordance with this Agreement,
will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with
their terms and entitled to the benefits of the Indenture,
subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and
fair dealing.
<PAGE> 8
8
(iv) This Agreement has been duly authorized,
executed and delivered by the Company.
(v) The execution, delivery and performance by the
Company of this Agreement, the issue and sale of Notes and the
compliance by the Company with all of the provisions of the
Notes will not result in any violation of the provisions of
the Company's Certificate of Incorporation, as amended, or
By-Laws or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the
Company is a party or by which the Company is bound or to
which any of the property or assets of the Company is subject,
nor will such actions by the Company result in any violation
of any Federal or New York statute or the Delaware General
Corporation Law or any order, rule or regulation known to such
counsel issued pursuant to any Federal or New York statute or
the Delaware General Corporation Law by any court or
governmental agency or body having jurisdiction over the
Company or any of its properties.
(vi) No consent, approval, authorization, order,
registration or qualification of or with any New York State or
Federal court or governmental agency or body or any Delaware
court or governmental agency or body acting pursuant to the
Delaware General Corporation Law is required for the issue and
sale of the Notes, except such as have been obtained under the
Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Notes by the
Underwriters.
(vii) The statements made in the Prospectus under the
captions "_____________________________________" and
"_____________________________", insofar as they purport to
constitute summaries of the Notes and the Indenture,
constitute accurate summaries of the terms of the Notes and
the Indenture in all material respects.
<PAGE> 9
9
(viii) The Registration Statement has become
effective under the Act and the Prospectus was filed on
___________, _____ with the Commission pursuant to Rule
424(b)(2) under the Act and, to the knowledge of such counsel,
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission.
(ix) To the knowledge of such counsel, there are no
contracts or documents of a character required to be described
in the Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement or incorporated by
reference therein which are not described and filed or
incorporated by reference as required.
(x) Such counsel has no reason to believe that the
Registration Statement (or any post-effective amendment
thereto), at the time of its effective date, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the
Prospectus (as amended or supplemented, if so amended or
supplemented) includes an untrue statement of a material fact
or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading as of the date
hereof or as of the Closing Date, and such counsel does not
know of any contracts or other documents required to be
summarized or disclosed or filed as exhibits to the
Registration Statement or Prospectus that have not been so
summarized, disclosed or filed.
(d) You shall have received from Cravath, Swaine & Moore,
counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the incorporation of the Company, the
validity of the Securities, the Registration Statement, the Prospectus,
and other related matters as you may require, and the Company shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e) You shall have received a certificate of the
Chairman, the President, any Vice-Chairman, any Senior
<PAGE> 10
10
Executive Vice President, the Chief Financial Officer, any Executive
Vice President, the Treasurer or any other Senior Vice President or
Managing Director, dated the Closing Date, in which such officer, to
the best of his or her knowledge after reasonable investigation, shall
state that the representations and warranties of the Company in this
Agreement are true and correct, that the Company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Date, that no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or, to
the best of his or her knowledge, are contemplated by the Commission,
and that, subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse change
in the financial position or results of operations of the Company and
its subsidiaries except as set forth or contemplated in the Prospectus
or as described in such certificate.
(f) You shall have received a letter of Price Waterhouse LLP,
dated the Closing Date, confirming that they are independent public
accountants within the meaning of the Act and the Rules and
Regulations, and stating in effect that (i) in their opinion the
financial statements and schedules examined by them and included in the
Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the Rules and
Regulations, (ii) on the basis of a reading of the latest available
interim financial statements of the Company, inquiries of officials of
the Company responsible for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that (A) the unaudited financial statements in the
Prospectus, if any, do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the Rules
and Regulations, or are not stated on a basis substantially consistent
with that of the audited financial statements included in the
Prospectus, (B) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more than
five days prior to such Closing Date, there was any change in the
common stock, preferred stock or long-term debt of the Company and its
consolidated subsidiaries or any decrease (other than as occasioned by
the declaration of regular dividends) in consolidated stockholders'
equity of the Company and its consolidated subsidiaries
<PAGE> 11
11
as compared with amounts shown on the latest audited balance sheet
included in the Prospectus or (C) for the period from the closing date
of the latest audited income statement included in the Prospectus to
the closing date of the latest available income statement read by such
accountants there were any decreases, as compared with the
corresponding period of the previous year, in the consolidated net
interest income, in net interest income after provision for loan losses
or in net income or net income per common share of the Company and its
subsidiaries on a consolidated basis, except in all instances for
changes or decreases set forth in such letter or which the Prospectus
discloses have occurred or may occur, and (iii) they have compared
certain agreed dollar amounts (or percentages derived from such dollar
amounts) and other financial information (and ratios) included in the
Prospectus (to the extent that such dollar amounts, percentages and
other financial information are derived from the general accounting
records of the Company and its subsidiaries subject to the internal
controls of the Company's accounting system or are derived directly
from such records by analysis or computation) with the results obtained
from inquiries, a reading of such general accounting records and other
procedures specified in such letter, and have found such dollar
amounts, percentages and other financial information to be in agreement
with such results, except as otherwise specified in such letter. For
purposes of this subsection, "Prospectus" shall mean the prospectus as
amended and supplemented on the date of such letter. All financial
statements included in material incorporated by reference into the
Prospectus shall be deemed included in the Prospectus for purposes of
this subsection.
The Company will furnish you with such conformed copies of such opinions,
certificates, letters and documents as you reasonably request.
7. Indemnification. (a) The Company will indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such controlling
person may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration
<PAGE> 12
12
Statement, the Prospectus or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; and will reimburse
each Underwriter and each such controlling person for any legal or other
expenses reasonably incurred by such Underwriter or such controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any such documents in reliance upon and
in conformity with written information furnished to the Company by any
Underwriter specifically for use therein; and provided, further, that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, the indemnity agreement contained
in this subsection (a) shall not inure to the benefit of any Underwriter (or to
the benefit of any person controlling such Underwriter) to the extent that any
such loss, claim, damage or liability of such Underwriter or such controlling
person results from the fact that a copy of the Prospectus was not sent or given
to any person at or prior to the written confirmation of the sale of such
securities to such person. This indemnity agreement will be in addition to any
liability that the Company may otherwise have.
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities to
which the Company or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and
<PAGE> 13
13
in conformity with written information furnished to the Company by such
Underwriter specifically for use therein; and will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement will be in addition
to any liability that such Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the cover
page, the legend constituting the first paragraph of page S-2 and the third
paragraph, eighth paragraph and the third sentence of the ninth paragraph under
the heading "Underwriting" in the prospectus supplement forming a part of the
Prospectus constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in the Prospectus, and you confirm
that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability that it may have to any indemnified party otherwise than under
this Section. In case any such action is brought against any indemnified party,
and it notified the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section, for any reason other than as
specified therein, the parties entitled to indemnification by the terms thereof
shall be entitled to contribution to liabilities and expenses, except to the
extent that contribution is not permitted under Section 11(f) of the Act. In
determining the amount of
<PAGE> 14
14
contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of the
Securities (taking into account the portion of the proceeds of the offering
realized by each), the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances. The Company and
the Underwriters agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. No
Underwriter or any person controlling such Underwriter shall be obligated to
make contribution hereunder that in the aggregate exceeds the total public
offering price of the Securities purchased by such Underwriter under this
Agreement, less the aggregate amount of any damages that such Underwriter and
its controlling persons have otherwise been required to pay in respect of the
same claim or any substantially similar claim. The Underwriters' obligations to
contribute are several in proportion to their respective underwriting
obligations and not joint.
8. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities hereunder and the aggregate
principal amount of Securities that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total principal amount
of the Securities, you may make arrangements satisfactory to the Company for the
purchase of such Securities by other persons, including any of the Underwriters,
but if no such arrangements are made by the Closing Date the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the aggregate principal amount of Securities with
respect to which such default or defaults occur is more than the above principal
amount and arrangements satisfactory to you and the Company for the purchase of
such Securities by other persons are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 10. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
<PAGE> 15
15
9. Termination. This Agreement shall be subject to
termination, by notice given to the Company prior to delivery of and payment for
the Securities, if (a) prior to such time (i) trading in securities generally on
the New York Stock Exchange shall have been suspended or materially limited,
(ii) trading in the Common Stock of the Company on the New York Stock Exchange
shall have been suspended, (iii) a general moratorium on commercial banking
activities in New York, Delaware or Texas shall have been declared by Federal,
New York or Texas authorities or (iv) there shall have occurred any outbreak of
hostilities or escalation thereof or other calamity or crisis having an adverse
effect on the financial markets of the United States and (b) the occurrence or
consequences of any one or more of such events shall have, in the reasonable
judgment of the Underwriters, made it impracticable to market the Securities on
the terms and in the manner contemplated by the Prospectus.
10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties, and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or the Company or any of its officers or
directors or any controlling person, and will survive delivery of and payment
for the Securities. If for any reason the purchase of the Securities by the
several Underwriters is not consummated, the Company shall remain responsible
for expenses to be paid or reimbursed by it pursuant to Section 5 and the
respective obligations of the Company and the Underwriters pursuant to Section 7
shall remain in effect.
11. Notices. All communications hereunder will be in writing,
and, if sent to the Underwriters will be mailed, delivered or telegraphed and
confirmed to [ ], Attention: [ ], or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 270 Park Avenue, New
York, N.Y. 10017, Attention: Office of the Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 7 will be mailed, delivered or
telegraphed to such Underwriter at its address furnished to the Company by such
Underwriter.
12. Successors. This Underwriting Agreement will inure to the
benefit of and be binding upon the parties
<PAGE> 16
16
hereto and their respective successors and the officers and directors and
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder.
13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.
<PAGE> 17
17
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the Company and you in
accordance with its terms.
THE CHASE MANHATTAN
CORPORATION,
by
------------------------
Name:
Title:
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
by
---------------------------------
Name:
Title:
On behalf of each of the Underwriters
<PAGE> 18
Schedule A to
Underwriting Agreement
<TABLE>
<CAPTION>
Principal Amount of
Underwriters Securities
------------ ----------
<S> <C>
$
$
===========
Total $
</TABLE>
<PAGE> 1
Exhibit 1.2
THE CHASE MANHATTAN CORPORATION
Medium-Term Notes
MASTER AGENCY AGREEMENT
As of February 1, 1990,
amended and restated
as of June 12, 1997
To the Agents listed on Exhibit A hereto and each person that shall have become
an Agent as provided in Section 14 hereof:
Dear Sirs:
1. Introduction. The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), confirms its agreement with each of you (individually an
"Agent" and collectively the "Agents") with respect to the issue and sale from
time to time by the Company of its medium-term notes registered under the
registration statements referred to in Section 2(a) (collectively, the
"Securities"). The Securities will be issued (a) in the case of the Senior
Medium-Term Notes, Series C, under an Indenture dated as of December l, 1989, as
amended from time to time (as so amended and as it has been amended by the Trust
Indenture Reform Act of 1990, the "Senior Indenture"), between the Company and
Bankers Trust Company, as successor trustee (the "Senior Trustee"), and (b) in
the case of the Subordinated Medium-Term Notes, Series A, under the Amended and
Restated Indenture dated as of December 15, 1992, as amended from time to time
(as so amended and as it has been amended by the Trust Indenture Reform Act of
1990, the "Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"), between the Company and First Trust of New York, National
Association, as successor trustee (the "Subordinated Trustee" and, together with
the Senior Trustee, the "Trustees").
The Securities shall have the maturities, interest rates, redemption
provisions and other terms set forth in the Prospectus referred to in Section
2(a) as such Prospectus may be supplemented from time to time. The Securities
will be issued and the terms thereof established from time to time by the
Company in accordance with the Indentures and the applicable Procedures (as
defined in Section 3(g)).
<PAGE> 2
2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, each Agent as follows:
(a) A Registration Statement on Form S-3 (File Nos. 33-64261 and
33-49965) relating to senior and subordinated debt securities and other
securities of the Company has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act"), and has become effective. Such registration statement, as
amended as of the Closing Date (as defined in Section 5 below), including
the documents incorporated therein by reference, is hereinafter referred
to as the "Registration Statement" and the prospectus relating to the
Registration Statement, as supplemented by a prospectus supplement setting
forth the terms of the Securities, including all material incorporated by
reference therein, in the form proposed to be filed on June 13, 1997 or
thereafter in the form in which such prospectus and prospectus supplement
have most recently been filed, or transmitted for filing, with the
Commission pursuant to paragraph (b) of Rule 424 of the Rules and
Regulations (as defined below), is hereinafter referred to as the
"Prospectus".
(b) On the date it most recently became effective under the Act, the
Registration Statement conformed in all respects to the requirements of
the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act") and the rules and regulations of the Commission under the Act and
the Trust Indenture Act (the "Rules and Regulations") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, and on the Closing Date the Registration Statement and the
Prospectus will conform in all respects to the requirements of the Act,
the Trust Indenture Act and the Rules and Regulations and will not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, and at each of the times of amending or supplementing
referred to in Section 6(b) hereof, the Registration Statement and the
Prospectus as then amended or supplemented will conform in all respects to
the requirements of the Act, the Trust Indenture Act and the Rules and
Regulations, and will not include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, except that no
representation is made with respect to statements in or omissions from the
Registration Statement or the Prospectus based upon written information
furnished to the Company by any Agent specifically for use therein.
(c) As of the time any Notes are issued and sold hereunder, the
applicable Indenture will constitute a legal, valid and binding instrument
enforceable against the Company in accordance with its terms and such
Notes will have been duly authorized and executed, and when authenticated
as provided in the applicable Indenture or the Procedures (as defined
herein) and paid for by the purchasers thereof, will constitute legal,
valid and binding obligations of the Company entitled to the benefits of
the applicable Indenture, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights generally, by general
2
<PAGE> 3
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(d) As of the time any Notes are issued and sold hereunder, the
Company will be in compliance, to the extent necessary, with all
applicable provisions of Section 1 of Laws of Florida, Chapter 92-198, An
Act Relating to Disclosure of Doing Business with Cuba.
3. Establishment of Agency: Solicitations by Agents.
(a) Subject to the terms and conditions set forth herein and to the
reservation by the Company of the right to (i) sell Securities directly on
its own behalf at any time and to any person, (ii) cause additional Agents
to become parties to this Agreement or enter into similar agreements from
time to time pursuant to Section 14, (iii) sell Securities 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 and (iv) accept (but not solicit) offers to purchase Securities
through additional agents on substantially the same terms and conditions
as would apply to the Agents, the Company hereby appoints each Agent an
agent of the Company for the purpose of soliciting and receiving offers to
purchase Securities from the Company.
(b) On the basis of the representations and warranties and subject
to the terms and conditions set forth herein, each Agent severally and not
jointly hereby agrees, as agent of the Company, to use reasonable efforts
when requested by the Company to solicit and receive offers to purchase
Securities upon the terms and conditions set forth in the Prospectus as
then amended or supplemented and in the applicable Procedures.
(c) Upon receipt of any notice delivered by the Company pursuant to
Section 4(b), each Agent shall suspend its solicitation of offers to
purchase Securities until the Company shall have amended or supplemented
the Registration Statement or the Prospectus as contemplated by Section
4(b) and shall have advised such Agent that such solicitation may be
resumed.
(d) The Company reserves the right, in its sole discretion, to
suspend, at any time and for any period, the solicitation of offers to
purchase Securities. Upon receipt of any notice of such suspension from
the Company, each Agent shall as soon as possible, but in no event later
than one Business Day (as defined in the applicable Procedures) in New
York City after receipt of such notice, suspend its solicitation of offers
to purchase Securities until the Company shall have advised such Agent
that such solicitation may be resumed.
(e) Each Agent shall promptly communicate to the Company, orally or
in writing, each offer to purchase Securities received by it as Agent,
other than offers rejected by it pursuant to the next sentence. Each Agent
shall have the right, in its
3
<PAGE> 4
discretion reasonably exercised, to reject as unreasonable any offer to
purchase Securities received by it and no such rejection shall be deemed a
breach of its obligations hereunder. The Company shall have the sole right
to accept offers to purchase Securities and may, in its sole discretion,
reject any offer in whole or in part.
(f) At the time of the settlement of any sale of Securities pursuant
to an offer presented by an Agent, the Company shall pay such Agent a
commission in accordance with the schedule set forth in Exhibit B hereto;
provided, however, that if the Company and the Agents agree that based on
market conditions and other factors in existence at the time of any sale
of Securities, such commissions shall be subject to negotiation between
the Company and the Agents and shall be disclosed in the pricing
supplement relating to such Securities.
(g) Administrative procedures respecting the sale of Securities (the
"Procedures") shall be agreed upon from time to time by the Agents and the
Company. The initial Procedures, which are set forth in Exhibit C hereto,
shall remain in effect until changed by agreement between the Company and
the Agents. The Agents and the Company agree to perform the respective
duties and obligations, and to observe the restrictions, specifically
provided to be performed and observed by them in the applicable
Procedures.
4. Certain Agreements of the Company. The Company agrees with the Agents
that:
(a) The Company will advise each Agent promptly of any proposal to
amend or supplement the Prospectus or the Registration Statement or to
register the Securities under any registration statements other than the
Registration Statement referred to in Section 2(a) above (other than any
proposal for an amendment or supplement or additional registration
statement that relates only to the offering and sale of securities other
than the Securities or the offering and sale of Securities other than
through such Agent). The Company will also advise each Agent promptly of
the filing with the Commission of each amendment or supplement to the
Prospectus or the Registration Statement and each such additional
registration statement (other than any amendment, supplement or additional
registration statement that relates only to the offering and sale of
securities other than the Securities or the offering and sale of
Securities other than through such Agent) and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement or any such additional registration statement, and will use its
best efforts to prevent the issuance of any such stop order and, if such a
stop order is issued, to obtain its lifting as soon as possible.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event shall occur as a result
of which the Prospectus as then amended or supplemented shall include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it shall
be necessary at any time to amend or supplement the Registration Statement
or the Prospectus to comply
4
<PAGE> 5
with the Act, the Company will promptly (i) notify each Agent to suspend
the solicitation of offers to purchase Securities and (ii) prepare and
file with the Commission an amendment or supplement that will correct such
untrue statement or omission or effect such compliance.
(c) The Company agrees that it will not solicit or accept offers to
purchase Securities from any Agent during any period when (i) the Company
shall have been advised by either Moody's Investors Services, Inc. or
Standard & Poor's Corporation that such organization has determined to
downgrade the rating of the Securities or any other debt obligations or
any preferred stock of the Company and such downgrade shall not yet have
been publicly announced, or (ii) there shall have occurred a material
change in the financial condition or business of the Company and its
subsidiaries, taken as a whole, and such event shall not have been
disclosed in the Prospectus (directly or by incorporation by reference);
provided, however, that the Company shall not be obligated to inform any
Agent of the reason for, or describe the occurrence of any event that may
have occasioned the need for, the suspension of its solicitation or
acceptance of offers.
(d) Not later than 16 months after the date of each acceptance by
the Company of an offer to purchase Securities hereunder, the Company will
make generally available to its security holders an earnings statement
that will satisfy the provisions of Section 11(a) of the Act and Rule 158
thereunder covering a period of at least 12 months beginning after the
last to occur of (i) the effective date of the Registration Statement,
(ii) the effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of such
acceptance and (iii) the date of the Annual Report of the Company on Form
10-K most recently filed with the Commission prior to the date of such
acceptance.
(e) The Company will furnish to each Agent copies of the Prospectus
and of the Registration Statement (including the exhibits thereto relating
to the offering by the Company thereunder of the Securities, but excluding
the documents incorporated by reference), and all amendments and
supplements to the Prospectus and the Registration Statement and all
additional registration statements pursuant to which any of the Securities
may be registered (other than any amendment, supplement or additional
registration statement that relates only to the offering and sale of
securities other than Securities or any pricing supplement relating to the
offering and sale of Securities other than through such Agent), in each
case as soon as available and in such quantities as shall be reasonably
requested.
(f) The Company will arrange for the qualification of the Securities
for sale, if any, and the determination of their eligibility for
investment under the laws of such jurisdictions as the Agents designate
and will continue such qualifications in effect so long as required for
the distribution of the Securities.
(g) For so long as such Securities shall be outstanding, the Company
will furnish to such Agent, (i) as soon as practicable after the end of
each fiscal year, the
5
<PAGE> 6
number of copies reasonably requested by such Agent of its annual report
to stockholders for such year, (ii) as soon as available, the number of
copies reasonably requested by such Agent of each report (including
without limitation reports on Forms 10-K, 10-Q and 8-K) or definitive
proxy statement of the Company filed with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
mailed to stockholders and (iii) from time to time, such other information
concerning the Company as such Agent may reasonably request. The Company
also will furnish each Agent with copies of any press release or general
announcement to the general public, in each case upon request by the
Agent.
(h) The Company will pay all expenses incident to the performance of
its obligations under this Agreement and the reasonable fees and
disbursements of Cravath, Swaine & Moore, counsel for the Agents, in
connection with the offering and sale of the Securities and will reimburse
each Agent for any expenses (including fees and disbursements of counsel)
incurred by it in connection with the qualification of the Securities for
sale and the determination of their eligibility for investment under the
laws of such jurisdictions as such Agent may designate and the printing of
memoranda relating thereto and for any fees charged by investment rating
agencies for the rating of the Securities. The Company will determine with
the Agents the amount of advertising, if any, appropriate in connection
with the solicitation of offers to purchase Securities and will pay, or
reimburse the Agents for, all advertising expenses approved by it.
5. Conditions to Agents' Obligations. The obligation of each Agent to
solicit or receive offers to purchase Securities shall be subject to the
continued accuracy in all material respects of the representations and
warranties of the Company set forth herein, to the performance by the Company of
its obligations hereunder and to each of the following additional conditions
precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Company or such Agent,
shall be contemplated by the Commission.
(b) Neither the Registration Statement nor the Prospectus, as
amended or supplemented, shall contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
(c) Subsequent to the date of this Agreement, there shall not have
occurred any change, or any development involving a prospective change, in
or affecting particularly the business or properties of the Company or its
subsidiaries that, in the judgment of such Agent, materially impairs the
investment quality of the Securities.
(d) Such Agent shall have received an opinion of Simpson Thacher &
Bartlett, counsel for the Company or such other counsel as is acceptable
to such Agent, including in-house counsel, dated the Closing Date, to the
effect that:
6
<PAGE> 7
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware with full corporate power and authority under such
laws to own its properties and carry on the business in which it is
engaged; The Chase Manhattan Bank has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of New York with full corporate power and authority under
such laws to own its properties and carry on the business in which
it is now engaged;
(ii) each Indenture has been duly and validly authorized,
executed and delivered by the Company and, assuming the due and
valid authorization, execution and delivery thereof by the Trustee,
constitutes a valid and legally binding instrument enforceable in
accordance with its terms except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting the enforcement of creditors' rights
generally; and each Indenture has been duly qualified under the
Trust Indenture Act and conforms to the description thereof in the
Prospectus;
(iii) the Securities have been duly authorized by the Company
and, when the terms of the Securities and of their issue and sale
have been duly established in accordance with the relevant Indenture
and this Agreement so as not to violate any applicable law or
agreement or instrument then binding on the Company, and when the
Securities have been duly executed by the Company and duly
authenticated in accordance with the provisions of the relevant
Indenture and upon payment and delivery in accordance with this
Agreement, will constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms and entitled
to the benefits of the relevant Indenture;
(iv) the issue and sale of the Securities and the compliance
by the Company with all the provisions of the Securities, the
Indenture and this Agreement, will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company pursuant
to the terms of, any material indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to us and to
which the Company is a party or by which the Company may be bound or
to which any of the property or assets of the Company is subject,
nor will such action result in any violation of the provisions of
the Restated Certificate of Incorporation, as amended, or the
By-Laws of the Company or any statute or any rule or regulation
applicable to the Company of any Federal, State or other regulatory
authority or other governmental body having jurisdiction over the
Company or, to the best of our knowledge, any order of any court or
of any Federal, State or other regulatory authority or other
governmental body having jurisdiction over the Company, and no
consent, approval, authorization, order, registration or
qualification of or with any court or any such regulatory authority
or other governmental body is required
7
<PAGE> 8
for the issue and sale of the Securities except the registration
under the Act of the Securities, the qualification of the Indenture
under the Trust Indenture Act, and such consents, approvals,
authorizations, registrations or qualifications as may be required
under State securities or blue sky laws in connection with the
solicitation by the Agents of offers to purchase the Securities;
(v) the Registration Statement has become and is effective
under the Act and the Registration Statement and the Prospectus
comply as to form in all material respects with the requirements of
the Act and the Rules and Regulations (except that no opinion need
be expressed as to (a) financial statements and financial and
statistical data, (b) statements made in the Prospectus concerning
taxation, provided that such statements are covered by the opinion
of counsel for the Agents delivered pursuant to Section 5(g) hereto,
and (c) statements made in the Form T-l Statement of Eligibility and
Qualification of the Trustee);
(vi) although such counsel has not verified and is not passing
upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus except those statements
describing the Securities and this Agreement, such counsel, based
upon its due diligence review of the affairs of the Company, as
described in such opinion, has no reason to believe that either the
Registration Statement or the Prospectus contains an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading (except that no opinion need be expressed as
to (a) financial statements and financial and statistical data, (b)
statements made in the Prospectus concerning taxation, provided that
such statements are covered by the opinion of counsel for the Agents
delivered pursuant to Section 5(g) hereto and (c) statements made in
the Form T-l Statement of Eligibility and Qualification of the
Trustees); and such counsel does not know of any contracts or other
documents required to be summarized or disclosed in or filed as
exhibits to the Registration Statement or the Prospectus that have
not been so summarized, disclosed or filed; and
(vii) this Agreement has been duly authorized, executed and
delivered by the Company.
(e) Such Agent shall have received a certificate, dated the Closing
Date, of the Chairman of the Board, the President, any Vice-Chairman, the
Chief Financial Officer, the Treasurer or any other Executive Officer of
the Company in which such officer shall state, to the best of his or her
knowledge after reasonable investigation, that the representations and
warranties of the Company in this Agreement are true and correct, that the
Company has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the date of
such certificate, that no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission and that,
subsequent
8
<PAGE> 9
to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operations of the Company and its subsidiaries,
except as set forth in or contemplated by the Prospectus or as described
in such certificate.
(f) Such Agent shall have received a letter of Price Waterhouse LLP,
addressed jointly to the Board of Directors of the Company and such Agent,
dated the Closing Date and satisfactory to such Agent, confirming that
they are independent public accountants within the meaning of the Act and
the Rules and Regulations, and stating in effect that (i) in their opinion
the financial statements and schedules examined by them and included in
the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the Rules and
Regulations, (ii) on the basis of a reading of the latest available
interim financial statements of the Company, inquiries of officials of the
Company responsible for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them to
believe that (A) the unaudited financial statements in the Prospectus, if
any, do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the Rules and Regulations, or are
not stated on a basis substantially consistent with that of the audited
financial data in the Prospectus; (B) at the date of the latest available
balance sheet read by such accountants, or at a subsequent specified date
not more than five days prior to the Closing Date, there was any change in
the common stock, preferred stock or long-term debt of the Company and its
consolidated subsidiaries or any decrease (other than as occasioned by the
declaration of regular dividends) in consolidated stockholders' equity of
the Company and its consolidated subsidiaries as compared with amounts
shown on the latest audited balance sheet included in the Prospectus; or
(C) for the period from the closing date of the latest audited income
statement included in the Prospectus to the closing date of the latest
available income statement read by such accountants there were any
decreases, as compared with the corresponding period of the previous year,
in the consolidated net interest income, net interest income after
provision for loan losses, or net income or net income per common share of
the Company and its subsidiaries on a consolidated basis, except in all
instances for changes or decreases set forth in such letter or which the
Prospectus discloses have occurred or may occur, and (iii) they have
compared certain agreed dollar amounts (or percentages derived from such
dollar amounts) and other financial information (and ratios) included in
the Prospectus (to the extent that such dollar amounts, percentages and
other financial information are derived from the general accounting
records of the Company and its subsidiaries subject to the internal
controls of the Company's accounting system or are derived directly from
such records by analysis or computation) with the results obtained from
inquiries, a reading of such general accounting records and other
procedures specified in such letter, and have found such dollar amounts,
percentages and other financial information to be in agreement with such
results, except as otherwise specified in such letter. For purposes of
this subsection, "Prospectus" shall mean the Prospectus as amended and
supplemented on the date of such letter. All financial statements included
in material incorporated by reference into the Prospectus shall be deemed
included in the Prospectus for purposes of this subsection.
9
<PAGE> 10
(g) Such Agent shall have received from Cravath, Swaine & Moore,
counsel for the Agents, one or more opinions, dated the Closing Date, with
respect to the incorporation of the Company, the validity of the
Securities, the Registration Statement, the Prospectus and other related
matters as it may reasonably require, and the Company shall have furnished
to such counsel such documents as they may reasonably request for the
purpose of enabling them to pass upon such matters.
The opinions, certificates, letters and other documents required to
be delivered by this Section 5 shall be delivered at the office of the Company
at 270 Park Avenue, New York, New York 10017, not later than 10:00 a.m., New
York City time, on the date the initial Agents, or additional agents as provided
in section 14, become parties to this Agreement (as amended through the date
hereof), or at such later time and date as may be mutually agreed upon by the
Company and such Agents, the time and date of such delivery being herein called
the "Closing Date". The Company will furnish each Agent with such conformed
copies of such opinions, certificates, letters and other documents as it may
reasonably request.
In the event that, after the Closing Date, the Company shall
determine (x) to increase pursuant to and in accordance with the terms and
provisions of the Indentures, the aggregate principal amount of the Securities
that may be authenticated and delivered under the Indentures and/or (y) to
register a portion of the Securities under a registration statement or
registration statements in addition to the Registration Statement referred to in
Section 2(a) above, the Company shall (i) promptly comply with its obligations
and take any steps as are required to be taken by it pursuant to Sections 4(a),
(e), (f) and (h) hereof, (ii) not later than 10:00 a.m., New York City time, on
the date on which any such supplements or amendments to the Prospectus or the
Registration Statements, or any additional registration statements, shall be
filed by the Company with the Commission under the Act and shall have been
declared or deemed effective, or at such later time and date as shall be
mutually agreed by the Company and such Agents, deliver to each Agent and its
counsel the opinions, certificates, letters and other documents required to be
delivered pursuant to paragraphs (d), (e), (f) and (g) of this Section 5, and
(iii) if applicable, deliver to each Agent a certificate, dated the date each of
the other certificates delivered pursuant to clause (ii) above are being
delivered, and executed by the Chairman of the Board, the President, any
Vice-Chairman, the Chief Financial Officer, the Treasurer, any other Executive
Officer of the Company, reaffirming each of the representations and warranties
of the Company set forth in Section 2 with respect to any registration statement
and any prospectus included in such registration statement filed after the date
hereof relating to the Securities.
For purposes of the documents required to be delivered pursuant to
the preceding paragraph, the term "Registration Statement" shall be deemed to
refer to the Registration Statement referred to in Section 2(a), together with
any such additional registration statement or registration statements relating
to the Securities, in each case as amended or supplemented; the term
"Prospectus" shall refer to the Prospectus as so amended or supplemented; and
the term "Closing Date" shall be deemed to refer to the date on which the
requirements under the preceding paragraph are satisfied. As of and after the
requirements of the preceding paragraph are
10
<PAGE> 11
satisfied, the foregoing terms shall be deemed to be so amended for all purposes
of this Agreement.
In the case of Agents other than the initial Agents, the conditions
set forth in paragraphs (d), (e), (f) and (g) of this Section 5 shall be deemed
satisfied by the delivery of copies of the documents delivered to the initial
Agents pursuant to such paragraphs on the Closing Date, as provided in the last
sentence of Section 14.
6. Additional Covenants of the Company. The Company agrees that:
(a) Each acceptance by the Company of an offer to purchase
Securities shall be deemed to be an affirmation that the representations
and warranties of the Company contained in this Agreement are true and
correct in all material respects at the time of such acceptance and a
covenant and an affirmation that such representations and warranties will
be true and correct at the time of delivery to the purchaser of the
Securities relating to such acceptance as though made at and as of such
time, it being understood that such representations and warranties shall
relate to the Registration Statement and the Prospectus as amended or
supplemented at such time.
(b) Promptly after the filing with the Commission of each amendment
of or supplement to the Registration Statement or the Prospectus under the
Act (other than any amendment or supplement which relates only to the
offering and sale of securities other than the Securities or which serves
only to set forth, or reflect a change in, the terms of any Securities or
the principal amount of Securities remaining to be sold or any similar
information), and each filing by the Company with the Commission of any
Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company
incorporated by reference into the Prospectus, the Company shall furnish
each Agent with a certificate of the Chairman of the Board, the President,
any Vice-Chairman, the Chief Financial Officer, the Treasurer or any other
Executive Officer of the Company, dated the date of such amendment,
supplement or filing, to the same effect as the certificate referred to in
Section 5(e), modified as necessary to relate to the Registration
Statement and the Prospectus as amended or supplemented to the date of
such certificate; provided, however, that the Company shall not be
required during any period in which it has instructed each Agent to cease
or each Agent has ceased soliciting offers to purchase Securities to
furnish each Agent with such certificate, provided that the obligation of
each Agent to begin thereafter to solicit offers to purchase Securities
shall be subject to the delivery of such certificate dated the latest date
on which the Company would but for this proviso have been required to
furnish such certificate.
(c) Promptly after the filing with the Commission of each Quarterly
Report on Form 10-Q or Annual Report on Form 10-K of the Company, the
Company shall furnish each Agent requesting it with a written opinion of
Simpson Thacher & Bartlett, counsel for the Company, or such other counsel
as is acceptable to each Agent, including in-house counsel, dated the date
on which such Form 10-Q or Form 10-K was filed with the Commission, to the
effect set forth in Section 5(d) hereof, but modified as necessary to
11
<PAGE> 12
relate to the Registration Statement and the Prospectus as amended or
supplemented at such date; provided, however, that, in lieu of such
opinion, such counsel may furnish each Agent with a letter to the effect
that such Agent may rely on a prior opinion delivered under Section 5(d)
or this Section 6(c) to the same extent as if it were dated the date of
such letter and the statements therein related to the Registration
Statement and the Prospectus as amended or supplemented at such date;
provided further that the Company shall not be required during any period
in which it has instructed each Agent to cease or each Agent has ceased
soliciting offers to purchase Securities to furnish each Agent with such
opinion or letter, provided that the obligation of each Agent to begin
thereafter to solicit offers to purchase Securities shall be subject to
the delivery of such opinion or letter dated not earlier than the date of
the most recent fiscal quarter end if such delivery is so requested by the
Agent.
(d) Within a reasonable time after each date on which the
Registration Statement or the Prospectus shall be amended or supplemented
to include additional financial information or any document that contains
additional financial information, such as a Quarterly Report on Form 10-Q,
shall be incorporated by reference into the Prospectus, the Company shall
cause Price Waterhouse LLP to furnish each Agent with a letter, addressed
jointly to the Board of Directors of the Company and the Agents and dated
such date, substantially in the form attached hereto as Exhibit D;
provided, however, that within a reasonable time after the filing with the
Commission of each Annual Report of the Company on Form 10-K, the Company
shall instead furnish each Agent with a letter addressed jointly to the
Board of Directors of the Company and the Agents and dated the date of
such filing, to the effect set forth in Section 5(f) insofar as Section
5(f) relates to such additional financial information; provided further,
that the Company shall not be required during any period in which it has
instructed each Agent to cease or each Agent has ceased soliciting offers
to purchase Securities to furnish each Agent with either letter referred
to above in this paragraph, provided that the obligation of each Agent to
begin thereafter to solicit offers to purchase Securities shall be subject
to the delivery of (i) such letter substantially in the form of Exhibit D
with respect to the period commencing with the beginning of the first
fiscal quarter following the date of the most recent Annual Report of the
Company on Form 10-K and ending with the end of the most recent fiscal
quarter or, if later, the period as to which the Company would but for
this proviso be required to furnish such a letter and (ii) such letter to
the effect set forth in Section 5(f) with respect to the most recent
Annual Report of the Company on Form 10-K.
(e) The Company agrees to offer to any person who shall have agreed
to purchase Securities (including any Agent that has agreed to purchase
Securities pursuant to Section 11 hereof) the right not to purchase such
Securities if, on the settlement date for such purchase, the conditions
set forth in Sections 5(a), (b), and (c), or any of them, shall not be
satisfied.
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<PAGE> 13
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each Agent and each
person, if any, who controls any Agent within the meaning of the Act
against any losses, claims, damages or liabilities, joint or several, to
which such Agent or such controlling person may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in
the Registration Statement or the Prospectus, or in any amendment or
supplement thereto, or any preliminary prospectus relating to the
Securities, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will, as such
expenses are incurred, reimburse each Agent and each such controlling
person for any legal or other expenses reasonably incurred by such Agent
or such controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided , however,
that the Company will not be liable to an Agent or person controlling such
Agent in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any such
documents in reliance upon and in conformity with written information
furnished to the Company by such Agent specifically for use therein; and
provided, further, that with respect to any untrue statement or omission
or alleged untrue statement or omission made in any preliminary prospectus
relating to the Securities, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Agent (or to the
benefit of any person controlling such Agent) from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that any such loss, claim, damage or
liability of such Agent or such controlling person results from the fact
that a copy of the Prospectus was not sent or given to any person at or
prior to the written confirmation of the sale of such Securities to such
person (provided that such Prospectus did not contain any such untrue
statement or omission or alleged untrue statement or omission and such
Prospectus was delivered to such Agent by the Company on a timely basis
enabling such Agent so to send or give a copy of such Prospectus in
accordance with such Agent's customary procedures). This indemnity
agreement will be in addition to any liability that the Company may
otherwise have.
(b) Each Agent will indemnify and hold harmless the Company, each of
its directors, each of its officers who signed the Registration Statement
and each person, if any, who controls the Company within the meaning of
the Act, against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or the Prospectus,
or in any amendment or supplement thereto, or any related preliminary
prospectus relating to the Securities, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required
to be stated
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<PAGE> 14
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished
to the Company by such Agent specifically for use therein; and will, as
such expenses are incurred, reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity agreement will be
in addition to any liability that such Agent may otherwise have. The
Company acknowledges that the statements set forth in the legend
constituting the first paragraph of page S-2, and the second sentence of
the eighth paragraph and the twelfth paragraph under the heading "Plan of
Distribution" in the prospectus supplement forming a part of the
Prospectus constitute the only information furnished in writing by or on
behalf of the several Agents for inclusion in the Prospectus, and the
Agents confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party otherwise than under subsection (a)
or (b) above. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any legal
or other expenses subsequently incurred by such indemnifying party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If recovery is not available under the foregoing indemnification
provisions of this Section, for any reason other than as specified
therein, the parties entitled to indemnification by the terms thereof
shall be entitled to contribution for liabilities and expenses, except to
the extent that contribution is not permitted under Section 11(f) of the
Act. In determining the amount of contribution to which the respective
parties are entitled, there shall be considered the relative benefits
received by the Company on the one hand and any Agent on the other from
the offering by it pursuant to this Agreement of the Securities that are
the subject of the action (taking into account the portion of the proceeds
of the offering realized by each), the parties' relative knowledge and
access to information concerning the matter with respect to which the
claim was asserted the opportunity to correct and prevent any statement or
omission, as well as any other relevant equitable considerations. The
Company and the Agents agree that it would not be equitable if the amount
of such contribution were determined by pro rata or per capita
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<PAGE> 15
allocation. Notwithstanding the provisions of this subsection (d), no
Agent shall be required to contribute any amount in excess of the amount
by which the commissions or underwriting discounts received by such Agent
relating to the Securities that are the subject of the action and which
were distributed to the public through it pursuant to this Agreement or
upon resale of Securities purchased by it from the Company exceed the
amount of any damages that such Agent has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or
alleged omission. The Agents' obligations to contribute are several in
proportion to their respective obligations hereunder and are not joint.
8. Status of Each Agent. In soliciting offers to purchase Securities
pursuant to this Agreement and in performing its other obligations hereunder,
each Agent is acting individually and not jointly with the other Agents and,
except as contemplated by Section 11, is acting solely as agent for the Company
and not as principal. Each Agent will make reasonable efforts to assist the
Company in obtaining performance by each purchaser whose offer to purchase
Securities from the Company has been solicited by such Agent and accepted by the
Company, but shall have no liability to the Company in the event any such
purchase is not consummated. If the Company shall default in the performance of
its obligation to deliver Securities to a Purchaser whose offer it has accepted,
the Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default and (ii) pay to each Agent any
commission to which it would have been entitled had such Securities been
delivered.
9. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and the Agents set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
or statement as to the results thereof made by or on behalf of any Agent, the
Company or any of their respective representatives, officers or directors or any
controlling person and will survive delivery of and payment for the Securities.
If this Agreement is terminated pursuant to Section 10 or for any other reason,
the Company shall remain responsible for the expenses to be paid or reimbursed
by it pursuant to Section 4(h) to the extent actually incurred by or committed
to by an Agent to the date of such termination, the obligations of the Company
pursuant to Section 4(b) shall remain in effect until the settlement of all
pending deliveries of and payment for securities and the respective obligations
of the Company and the Agents pursuant to Section 7 and the obligations of the
Company pursuant to Section 4(d) shall remain in effect.
10. Termination. This Agreement may be terminated as to any Agent at any
time by the Company or such Agent upon one day's written notice.
11. Purchases as Principal. Any Agent may agree with the Company from time
to time to purchase Securities from the Company as principal for its own account
or for resale to one or more investors or other purchasers, including other
broker-dealers. Each such purchase shall be in
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<PAGE> 16
accordance with the terms and conditions of this Agreement (other than the terms
of Section 3 hereof) and will be deemed to include the provisions of Exhibit E
hereto. Such supplemental agreement may be oral and, if oral, must be confirmed
promptly in writing (which writing may include facsimile transmission) by such
Agent to the Company. At the time of each purchase of Securities by an Agent as
principal, such Agent and the Company shall agree on any requirements for an
opinion of counsel, officer's certificate and letter from Price Waterhouse LLP
pursuant to paragraphs (d), (e) and (f) of Section 5.
12. Notices. Except as otherwise provided herein, all notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Company shall be directed to it at 270 Park Avenue, New York, New
York 10017, Attention: Deborah L. Duncan, Treasurer (facsimile No. (212)
270-0826) and notices to any Agent shall be directed to it at the address set
forth in Exhibit A hereto.
13. Governing Law: Counterparts. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York. This Agreement
may be executed in counterparts and the executed counterparts shall together
constitute a single instrument.
14. Parties to Agreement. The Company may from time to time enter into
agreements appointing additional agents for the solicitation and sale of the
Securities and providing that such agents shall become, and shall have all the
rights and obligations of, an Agent hereunder. The Company may also enter into
similar agreements with Agents or other agents providing for the sale of
securities other than the Securities. This Agreement will inure to the benefit
of and be binding upon the Company, each Agent, the successors and permitted
assigns of the Company and each Agent and the officers, directors and
controlling persons referred to in Section 7, and no other person shall have any
right or obligation hereunder. No assignment by the Company of its rights under
this Agreement shall be effective without the prior written consent of each
Agent, and no assignment by any Agent of its rights under this Agreement shall
be effective without the prior written consent of the Company. The Company shall
deliver to each Agent, at or promptly after the time it becomes an Agent, a copy
of each document theretofore delivered to any Agent pursuant to Section 5 or 6.
THE CHASE MANHATTAN CORPORATION
By: /s/ Deborah L. Duncan
------------------------
Name: Deborah L. Duncan
Title: Treasurer
CHASE SECURITIES INC.
By: /s/ Robert Taylor
------------------------
Name: Robert Taylor
Title: Managing Director
16
<PAGE> 17
BEAR, STEARNS & CO. INC.
By: /s/ Timothy A. O'Neill
-------------------------------
Name: Timothy A. O'Neill
Title: Senior Managing Director
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Helena M. Willner
-----------------------
Name: Helena M. Willner
Title: Vice President
/s/ Goldman, Sachs & Co.
------------------------
(Goldman, Sachs & Co.)
LEHMAN BROTHERS INC.
By: /s/ Nelson Soares
--------------------------
Name: Nelson Soares
Title: Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott G. Primrose
------------------------------
Name: Scott G. Primrose
Title: Authorized Signatory
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Harold J. Hendershot, III
--------------------------------
Name: Harold J. Hendershot, III
Title: Vice President
17
<PAGE> 18
SALOMON BROTHERS INC
By: /s/ Martha D. Bailey
------------------------
Name: Martha D. Bailey
Title: Vice President
SMITH BARNEY INC.
By: /s/ Robert R. Holloman
---------------------------
Name: Robert R. Holloman
Title: Managing Director
18
<PAGE> 1
Exhibit 1.3
THE CHASE MANHATTAN CORPORATION
[ ] Shares of
[ ] Stock
UNDERWRITING AGREEMENT
[Date]
[UNDERWRITERS]
c/o [Address]
Ladies and Gentlemen:
1. Introductory. The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell [ ] shares of its
[ ] Stock (the "Securities"). The Company hereby agrees with the several
Underwriters named in Schedule A hereto (the "Underwriters") as follows:
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement on Form S-3 (No. [ ]) relating
to the Securities has been filed with the Securities and Exchange
Commission (the "Commission") and has become effective. Such
Registration Statement (including all documents incorporated therein by
reference) is hereinafter referred to as the "Registration Statement".
As used herein, "Basic Prospectus" means the prospectus (including all
documents incorporated therein by reference) relating to the
Registration Statement, in the form in which such prospectus has most
recently been filed, or transmitted for filing, with the Commission on
or prior to the date hereof (but without regard to any prospectus
supplements relating specifically to securities other than the
Securities); and "Prospectus" means the Basic Prospectus together with
the prospectus supplement (including all documents incorporated therein
by reference) specifically relating to the Securities, as such
prospectus supplement is first filed with the Commission on or
<PAGE> 2
2
after the date hereof pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"); provided, however, that if a
previously unfiled form of prospectus with an issue date later than the
issue date of the Basic Prospectus is to be filed with the Commission
together with the prospectus supplement relating to the Securities,
then "Prospectus" means such new form of prospectus (including all
documents incorporated therein by reference) together with such
prospectus supplement (including all documents incorporated therein by
reference) as first filed with the Commission on or after the date
hereof pursuant to Rule 424(b) under the Act.
(b) The Registration Statement (as of each effective date)
conformed, the Registration Statement (as of the date hereof) conforms,
and the Prospectus (when filed with the Commission) and any amendments
and supplements to the Registration Statement or the Prospectus will
conform, in all respects to the applicable requirements of the Act and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the Rules and Regulations (as hereinafter defined); the
Registration Statement (as of each effective date) did not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; and the Registration Statement (as of the date
hereof) does not, and the Registration Statement, the Prospectus and
any amendments or supplements to the Registration Statement or the
Prospectus (at any time when a prospectus relating to the Securities is
required to be delivered under the Act) will not, include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, except that the foregoing does not apply to
statements or omissions in any such documents based upon written
information furnished to the Company by the Underwriters specifically
for use therein.
(c) Any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing under the
Exchange Act on or after the date hereof of any document deemed to be
incorporated therein by reference. The "effective date" of the
Registration Statement means (i) the date on which the Registration
<PAGE> 3
3
Statement initially became effective and (ii) the later of (A) the date
on which the most recent post-effective amendment or amendments thereto
became or become effective and (B) the date of filing of the Company's
most recent Annual Report on Form 10-K. "Rules and Regulations" means
the respective rules and regulations of the Commission under the Act
and the Exchange Act.
3. Purchase, Sale and Delivery of Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company, at a purchase price of $[ ] per share, plus accrued
dividends, if any, from [ ] to the Closing Date (as defined below), the number
of Securities set forth opposite the names of the Underwriters in Schedule A
hereto.
The Company will deliver the Securities to [Lead
Representative] for the respective accounts of the Underwriters, against payment
of the purchase price by certified or official bank check or checks or wire
transfer in federal funds drawn to the order of the Company, at the office of
[the Company, at 10:00 a.m.], New York time, on [ ], or at such other time not
later than seven full business days thereafter as you and the Company determine,
such time being herein referred to as the "Closing Date". [The Securities so to
be delivered will be issued in the form of one or more fully registered global
securities, which will be deposited with, or in accordance with the instructions
of, The Depository Trust Company, New York, New York (the "Depositary") and
registered in the name of the Depositary's nominee.]
4. Offering by the Underwriters. It is understood that the
several Underwriters propose to offer the Securities for sale to the public as
set forth in the Prospectus.
5. Covenants of the Company. The Company covenants and agrees
with the several Underwriters that:
(a) The Company will cause the Prospectus (or, if permitted by
Rule 424(c) under the Act, the prospectus supplement relating to the
Securities that forms a part thereof), properly completed, to be filed
with the Commission pursuant to Rule 424(b)(2) (or, if applicable and
consented to by you, Rule 424(b)(5)) within the time period prescribed
and will provide evidence
<PAGE> 4
4
satisfactory to you of such timely filing. The Company will advise you
promptly of any proposal to amend or supplement the Registration
Statement or the Prospectus (other than a supplement relating solely to
an offering of securities other than the Securities); the Company will
also advise you promptly of the filing of any such amendment or
supplement, and of the institution by the Commission of any stop order
proceedings in respect of the Registration Statement, and will use its
best efforts to prevent the issuance of any such stop order and to
obtain as soon as possible its lifting if issued.
(b) If at any time when a prospectus relating to the
Securities is required to be delivered under the Act any event occurs
as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact, or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading,
or if it is necessary at any time to amend or supplement the
Registration Statement or the Prospectus to comply with the Act, the
Company promptly will prepare and file with the Commission an amendment
or supplement that will correct such statement or omission or an
amendment that will effect such compliance. The expense of complying
with the requirements of this Section 5(b) shall be borne (a) during
the period of nine months after the date of this Agreement, by the
Company, and (b) after the expiration of such nine-month period, by
you, if you request copies of the Prospectus or of an amendment or
amendments of or a supplement or supplements to the Prospectus.
(c) As soon as practicable but in no event later than 16
months after the date of this Agreement, the Company will make
generally available to its securityholders an earnings statement or
statements of the Company and its subsidiaries that will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to you copies of the Registration
Statement (including all exhibits), each related preliminary
prospectus, the Prospectus and all amendments and supplements to such
documents, in each case as soon as available in such quantities as you
request (and will make available to your counsel a manually executed
copy of the Registration Statement
<PAGE> 5
5
and manually executed copies of all amendments thereto to the extent
not previously furnished to such counsel, in each case with all
exhibits).
(e) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as you
designate and will continue such qualifications in effect so long as
required for the distribution; provided, however, that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
such jurisdiction.
(f) During the period of two years hereafter, and if not
publicly available through the Commission's website, the Company will
furnish to you from time to time, such information concerning the
Company as you may reasonably request.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, and will
reimburse you for any expenses (including fees and disbursements of
counsel) incurred by you in connection with qualification of the
Securities for sale under the laws of such jurisdictions as you
designate and the printing of memoranda relating thereto and for any
fees charged by investment rating agencies for the rating of the
Securities.
(h) From the date of this Agreement through the close of
business on the Closing Date, the Company will not, without your prior
consent, offer or sell (other than upon exercise of warrants therefor)
any shares of any class of capital stock of the Company (other than the
Securities) [that is preferred as to the payment of dividends, or as to
the distribution of assets upon any liquidation or dissolution of the
Company, over shares of any other class of capital stock of the
Company].
6. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:
(a) Prior to the Closing Date, no stop order
suspending the effectiveness of the Registration
<PAGE> 6
6
Statement shall have been issued and no proceedings for that purpose
shall have been instituted or, to the knowledge of the Company or you,
shall be contemplated by the Commission.
(b) Since the respective dates as of which information is
given in the Prospectus, there shall not have been any change in the
consolidated long-term debt of the Company and its subsidiaries (other
than changes resulting from the accretion of premium or amortization of
debt discount on long-term debt and changes resulting from the
issuance of debt securities by the Company that have occurred, and have
been disclosed by the Company to the Underwriters, prior to the date
hereof), any change in the capital stock of the Company (except for
increases in outstanding capital stock that are not material), or any
change or any development involving a prospective change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, viewed as a whole, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case,
is, in the judgment of a majority in interest of the Underwriters after
discussion with the Company, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated
in the Prospectus.
(c) You shall have received an opinion of Simpson Thacher &
Bartlett, counsel for the Company, dated the Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, and The Chase Manhattan Bank
has been duly incorporated and is validly existing as a
banking corporation in good standing under the laws of the
State of New York, in each case with full corporate power and
authority to conduct its business as described in the
Prospectus (including the documents incorporated therein by
reference).
(ii) The Securities have been duly authorized by the
Company and, upon payment and delivery in accordance with this
Agreement, will be validly issued, fully paid and
nonassessable and will have the rights set forth in the
Company's Certificate
<PAGE> 7
7
of Incorporation, as amended; the holders of outstanding
shares of capital stock of the Company are not entitled to
preemptive or other rights to subscribe for the Securities and
the certificates for the Securities are valid and conform to
the requirements of the General Corporation Law of the State
of Delaware.
(iii) This Agreement has been duly authorized,
executed and delivered by the Company.
(iv) The execution, delivery and performance by the
Company of this Agreement, the issue and sale of the
Securities and the compliance by the Company with all of the
provisions of the Securities will not result in any violation
of the provisions of the Company's Certificate of
Incorporation, as amended, or By-Laws or result in a breach or
violation of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to such
counsel to which the Company is a party or by which the
Company is bound or to which any of the property or assets of
the Company is subject, nor will such actions by the Company
result in any violation of any Federal or New York statute or
the Delaware General Corporation Law or any order, rule or
regulation known to such counsel issued pursuant to any
Federal or New York statute or the Delaware General
Corporation Law by any court or governmental agency or body
having jurisdiction over the Company or any of its properties.
(v) No consent, approval, authorization, order,
registration or qualification of or with any New York State or
Federal court or governmental agency or body or any Delaware
court or governmental agency or body acting pursuant to the
Delaware General Corporation Law is required for the issue and
sale of the Securities, except such as have been obtained
under the Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters.
(vi) The statements made in the Prospectus under the
captions "[ ]" and
<PAGE> 8
8
"[ ]", insofar as they purport to constitute summaries of
the Securities constitute accurate summaries of the terms of
the Securities in all material respects.
(vii) The Registration Statement has become effective
under the Act and the Prospectus was filed on [ ] with the
Commission pursuant to Rule 424(b)(2) under the Act and, to
the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been instituted or
threatened by the Commission.
(viii) To the knowledge of such counsel, there are no
contracts or documents of a character required to be described
in the Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement or incorporated by
reference therein which are not described and filed or
incorporated by reference as required.
(ix) Such counsel has no reason to believe that the
Registration Statement (or any post-effective amendment
thereto), at the time of its effective date, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the
Prospectus (as amended or supplemented, if so amended or
supplemented) includes an untrue statement of a material fact
or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading as of the date
hereof or as of the Closing Date, and such counsel does not
know of any contracts or other documents required to be
summarized or disclosed or filed as exhibits to the
Registration Statement or Prospectus that have not been so
summarized, disclosed or filed.
(d) You shall have received from Cravath, Swaine & Moore,
counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the incorporation of the Company, the
validity of the Securities, the Registration Statement, the Prospectus,
and other related matters as you may require, and the Company shall
have furnished to such
<PAGE> 9
9
counsel such documents as they request for the purpose of enabling them
to pass upon such matters.
(e) You shall have received a certificate of the Chairman, the
President, any Vice-Chairman, any Senior Executive Vice President, the
Chief Financial Officer, any Executive Vice President, the Treasurer or
any Senior Vice President or Managing Director, dated the Closing Date,
in which such officer, to the best of his or her knowledge after
reasonable investigation, shall state that the representations and
warranties of the Company in this Agreement are true and correct, that
the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the
Closing Date, that no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best of his or her knowledge,
are contemplated by the Commission, and that, subsequent to the date of
the most recent financial statements in the Prospectus, there has been
no material adverse change in the financial position or results of
operations of the Company and its subsidiaries except as set forth or
contemplated in the Prospectus or as described in such certificate.
(f) You shall have received a letter of Price Waterhouse LLP,
dated the Closing Date, confirming that they are independent public
accountants within the meaning of the Act and the Rules and
Regulations, and stating in effect that (i) in their opinion the
financial statements and schedules examined by them and included in the
Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the Rules and
Regulations, (ii) on the basis of a reading of the latest available
interim financial statements of the Company, inquiries of officials of
the Company responsible for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that (A) the unaudited financial statements in the
Prospectus, if any, do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the Rules
and Regulations, or are not stated on a basis substantially consistent
with that of the audited financial statements included in the
Prospectus, (B) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more than
five days prior to such Closing Date, there was any change in the
<PAGE> 10
10
common stock, preferred stock or long-term debt of the Company and its
consolidated subsidiaries or any decrease (other than as occasioned by
the declaration of regular dividends) in consolidated stockholders'
equity of the Company and its consolidated subsidiaries as compared
with amounts shown on the latest audited balance sheet included in the
Prospectus or (C) for the period from the closing date of the latest
audited income statement included in the Prospectus to the closing date
of the latest available income statement read by such accountants there
were any decreases, as compared with the corresponding period of the
previous year, in the consolidated net interest income, in net interest
income after provision for loan losses or in net income or net income
per common share of the Company and its subsidiaries on a consolidated
basis, except in all instances for changes or decreases set forth in
such letter or which the Prospectus discloses have occurred or may
occur, and (iii) they have compared certain agreed dollar amounts (or
percentages derived from such dollar amounts) and other financial
information (and ratios) included in the Prospectus (to the extent that
such dollar amounts, percentages and other financial information are
derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by analysis
or computation) with the results obtained from inquiries, a reading of
such general accounting records and other procedures specified in such
letter, and have found such dollar amounts, percentages and other
financial information to be in agreement with such results, except as
otherwise specified in such letter. For purposes of this subsection,
"Prospectus" shall mean the prospectus as amended and supplemented on
the date of such letter. All financial statements included in material
incorporated by reference into the Prospectus shall be deemed included
in the Prospectus for purposes of this subsection.
The Company will furnish you with such conformed copies of such opinions,
certificates, letters and documents as you reasonably request.
7. Indemnification. (a) The Company will indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such
<PAGE> 11
11
controlling person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the Prospectus or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each Underwriter and each
such controlling person for any legal or other expenses reasonably incurred by
such Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any such documents in reliance upon and in conformity with written information
furnished to the Company by any Underwriter specifically for use therein; and
provided, further, that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus, the
indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) to the extent that any such loss, claim, damage or liability of
such Underwriter or such controlling person results from the fact that a copy of
the Prospectus was not sent or given to any person at or prior to the written
confirmation of the sale of such securities to such person. This indemnity
agreement will be in addition to any liability that the Company may otherwise
have.
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities to
which the Company or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to
<PAGE> 12
12
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Underwriter specifically for use
therein; and will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer or controlling person in connection
with investigating or defending any such loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any liability that such
Underwriter may otherwise have. The Company acknowledges that the statements set
forth in the last paragraph of the cover page, the legend constituting the first
paragraph of page S-2 and the third paragraph, eighth paragraph and the third
sentence of the ninth paragraph under the heading "Underwriting" in the
prospectus supplement forming a part of the Prospectus constitute the only
information furnished in writing by or on behalf of the several Underwriters for
inclusion in the Prospectus, and you confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability that it may have to any indemnified party otherwise than under
this Section. In case any such action is brought against any indemnified party,
and it notified the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section, for
<PAGE> 13
13
any reason other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to contribution to
liabilities and expenses, except to the extent that contribution is not
permitted under Section 11(f) of the Act. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of the
Securities (taking into account the portion of the proceeds of the offering
realized by each), the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances. The Company and
the Underwriters agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. No
Underwriter or any person controlling such Underwriter shall be obligated to
make contribution hereunder that in the aggregate exceeds the total public
offering price of the Securities purchased by such Underwriter under this
Agreement, less the aggregate amount of any damages that such Underwriter and
its controlling persons have otherwise been required to pay in respect of the
same claim or any substantially similar claim. The Underwriters' obligations to
contribute are several in proportion to their respective underwriting
obligations and not joint.
8. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities hereunder and the number of
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of the Securities, you may make
arrangements satisfactory to the Company for the purchase of such Securities by
other persons, including any of the Underwriters, but if no such arrangements
are made by the Closing Date the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters so default and the number
of Securities with respect to which such default or defaults occur is more than
the above number and arrangements satisfactory to you and the Company for the
purchase of such Securities by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 10. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an
<PAGE> 14
14
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
9. Termination. This Agreement shall be subject to
termination, by notice given to the Company prior to delivery of and payment for
the Securities, if (a) prior to such time (i) trading in securities generally on
the New York Stock Exchange shall have been suspended or materially limited,
(ii) trading in the Common Stock of the Company on the New York Stock Exchange
shall have been suspended, (iii) a general moratorium on commercial banking
activities in New York, Delaware or Texas shall have been declared by Federal,
New York, Delaware or Texas authorities or (iv) there shall have occurred any
outbreak of hostilities or escalation thereof or other calamity or crisis having
an adverse effect on the financial markets of the United States and (b) the
occurrence or consequences of any one or more of such events shall have, in the
reasonable judgment of the Underwriters, made it impracticable to market the
Securities on the terms and in the manner contemplated by the Prospectus.
10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties, and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or the Company or any of its officers or
directors or any controlling person, and will survive delivery of and payment
for the Securities. If for any reason the purchase of the Securities by the
several Underwriters is not consummated, the Company shall remain responsible
for expenses to be paid or reimbursed by it pursuant to Section 5 and the
respective obligations of the Company and the Underwriters pursuant to Section 7
shall remain in effect.
11. Notices. All communications hereunder will be in writing,
and, if sent to the Underwriters will be mailed, delivered or telegraphed and
confirmed to [ ], Attention: [ ], or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 270 Park Avenue, New
York, N.Y. 10017, Attention: Office of the Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 7 will be mailed, delivered or
telegraphed to such Underwriter at its address furnished to the Company by such
Underwriter.
<PAGE> 15
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12. Successors. This Underwriting Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder.
13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
<PAGE> 16
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If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the Company and you in
accordance with its terms.
THE CHASE MANHATTAN CORPORATION,
by
-----------------------------------
Name:
Title:
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
by
--------------------------------------
Name:
Title:
On behalf of each of the Underwriters
<PAGE> 17
Schedule A to
Underwriting Agreement
<TABLE>
<CAPTION>
Underwriters Number of Securities
------------ --------------------
<S> <C>
Total
----------------
================
</TABLE>
<PAGE> 1
Exhibit 3.2
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
The Chase Manhattan Corporation, (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "General Corporation Law"),
DOES HEREBY CERTIFY:
FIRST. That the Board of Directors of the Corporation has duly adopted a
resolution setting forth a proposed amendment of the Restated Certificate of
Incorporation of the Corporation, declaring such amendment to be advisable and
directing that such amendment be considered at the next annual meeting of
stockholders of the Corporation. Pursuant to the proposed amendment, the first
paragraph of Article FOURTH of the Restated Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:
FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is ONE BILLION SEVEN
HUNDRED MILLION, of which TWO HUNDRED MILLION shares shall be shares of
preferred stock of the par value of $1 per share (hereinafter called
"Preferred Stock") and ONE BILLION FIVE HUNDRED MILLION shares shall be
shares of common stock of the par value of $1 per share (hereinafter
called "Common Stock"). Each share of Common Stock issued and outstanding
or held in the treasury of the Corporation immediately prior to the close
of business on such day when the amendment of this first paragraph of
Article FOURTH of the Certificate of Incorporation shall become effective,
shall be subdivided and changed and converted into two fully paid and
nonassessable shares of Common Stock, par value $1 per share, of the
Corporation, and at the close of business on such date, each holder of
record of Common Stock shall, without further action, be and become the
holder of one additional share of Common Stock for each share of Common
Stock held of record immediately prior thereto.
SECOND. That thereafter the foregoing amendment was approved by the
requisite vote of the stockholders of the Corporation.
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THIRD. Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its authorized officer, this 20th day of May, 1998.
/s/ Anthony J. Horan
--------------------
Anthony J. Horan
Secretary
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Exhibit 3.3
CERTIFICATE OF DESIGNATIONS
OF
FIXED/ADJUSTABLE RATE NONCUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
------------------------------------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
------------------------------------------------
THE CHASE MANHATTAN CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES
that the following resolutions were duly adopted by the Board of Directors of
the Corporation on January 20, 1998 and by the Stock Committee of the Board of
Directors on May 14, 1998, respectively, pursuant to authority conferred upon
the Board of Directors by the provisions of the Certificate of Incorporation of
the Corporation which authorize the issuance of up to 200,000,000 shares of
preferred stock of $1 par value per share (the "Preferred Stock"), and pursuant
to authority conferred upon the Stock Committee of the Board of Directors by
Section 141(c) of the General Corporation Law of the State of Delaware, by the
By-Laws of the Corporation and by the resolutions of the Board of Directors
adopted at a meeting duly convened and held on January 20, 1998:
1. The Board of Directors on January 20, 1998 adopted, among other
resolutions, the following resolutions authorizing a Stock Committee of the
Board of Directors to act on behalf of the Board of Directors in connection with
the issuance of the Preferred Stock and fixing the voting rights of the
Preferred Stock:
"RESOLVED that the Stock Committee may, from time to time during the Stock
Committee Term, authorize the issuance and sale of securities which shall
consist of any or all of the following: (i) one or more series of the
Corporation's preferred stock, $1 par value per share (the "Preferred Stock");
(ii) depositary shares each representing a fraction of a share of Preferred
Stock or other security ("Depositary Shares"); (iii) warrants to purchase any
shares of Preferred Stock or Depositary Shares; (iv) warrants to purchase shares
of Common Stock; (v) any shares of Preferred Stock or Common Stock or other
securities into which or for which any of the foregoing may be exchangeable,
convertible, or issuable upon exercise, and (vi) any securities (or units or
combinations of securities)
<PAGE> 2
(including, without limitation, any securities of an SPV (as defined below))
that the Corporation deems functionally equivalent to Preferred Stock by reason
of such securities (or units or combinations of securities) counting as "Tier 1
capital" of the Corporation according to the bank regulatory agencies (all of
the foregoing hereinafter collectively referred to as the "Preferred Shares"
unless the context shall otherwise require; and the Preferred Shares and Common
Stock hereinafter collectively referred to as "Securities", unless the context
shall otherwise require), for cash or other property, as shall be determined by
the Stock Committee, subject to the limitations hereinafter set forth, and any
such Preferred Shares may be sold through agents, through underwriters, through
dealers and directly to purchasers, in one or more offerings registered under
the Securities Act of 1933 (the "Act") or in transactions not required to be
registered under the Act, all as shall be determined by the Stock Committee; and
the Stock Committee shall have full authority to take any and all actions
necessary to effect the intent of this resolution; and all Preferred Shares so
issued will be deemed duly authorized, validly issued, fully paid and
nonassessable;
RESOLVED that, without limiting the generality of the preceding
resolution, the Stock Committee is hereby expressly authorized during the Stock
Committee Term:
(i) to determine whether the Preferred Shares will be issued in one
or more series and the number of shares of any such series;
(ii) to fix the dividend rate or rates of any such shares and/or the
methods of determining dividends and the dates on which dividends
shall be payable;
(iii) to determine whether dividends of any series of Preferred
Shares shall be cumulative or noncumulative and, if cumulative, the
dates from which dividends shall commence to cumulate;
(iv) to determine the conversion or exchange provisions, if any, of
the shares of any series of the Preferred Shares, including without
limitation, the class and series of capital stock or other
securities of the Corporation into which such shares shall be
convertible or exchangeable;
(v) to determine whether the Corporation shall elect to offer (a)
warrants for such Preferred Shares ("Warrants") or (b) Depositary
Shares evidenced by depositary receipts, each representing a
fraction (to be determined by the Stock Committee) of a share of a
particular series of the Preferred Stock or other securities, which
shares of Preferred Stock or other securities will be issued and
deposited with a depositary, in each case, in lieu of offering full
shares of such series of the Preferred Stock or other securities;
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<PAGE> 3
(vi) to fix the liquidation preference of the shares of any series
of the Preferred Shares, subject to the limitation that the
aggregate liquidation preference over Common Stock of all the
Preferred Shares issued during the Stock Committee Term shall not
exceed $1.0 billion (the "Preferred Stock Maximum Amount");
(vii) to determine whether any warrants for Preferred Stock,
Depositary Shares or Common Stock shall be issued, whether alone or
in connection with any other Preferred Shares, and the terms and
conditions of any such warrants;
(viii) to determine whether the shares of any series of the
Preferred Shares shall be subject to redemption, optional or
mandatory or pursuant to a sinking fund, and, if such series shall
be subject to redemption, the redemption provisions of such series;
and
(ix) to fix or determine any additional dividend, liquidation,
redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions thereof;
RESOLVED that, if required, for any series of Preferred Stock, a
certificate shall be prepared and filed on behalf of the Corporation with the
Secretary of State of the State of Delaware pursuant to Section 151 of the
General Corporation Law of the State of Delaware (a "Certificate of
Designation"); that each such Certificate of Designation be in such form as is
approved by action of the Board of Directors or the Stock Committee; and that
the proper officers of the Corporation be and hereby are authorized to execute
and file each such Certificate of Designation pursuant to the General
Corporation Law of the State of Delaware;
RESOLVED that the Certificate of Designation for each series of the
Preferred Stock shall provide that the shares of such series shall not have any
voting powers either general or special, except that
(i) If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be increased
by two, and the holders of the Preferred Stock of all series (whether or
not the holders of such series of Preferred Stock would be entitled to
vote for the election of directors if such default in preference dividends
did not exist), shall have the right at such meeting, voting together as a
single class without regard to series, to the exclusion of the holders of
common stock, par value $1 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created directorships.
Such right shall continue until there are no dividends in arrears upon the
Preferred Stock. Each director elected by the holders of shares of
Preferred Stock (a "Preferred Director") shall continue to
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<PAGE> 4
serve as such director for the full term for which he or she shall have
been elected, notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred Director may
be removed by, and shall not be removed except by, the vote of the holders
of record of the outstanding shares of Preferred Stock, voting together as
a single class without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock, called for
the purpose. So long as a default in any preference dividends on the
Preferred Stock shall exist, (a) any vacancy in the office of a Preferred
Director may be filled (except as provided in the following clause (b)) by
an instrument in writing signed by the remaining Preferred Director and
filed with the Corporation and (b) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of the holders
of the outstanding shares of Preferred Stock, voting together as a single
class without regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the remaining
Preferred Director shall be deemed, for all purposes hereof, to be a
Preferred Director. Whenever the term of office of the Preferred Directors
shall end and a default in preference dividends shall no longer exist, the
number of directors constituting the Board of Directors of the Corporation
shall be reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the Preferred
Stock shall be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on all shares of Preferred
Stock of each and every series then outstanding shall have been paid to
the end of the last preceding dividend period.
(ii) Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of the
total number of shares of Preferred Stock then outstanding, voting as a
class without regard to series, the holders of shares of this series being
entitled to cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have preference as to
dividends or distribution of assets over any outstanding series of the
Preferred Stock other than a series which shall not have any right to
object to such creation or (b) alter or change the provisions of the
Corporation's Certificate of Incorporation so as to adversely affect the
voting power, preferences or special rights of the holders of Preferred
Stock; provided, however, that if such creation or such alteration or
change would adversely affect the voting power, preferences or special
rights of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of the
shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of the
total number of shares of Preferred Stock at the time outstanding.
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<PAGE> 5
2. The Stock Committee of the Board of Directors on May 14, 1998, pursuant
to the authority conferred upon the Stock Committee of the Board of Directors by
Section 141(c) of the General Corporation Law of the State of Delaware, by
Section 3.03 of the By-Laws of the Corporation and by the resolutions of the
Board of Directors set forth above, adopted the following resolution:
"RESOLVED that, pursuant to resolutions of the Board of Directors of The
Chase Manhattan Corporation (the "Corporation") adopted on January 20, 1998, the
issue of 4,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred
Stock, $50 stated value per share ($1 par value), of the Corporation ranking on
a parity with the series of Preferred Stock of the Corporation designated as the
Corporation's: 10.96% Preferred Stock; 7-1/2% Cumulative Preferred Stock;
Adjustable Rate Cumulative Preferred Stock, Series L; 10-1/2% Cumulative
Preferred Stock; 9.76% Cumulative Preferred Stock; 10.84% Cumulative Preferred
Stock; and Adjustable Rate Cumulative Preferred Stock, Series N, is hereby
authorized and the designation, preferences and privileges, relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions of all 4,000,000 shares of this Series, in addition
to those set forth in the Restated Certificate of Incorporation of the
Corporation and, with respect to voting rights, in the resolutions of the Board
of Directors of the Corporation adopted on January 20, 1998, are hereby fixed as
follows:
1. Designation. The designation of this Series shall be Fixed/Adjustable
Rate Noncumulative Preferred Stock (hereinafter referred to as this "Series"),
and the number of shares constituting this Series shall be 4,000,000. Shares of
this Series shall have a stated value of $50. The number of authorized shares of
this Series may be reduced by further resolution duly adopted by the Board of
Directors of the Corporation, the Stock Committee of the Board of Directors or
by any other duly authorized committee of the Board of Directors (collectively,
the "Board of Directors") and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware stating that
such reduction has been so authorized, but the number of authorized shares of
this Series shall not be increased.
2. Dividends. (a) The holders of shares of this Series shall be entitled
to receive cash dividends, when, as and if declared by the Board of Directors,
out of funds legally available for that purpose, in the amounts or at the rate
set forth below in this Section 2. Dividends on the shares of this Series shall
be payable, when, as and if declared by the Board of Directors, on March 31,
June 30, September 30 and December 31 of each year (each, a "Dividend Payment
Date"), commencing on September 30, 1998. Each such dividend shall be paid to
the holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not more than 45 days preceding
the payment date thereof, as shall be fixed by the Board of Directors. Dividends
on the shares of this Series shall not be cumulative and no rights shall accrue
to the holders of the shares of this Series if the Corporation fails to declare
a dividend on the shares of this Series with respect to any Dividend Period (as
hereinafter defined), whether or not dividends are declared with respect to any
future Dividend Period.
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<PAGE> 6
(b) Dividends payable on the shares of this Series for the period from May
21, 1998 through and including September 30, 1998 (the "Initial Dividend
Period") shall be $0.9024 per share. For each quarterly dividend period after
the Initial Dividend Period (each such quarterly dividend period and the Initial
Dividend Period being hereinafter referred to individually as a "Dividend
Period") through and including the Dividend Period ending June 30, 2003,
dividends payable on the shares of this Series shall be payable at a rate per
annum of the stated value thereof equal to 4.96%. For each Dividend Period
beginning on or after July 1, 2003, dividends payable on the shares of this
Series shall be payable at a rate per annum of the stated value thereof equal to
the Applicable Rate (as defined in Section 3) in respect of such Dividend
Period, expressed as a percentage to the nearest ten thousandth of a percentage
point. The amount of dividends per share for each Dividend Period shall be
computed by dividing the Applicable Rate for such Dividend Period by four and
applying the resulting rate to the stated value per share of this Series. Each
Dividend Period (other than the Initial Dividend Period) shall commence on the
January 1, April 1, July 1 and October 1, as the case may be, following the last
day of the Initial Dividend Period or the preceding Dividend Period, as the case
may be, and shall end on and include the day next preceding the first day of the
next such Dividend Period.
(c) Dividends payable on this Series for any period greater or less than a
full Dividend Period, other than the Initial Dividend Period, shall be computed
on the basis of a 360-day year consisting of twelve 30-day months and, for any
period less than one month, the actual number of days elapsed in the period.
(d) No full dividends shall be declared or paid or set apart for payment
on the Preferred Stock of any series ranking, as to dividends, on a parity with
or junior to this Series for any period unless full dividends on the shares of
this Series for the Dividend Period commencing on the day following the
immediately preceding Dividend Payment Date have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment. When dividends are not paid in full, as aforesaid, upon
the shares of this Series and any other series of Preferred Stock ranking on a
parity as to dividends with this Series, all dividends declared upon shares of
this Series and any other series of Preferred Stock ranking on a parity as to
dividends with this Series shall be declared pro rata so that the amount of
dividends declared per share on this Series and such other Preferred Stock shall
in all cases bear to each other the same ratio that accrued and unpaid dividends
per share (which in the case of this Series shall include accrued and unpaid
dividends for the Dividend Period commencing on the day following the
immediately preceding Dividend Payment Date but shall not include accumulation
of any dividends for prior Dividend Periods, unless previously declared) on the
shares of this Series and such other Preferred Stock bear to each other. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on this Series which may be in arrears.
(e) So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock ranking junior to
this Series as to
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dividends and upon liquidation and other than as provided in paragraph (d) of
this Section 2) shall be declared or paid or set aside for payment or other
distribution declared or made upon the Common Stock or upon any other stock
ranking junior to or on a parity with this Series as to dividends or upon
liquidation, nor shall any Common Stock or any other stock of the Corporation
ranking junior to or on a parity with this Series as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation ranking junior to this
Series as to dividends and upon liquidation), unless, in each case, full
dividends on all outstanding shares of this Series shall have been paid or
declared and set aside for payment in respect of the Dividend Period commencing
on the day following the immediately preceding Dividend Payment Date.
3. Definition of Applicable Rate, etc. (a) Except as provided below in
this paragraph, the "Applicable Rate" for any Dividend Period beginning on or
after July 1, 2003 shall be equal to the Effective Rate (as hereinafter defined)
less 0.20%. The "Effective Rate" for any Dividend Period beginning on or after
July 1, 2003 shall be equal to the highest of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as
hereinafter defined) for such Dividend Period. In the event that the Corporation
determines in good faith that for any reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate cannot be determined for
any Dividend Period beginning on or after July 1, 2003, then the Effective Rate
for such Dividend Period shall be equal to the higher of whichever two of such
rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for
any Dividend Period beginning on or after July 1, 2003, then the Effective Rate
for such Dividend Period shall be equal to whichever such rate can be so
determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate can be determined for any
Dividend Period beginning on or after July 1, 2003, then the Effective Rate for
the preceding Dividend Period shall be continued for such Dividend Period.
Anything herein to the contrary notwithstanding, the Applicable Rate for
any Dividend Period shall in no event be less than 5.46% per annum or greater
than 11.46% per annum (without taking into account adjustments described in
paragraph 3(h) below).
(b) Except as described below in this paragraph, the "Treasury Bill Rate"
for each applicable Dividend Period shall be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period (as hereinafter defined)) for three-month U.S. Treasury bills,
as published weekly by the Federal Reserve
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<PAGE> 8
Board (as hereinafter defined) during the Calendar Period immediately preceding
the last ten calendar days preceding the Dividend Period for which the dividend
rate on this Series is being determined. In the event that the Federal Reserve
Board does not publish such a weekly per annum market discount rate during such
Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be
the arithmetic average of the two most recent weekly per annum market discount
rates (or the one weekly per annum market discount rate, if only one such rate
is published during the relevant Calendar Period) for three-month U.S. Treasury
bills, as published weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the Corporation.
In the event that a per annum market discount rate for three-month U.S. Treasury
bills is not published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency during such Calendar Period,
then the Treasury Bill Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum market discount rates (or the
one weekly per annum market discount rate, if only one such rate is published
during the relevant Calendar Period) for all of the U.S. Treasury bills then
having remaining maturities of not less than 80 nor more than 100 days, as
published during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such rates, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Corporation. In
the event that the Corporation determines in good faith that for any reason no
such U.S. Treasury bill rates are published as provided above during such
Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be
the arithmetic average of the per annum market discount rates based upon the
closing bids during such Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a remaining maturity of not
less than 80 nor more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the Corporation
by at least three recognized dealers in U.S. Government securities selected by
the Corporation. In the event that the Corporation determines in good faith that
for any reason the Corporation cannot determine the Treasury Bill Rate for any
applicable Dividend Period as provided above in this paragraph, the Treasury
Bill Rate for such Dividend Period shall be the arithmetic average of the per
annum market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable interest-bearing U.S. Treasury
securities with a remaining maturity of not less than 80 nor more than 100 days,
as chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the Corporation
by at least three recognized dealers in U.S. Government securities selected by
the Corporation.
(c) Except as described below in this paragraph, the "Ten Year Constant
Maturity Rate" for each applicable Dividend Period shall be the arithmetic
average of the two most recent weekly per annum Ten Year Average Yields (as
hereinafter defined) (or the one weekly per annum Ten Year Average Yield, if
only one such yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the Calendar Period
immediately preceding the last ten calendar days preceding the Dividend
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Period for which the dividend rate on this Series is being determined. In the
event that the Federal Reserve Board does not publish such a weekly per annum
Ten Year Average Yield during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (or the one weekly per
annum Ten Year Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly during such Calendar Period by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. In the event that a per annum Ten Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the Ten
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum average yields to maturity (or
the one weekly per annum average yield to maturity, if only one such yield is
published during the relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities (as hereinafter defined)) then having remaining maturities of not
less than eight nor more than twelve years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board does not
publish such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the Corporation cannot
determine the Ten Year Constant Maturity Rate for any applicable Dividend Period
as provided above in this paragraph, then the Ten Year Constant Maturity Rate
for such Dividend Period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final maturity
date not less than eight nor more than twelve years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation.
(d) Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each applicable Dividend Period shall be the arithmetic
average of the two most recent weekly per annum Thirty Year Average Yields (as
hereinafter defined) (or the one weekly per annum Thirty Year Average yield, if
only one such yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the Calendar Period
immediately preceding the last ten calendar days preceding the Dividend Period
for which the dividend rate on this Series is being determined. In the event
that the Federal Reserve Board does not publish such a weekly per annum Thirty
Year Average Yield during such Calendar Period, then the Thirty Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields (or the one weekly
per annum Thirty Year Average Yield, if only one such yield is published during
the relevant Calendar Period), as published weekly during such Calendar Period
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by the
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Corporation. In the event that a per annum Thirty Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such Dividend Period shall be the
arithmetic average of the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to maturity, if only one
such yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining maturities of not less than
twenty-eight nor more than thirty years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board does not
publish such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the Corporation cannot
determine the Thirty Year Constant Maturity for any applicable Dividend Period
as provided above in this paragraph, the Thirty Year Constant Maturity Rate for
such Dividend Period shall be the arithmetic average of the per annum average
yields to maturity based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) with a final maturity date not
less than twenty-eight nor more than thirty years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation.
(e) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate shall each be rounded to the nearest five
hundredths of a percent.
(f) The Applicable Rate with respect to each Dividend Period beginning on
or after July 1, 2003 shall be calculated as promptly as practicable by the
Corporation according to the appropriate method described above. The Corporation
shall cause notice of each Applicable Rate to be sent to the holders of this
Series.
(g) For purposes of this Section,
(i) "Calendar Period" means a period of fourteen calendar days;
(ii) "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System;
(iii) "Special Securities" means securities which can, at the option
of the holder, be surrendered at face value in payment of any Federal
estate tax or which provide tax benefits to the holder and are priced to
reflect such tax benefits or which were originally issued at a deep or
substantial discount;
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(iv) "Ten Year Average Yield" means the average yield to maturity
for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of ten years); and
(v) "Thirty Year Average Yield" means the average yield to maturity
for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of thirty years).
(h) If, prior to November 21, 1999, one or more amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the
percentage of the dividends-received deduction (currently 70%) as specified in
section 243(a)(1) of the Code or any successor provision (the
"Dividends-Received Percentage"), the amount of each dividend payable (if
declared) per share of this Series for dividend payments made on or after the
effective date of such change in the Code shall be adjusted by multiplying the
amount of the dividend payable described above (before adjustment) by the
following fraction (the "DRD Formula"), and rounding the result to the nearest
cent (with one-half cent rounded up):
1- [.35(1-.70)]
---------------
1- [.35(1-DRP)]
For the purposes of the DRD Formula, "DRP" means the Dividends-Received
Percentage (expressed as a decimal) applicable to the dividend in question;
provided, however, that if the Dividends-Received Percentage applicable to the
dividend in question shall be less than 50%, then the DRP shall equal 0.50.
Notwithstanding the foregoing provisions, if, with respect to any such
amendment, the Corporation receives either an unqualified opinion of nationally
recognized independent tax counsel selected by the Corporation or a private
letter ruling or similar form of authorization from the Internal Revenue Service
("IRS") to the effect that such amendment does not apply to a dividend payable
on this Series, then such amendment shall not result in the adjustment provided
for pursuant to the DRD Formula with respect to such dividend. Such opinion
shall be based upon the legislation amending or establishing the DRP or upon a
published pronouncement of the IRS addressing such legislation.
If any such amendment to the Code is enacted after the dividend payable on
a Dividend Payment Date has been declared, the amount of the dividend payable on
such Dividend Payment Date shall not be increased; instead, additional dividends
(the "Post Declaration Date Dividends") equal to the excess, if any, of (x) the
product of the dividend paid by the Corporation on such Dividend Payment Date
and the DRD Formula (where the DRP used in the DRD Formula would be equal to the
greater of the Dividends-Received Percentage and 0.50) applicable to the
dividend in question over (y) the dividend paid by the Corporation on such
Dividend Payment Date, shall be payable (if declared) to holders of shares of
this Series on the record date applicable to the next succeeding Dividend
Payment Date or, if the shares of this Series are called for redemption prior to
such record date, to holders of shares of this Series on the applicable
redemption date, as
11
<PAGE> 12
the case may be, in addition to any other amounts payable on such date.
Notwithstanding the foregoing provisions, if, with respect to any such
amendment, the Corporation receives either an unqualified opinion of nationally
recognized independent tax counsel selected by the Corporation or a private
letter ruling or similar form of authorization from the IRS to the effect that
such amendment does not apply to a dividend so payable on this Series, then such
amendment shall not result in the payment of Post Declaration Date Dividends.
The opinion referenced in the previous sentence shall be based upon the
legislation amending or establishing the DRP or upon a published pronouncement
of the IRS addressing such legislation.
If any such amendment to the Code is enacted and the reduction in the
Dividends-Received Percentage retroactively applies to a Dividend Payment Date
as to which the Corporation previously paid dividends on this Series (each, an
"Affected Dividend Payment Date"), the Corporation shall pay (if declared)
additional dividends (the "Retroactive Dividends") to holders of shares of this
Series on the record date applicable to the next succeeding Dividend Payment
Date (or, if such amendment is enacted after the dividend payable on such
Dividend Payment Date has been declared, to holders of shares of this Series on
the record date following the date of enactment) or, if the shares of this
Series are called for redemption prior to such record date, to holders of shares
of this Series on the applicable redemption date, as the case may be, in an
amount equal to the excess of (x) the product of the dividend paid by the
Corporation on each Affected Dividend Payment Date and the DRD Formula (where
the DRP used in the DRD Formula would be equal to the greater of the
Dividends-Received Percentage and 0.50) applied to each Affected Dividend
Payment Date over (y) the sum of the dividends paid by the Corporation on each
Affected Dividend Payment Date. The Corporation shall only make one payment of
Retroactive Dividends for any such amendment. Notwithstanding the foregoing
provisions, if, with respect to any such amendment, the Corporation receives
either an unqualified opinion of nationally recognized independent tax counsel
selected by the Corporation or a private letter ruling or similar form of
authorization from the IRS to the effect that such amendment does not apply to a
dividend so payable on this Series, then such amendment shall not result in the
payment of Retroactive Dividends. The opinion referenced in the previous
sentence shall be based upon the legislation amending or establishing the DRP or
upon a published pronouncement of the IRS addressing such legislation.
Notwithstanding the foregoing, no adjustment in the dividends payable by
the Corporation shall be made, and no Post Declaration Date Dividends or
Retroactive Dividends shall be payable by the Corporation, in respect of the
enactment of any amendment to the Code at any time on or after November 21, 1999
that reduces the Dividends-Received Percentage.
In the event that the amount of dividends payable per share of the shares
of this Series is adjusted pursuant to the DRD Formula and/or Post Declaration
Date Dividends or Retroactive Dividends are to be paid, the Corporation shall
give notice of each such
12
<PAGE> 13
adjustment and, if applicable, any Post Declaration Date Dividends and
Retroactive Dividends to the holders of shares of this Series.
4. Redemption. (a) Except as provided in paragraph (b) below, the shares
of this Series are not redeemable prior to June 30, 2003. The Corporation, at
its option, may redeem shares of this Series, as a whole or in part, at any time
or from time to time, on or after June 30, 2003 at a redemption price of $50 per
share plus accrued and unpaid dividends thereon (whether or not declared and
including any increase in dividends pursuant to paragraph 3(h) above) from the
immediately preceding Dividend Payment Date to the date fixed for redemption
(but without any accumulation for unpaid dividends for prior Dividend Periods on
the shares of this Series).
(b) If the Dividends-Received Percentage is equal to or less than 50% and,
as a result, the amount of dividends payable on this Series on any Dividend
Payment Date shall be or is adjusted upwards as described in paragraph 3(h)
above, the Company, at its option, may redeem all, but not less than all, of the
outstanding shares of this Series, provided that within sixty days of the date
on which an amendment to the Code is enacted which reduces the
Dividends-Received Percentage to 50% or less, the Company sends notice to
holders of shares of this Series of such redemption in accordance with paragraph
(d) below. Any redemption of this Series in accordance with this paragraph shall
be on notice as aforesaid at a redemption price equal to $51 per share, plus
accrued and unpaid dividends (whether or not declared and including any increase
in dividends pursuant to paragraph 3(h) above) from the immediately preceding
Dividend Payment Date to the date fixed for redemption (but without any
accumulation for unpaid dividends for prior Dividend Periods on the shares of
this Series).
(c) In the event that fewer than all the outstanding shares of this Series
are to be redeemed, the number of shares to be redeemed shall be determined by
the Board of Directors and the shares to be redeemed shall be determined by lot
or pro rata as may be determined by the Board of Directors or by any other
method as may be determined by the Board of Directors in its sole discretion to
be equitable, provided that such method satisfies any applicable requirements of
any securities exchange on which this Series is listed.
(d) In the event the Corporation shall redeem shares of this Series,
notice of such redemption shall be given by first class mail, postage prepaid,
mailed not less than 30 or more than 60 days prior to the redemption date, to
each holder of record of the shares to be redeemed, at such holder's address as
the same appears on the stock register of the Corporation. Each such notice
shall state: (i) the redemption date; (ii) the number of shares of this Series
to be redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed shall cease to accrue on the redemption
date.
13
<PAGE> 14
(e) Notice having been mailed as aforesaid, from and after the redemption
date (unless default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of this Series so
called for redemption shall cease to accrue, and said shares shall no longer be
deemed to be outstanding, and all rights of the holders thereof as stockholders
of the Corporation (except the right to receive from the Corporation the
redemption price) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the redemption price
aforesaid. In case fewer than all the shares represented by any such certificate
are redeemed, a new certificate shall be issued representing the unredeemed
shares without cost to the holder thereof.
(f) Any shares of this Series which shall at any time have been redeemed
shall, after such redemption, have the status of authorized but unissued shares
of Preferred Stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board of Directors.
(g) Notwithstanding the foregoing provisions of this Section 4, if full
dividends on all outstanding shares of this Series are in arrears, no shares of
this Series shall be redeemed unless all outstanding shares of this Series are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire any shares of this Series; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of this Series pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding
shares of this Series.
5. Conversion. The holders of shares of this Series shall not have any
rights to convert such shares into shares of any other class or series of
capital stock of the Corporation.
6. Liquidation Rights. (a) Upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the holders of the shares of this
Series shall be entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders, before any payment
or distribution shall be made on the Common Stock or on any other class of stock
ranking junior to this Series upon liquidation, the amount of $50 per share,
plus accrued and unpaid dividends (whether or not declared and including any
increase in dividends pursuant to paragraph 3(h) above) from the immediately
preceding Dividend Payment Date or the date of original issuance of this Series,
as the case may be, to the date of the liquidating distribution (but without any
accumulation of unpaid dividends for prior Dividend Periods) .
(b) After the payment to the holders of the shares of this Series of the
full preferential amounts provided for in this Section 6, the holders of this
Series as such shall have no right or claim to any of the remaining assets of
the Corporation.
14
<PAGE> 15
(c) If, upon any voluntary or involuntary dissolution, liquidation, or
winding up of the Corporation, the amounts payable with respect to the shares of
this Series and any other shares of stock of the Corporation ranking as to any
such distribution on a parity with the shares of this Series are not paid in
full, the holders of the shares of this Series and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective distributions to which they are entitled.
(d) Neither the sale of all or substantially all the property or business
of the Corporation, nor the merger or consolidation of the Corporation into or
with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 6.
7. Ranking. For purposes of this resolution, any stock of any class or
classes of the Corporation shall be deemed to rank:
(a) prior to the shares of this Series, either as to dividends or upon
liquidation, if the holders of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in preference or priority
to the holders of shares of this Series;
(b) on a parity with shares of this Series, either as to dividends or upon
liquidation, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share or sinking fund provisions, if any,
be different from those of this Series (and whether or not such dividends shall
accumulate), if the holders of such stock shall be entitled to the receipt of
dividends or of amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, without preference or priority, one
over the other, as between the holders of such stock and the holders of shares
of this Series; and
(c) junior to shares of this Series, either as to dividends or upon
liquidation, if such class shall be Common Stock or if the holders of shares of
this Series shall be entitled to receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation, as
the case may be, in preference or priority to the holders of shares of such
class or classes.
8. Voting Rights. The shares of this Series shall have the voting rights
set forth in the resolutions of the Board of Directors of the Corporation
adopted on January 20, 1998."
[Signature appears on subsequent page.]
15
<PAGE> 16
IN WITNESS WHEREOF, The Chase Manhattan Corporation has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
Corporate Secretary, Anthony J. Horan, this 19th day of May, 1998.
THE CHASE MANHATTAN CORPORATION
By: /s/ Anthony J. Horan
------------------------------
Corporate Secretary
16
<PAGE> 1
Exhibit 4.2
FORM OF CERTIFICATE OF DESIGNATIONS
OF
_________ [CONVERTIBLE] [NONCUMULATIVE] [CUMULATIVE]
PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
-------------------------------------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
-------------------------------------------------
THE CHASE MANHATTAN CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES
that the following resolutions were duly adopted by the Board of Directors of
the Corporation on _____________ and by the Stock Committee of the Board of
Directors on _________, respectively, pursuant to authority conferred upon the
Board of Directors by the provisions of the Restated Certificate of
Incorporation of the Corporation which authorize the issuance of up to
200,000,000 shares of preferred stock of $1 par value per share (the "Preferred
Stock"), and pursuant to authority conferred upon the Stock Committee of the
Board of Directors by Section 141(c) of the General Corporation Law of the State
of Delaware, by the By-Laws of the Corporation and by the resolutions of the
Board of Directors adopted at a meeting duly convened and held on___________,
1998:
1. The Board of Directors on ___________ adopted, among other resolutions,
the following resolutions authorizing a Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of the Preferred Stock and fixing the voting rights of the Preferred
Stock:
"RESOLVED that the Stock Committee may, from time to time during the Stock
Committee Term, authorize the issuance and sale of securities which shall
consist of any or all of the following: (i) one or more series of the
Corporation's preferred stock, $1 par value per share (the "Preferred Stock");
(ii) depositary shares each representing a fraction of a share of Preferred
Stock or other security ("Depositary Shares"); (iii) warrants to purchase any
shares of Preferred Stock or Depositary Shares; (iv) warrants to purchase
<PAGE> 2
shares of Common Stock; (v) any shares of Preferred Stock or Common Stock or
other securities into which or for which any of the foregoing may be
exchangeable, convertible, or issuable upon exercise, and (vi) any securities
(or units or combinations of securities) (including, without limitation, any
securities of an SPV (as defined below)) that the Corporation deems functionally
equivalent to Preferred Stock by reason of such securities (or units or
combinations of securities) counting as "Tier 1 capital" of the Corporation
according to the bank regulatory agencies (all of the foregoing hereinafter
collectively referred to as the "Preferred Shares" unless the context shall
otherwise require; and the Preferred Shares and Common Stock hereinafter
collectively referred to as "Securities", unless the context shall otherwise
require), for cash or other property, as shall be determined by the Stock
Committee, subject to the limitations hereinafter set forth, and any such
Preferred Shares may be sold through agents, through underwriters, through
dealers and directly to purchasers, in one or more offerings registered under
the Securities Act of 1933 (the "Act") or in transactions not required to be
registered under the Act, all as shall be determined by the Stock Committee; and
the Stock Committee shall have full authority to take any and all actions
necessary to effect the intent of this resolution; and all Preferred Shares so
issued will be deemed duly authorized, validly issued, fully paid and
nonassessable;
RESOLVED that, without limiting the generality of the preceding
resolution, the Stock Committee is hereby expressly authorized during the Stock
Committee Term:
(i) to determine whether the Preferred Shares will be issued in one
or more series and the number of shares of any such series;
(ii) to fix the dividend rate or rates of any such shares and/or the
methods of determining dividends and the dates on which dividends
shall be payable;
(iii) to determine whether dividends of any series of Preferred
Shares shall be cumulative or noncumulative and, if cumulative, the
dates from which dividends shall commence to cumulate;
(iv) to determine the conversion or exchange provisions, if any, of
the shares of any series of the Preferred Shares, including without
limitation, the class and series of capital stock or other
securities of the Corporation into which such shares shall be
convertible or exchangeable;
(v) to determine whether the Corporation shall elect to offer (a)
warrants for such Preferred Shares ("Warrants") or (b) Depositary
Shares evidenced by depositary receipts, each representing a
fraction (to be determined by the Stock Committee) of a share of a
particular series of the Preferred Stock or other securities, which
shares of Preferred Stock or other securities will be issued and
deposited with a depositary, in each case,
2
<PAGE> 3
in lieu of offering full shares of such series of the Preferred
Stock or other securities;
(vi) to fix the liquidation preference of the shares of any series
of the Preferred Shares, subject to the limitation that the
aggregate liquidation preference over Common Stock of all the
Preferred Shares issued during the Stock Committee Term shall not
exceed $1.0 billion (the "Preferred Stock Maximum Amount");
(vii) to determine whether any warrants for Preferred Stock,
Depositary Shares or Common Stock shall be issued, whether alone or
in connection with any other Preferred Shares, and the terms and
conditions of any such warrants;
(viii) to determine whether the shares of any series of the
Preferred Shares shall be subject to redemption, optional or
mandatory or pursuant to a sinking fund, and, if such series shall
be subject to redemption, the redemption provisions of such series;
and
(ix) to fix or determine any additional dividend, liquidation,
redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions thereof;
RESOLVED that, if required, for any series of Preferred Stock, a
certificate shall be prepared and filed on behalf of the Corporation with the
Secretary of State of the State of Delaware pursuant to Section 151 of the
General Corporation Law of the State of Delaware (a "Certificate of
Designation"); that each such Certificate of Designation be in such form as is
approved by action of the Board of Directors or the Stock Committee; and that
the proper officers of the Corporation be and hereby are authorized to execute
and file each such Certificate of Designation pursuant to the General
Corporation Law of the State of Delaware;
RESOLVED that the Certificate of Designation for each series of the
Preferred Stock shall provide that the shares of such series shall not have any
voting powers either general or special, except that
(i) If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be increased
by two, and the holders of the Preferred Stock of all series (whether or
not the holders of such series of Preferred Stock would be entitled to
vote for the election of directors if such default in preference dividends
did not exist), shall have the right at such meeting, voting together as a
single class without regard to series, to the exclusion of the holders of
common stock, par value $1 per share, of the Corporation, to elect two
directors of the Corporation to
3
<PAGE> 4
fill such newly created directorships. Such right shall continue until
there are no dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a "Preferred
Director") shall continue to serve as such director for the full term for
which he or she shall have been elected, notwithstanding that prior to the
end of such term a default in preference dividends shall cease to exist.
Any Preferred Director may be removed by, and shall not be removed except
by, the vote of the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class without regard to
series, at a meeting of the Corporation's stockholders, or of the holders
of shares of Preferred Stock, called for the purpose. So long as a default
in any preference dividends on the Preferred Stock shall exist, (a) any
vacancy in the office of a Preferred Director may be filled (except as
provided in the following clause (b)) by an instrument in writing signed
by the remaining Preferred Director and filed with the Corporation and (b)
in the case of the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of Preferred
Stock, voting together as a single class without regard to series, at the
same meeting at which such removal shall be voted. Each director appointed
as aforesaid by the remaining Preferred Director shall be deemed, for all
purposes hereof, to be a Preferred Director. Whenever the term of office
of the Preferred Directors shall end and a default in preference dividends
shall no longer exist, the number of directors constituting the Board of
Directors of the Corporation shall be reduced by two. For the purposes
hereof, a "default in preference dividends" on the Preferred Stock shall
be deemed to have occurred whenever the amount of accrued dividends upon
any series of the Preferred Stock shall be equivalent to six full
quarter-yearly dividends or more, and, having so occurred, such default
shall be deemed to exist thereafter until, but only until, all accrued
dividends on all shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last preceding dividend
period.
(ii) Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of the
total number of shares of Preferred Stock then outstanding, voting as a
class without regard to series, the holders of shares of this series being
entitled to cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have preference as to
dividends or distribution of assets over any outstanding series of the
Preferred Stock other than a series which shall not have any right to
object to such creation or (b) alter or change the provisions of the
Corporation's Certificate of Incorporation so as to adversely affect the
voting power, preferences or special rights of the holders of Preferred
Stock; provided, however, that if such creation or such alteration or
change would adversely affect the voting power, preferences or special
rights of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of the
shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be
4
<PAGE> 5
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding.
2. The Stock Committee of the Board of Directors on ____________,
pursuant to the authority conferred upon the Stock Committee of the Board of
Directors by Section 141(c) of the General Corporation Law of the State of
Delaware, by Section 3.03 of the By-Laws of the Corporation and by the
resolutions of the Board of Directors set forth above, adopted the following
resolution:
"RESOLVED that, pursuant to resolutions of the Board of Directors of The
Chase Manhattan Corporation (the "Corporation") adopted on ____________, the
issue of ___________ shares of ______ [Convertible] [Noncumulative] [Cumulative]
Preferred Stock, $___ stated value per share ($1 par value), of the Corporation
ranking on a parity with the series of Preferred Stock of the Corporation
designated as the Corporation's: 10.96% Preferred Stock; 7-1/2% Cumulative
Preferred Stock; Adjustable Rate Cumulative Preferred Stock, Series L; 10-1/2%
Cumulative Preferred Stock; 9.76% Cumulative Preferred Stock; 10.84% Cumulative
Preferred Stock; and Adjustable Rate Cumulative Preferred Stock, Series N,
Fixed/Adjustable Rate Noncumulative Preferred Stock [designate other parity
series, if any] is hereby authorized and the designation, preferences and
privileges, relative, participating, optional and other special rights, and
qualifications, limitations and restrictions of all ________ shares of this
Series, in addition to those set forth in the Restated Certificate of
Incorporation of the Corporation and, with respect to voting rights, in the
resolutions of the Board of Directors of the Corporation adopted on
______________, are hereby fixed as follows:
1. Designation. The designation of this Series shall be _________
[Convertible] [Noncumulative] [Cumulative] Preferred Stock (hereinafter referred
to as this "Series"), and the number of shares constituting this Series shall be
____________. Shares of this Series shall have a stated value of $___. The
number of authorized shares of this Series may be reduced by further resolution
duly adopted by the Board of Directors of the Corporation, the Stock Committee
of the Board of Directors or by any other duly authorized committee of the Board
of Directors (collectively, the "Board of Directors") and by the filing of a
certificate pursuant to the provisions of the General Corporation Law of the
State of Delaware stating that such reduction has been so authorized, but the
number of authorized shares of this Series shall not be increased.
2. Dividends. (a) The holders of shares of this Series shall be entitled
to receive cash dividends, when, as and if declared by the Board of Directors,
out of funds legally available for that purpose, in the amounts or at the rate
set forth below in this Section 2. Dividends on the shares of this Series shall
be payable, when, as and if declared by the Board of Directors, on __________,
__________, __________ and __________ of each year (each, a "Dividend Payment
Date"), commencing on __________. Each such dividend shall be paid to the
holders of record of shares of this Series as they appear on the stock register
of the Corporation on such record date, not more than 45 days preceding the
payment date thereof, as shall be fixed by the Board of Directors.
5
<PAGE> 6
[IF THIS SERIES HAS FIXED RATE DIVIDENDS, INSERT THE FOLLOWING: (b)
Dividends payable on the shares of this Series for the period from _______
through and including ___________ (the "Initial Dividend Period") shall be _____
per share. For each quarterly dividend period after the Initial Dividend Period
(each such quarterly dividend period and the Initial Dividend Period being
hereinafter referred to individually as a "Dividend Period"), which quarterly
Dividend Periods shall commence on ________, ________, _________ and _________
of each year and shall end on and include the day next preceding the first day
of the next such Dividend Period, dividends payable on the shares of this Series
shall be payable at ___% per annum of the stated value thereof. [IF THIS SERIES
IS NONCUMULATIVE, INSERT THE FOLLOWING: Dividends on the shares of this Series
shall not be cumulative and no rights shall accrue to the holders of the shares
of this Series if the Corporation fails to declare a dividend on the shares of
this Series with respect to any Dividend Period, whether or not dividends are
declared with respect to any future Dividend Period.] [IF THIS SERIES IS
CUMULATIVE, INSERT THE FOLLOWING: Dividends shall be cumulative from _________.
Dividends on account of arrears for any past Dividend Periods may be declared
and paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, not more than 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors.]]
[IF THIS SERIES HAS ADJUSTABLE DIVIDENDS BASED ON THE APPLICABLE RATE SET
FORTH BELOW, INSERT THE FOLLOWING: (b) Dividends payable on the shares of this
Series for the period from _______ through and including ___________ (the
"Initial Dividend Period") shall be _____ per share. For each quarterly dividend
period after the Initial Dividend Period (each such quarterly dividend period
and the Initial Dividend Period being hereinafter referred to individually as a
"Dividend Period"), which quarterly Dividend Periods shall commence on ________,
________, _________ and _________ of each year and shall end on and include the
day next preceding the first day of the next such Dividend Period, dividends
payable on the shares of this Series shall be payable at a rate per annum of the
stated value thereof equal to the Applicable Rate (as defined in paragraph (c)
of this Section 2). [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING:
Dividends on the shares of this Series shall not be cumulative and no rights
shall accrue to the holders of the shares of this Series if the Corporation
fails to declare a dividend on the shares of this Series with respect to any
Dividend Period, whether or not dividends are declared with respect to any
future Dividend Period.] [IF THIS SERIES IS CUMULATIVE, INSERT THE FOLLOWING:
Dividends shall be cumulative from _________. Dividends on account of arrears
for any past Dividend Periods may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of record on such
date, not more than 45 days preceding the payment date thereof, as may be fixed
by the Board of Directors.]
(c) Except as provided below in this paragraph, the "Applicable Rate" for
each Dividend Period shall be equal to the Effective Rate (as hereinafter
defined) [plus][less]
6
<PAGE> 7
_____%. The "Effective Rate" for any Dividend Period shall be equal to the
highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate (each as hereinafter defined) for such
Dividend Period. In the event that the Corporation determines in good faith that
for any reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate cannot be determined for
any Dividend Period, then the Effective Rate for such Dividend Period shall be
equal to the higher of whichever two of such rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for
any Dividend Period, then the Effective Rate for such Dividend Period shall be
equal to whichever such rate can be so determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate can be determined for any
Dividend Period, then the Effective Rate for the preceding Dividend Period shall
be continued for such Dividend Period.
[Anything herein to the contrary notwithstanding, the Applicable Rate for
any Dividend Period shall in no event be less than _____% per annum or greater
than ____% per annum.]
(d) Except as described below in this paragraph, the "Treasury Bill Rate"
for each Dividend Period shall be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the relevant Calendar
Period (as hereinafter defined)) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board (as hereinafter defined) during
the Calendar Period immediately preceding the last ten calendar days preceding
the Dividend Period for which the dividend rate on this Series is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum market discount rate during such Calendar Period, then the
Treasury Bill Rate for such Dividend Period shall be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation. In the event that a
per annum market discount rate for three-month U.S. Treasury bills is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Treasury Bill Rate for such Dividend Period shall be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for all of the U.S. Treasury bills then having
remaining maturities of not less than
7
<PAGE> 8
80 nor more than 100 days, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does not publish such
rates, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. In the event that the Corporation determines
in good faith that for any reason no such U.S. Treasury bill rates are published
as provided above during such Calendar Period, then the Treasury Bill Rate for
such Dividend Period shall be the arithmetic average of the per annum market
discount rates based upon the closing bids during such Calendar Period for each
of the issues of marketable non-interest-bearing U.S. Treasury securities with a
remaining maturity of not less than 80 nor more than 100 days from the date of
each such quotation, as chosen and quoted daily for each business day in New
York City (or less frequently if daily quotations are not generally available)
to the Corporation by at least three recognized dealers in U.S. Government
securities selected by the Corporation. In the event that the Corporation
determines in good faith that for any reason the Corporation cannot determine
the Treasury Bill Rate for any applicable Dividend Period as provided above in
this paragraph, the Treasury Bill Rate for such Dividend Period shall be the
arithmetic average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity of not less
than 80 nor more than 100 days, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.
(e) Except as described below in this paragraph, the "Ten Year Constant
Maturity Rate" for each Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (as hereinafter
defined) (or the one weekly per annum Ten Year Average Yield, if only one such
yield is published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the Dividend Period for which the dividend rate
on this Series is being determined. In the event that the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield during such
Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend
Period shall be the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if
only one such yield is published during the relevant Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the Corporation. In the
event that a per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield is published during
the relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities (as
hereinafter defined)) then having remaining maturities of not less than eight
nor more than twelve years, as published during such
8
<PAGE> 9
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation. In the event that
the Corporation determines in good faith that for any reason the Corporation
cannot determine the Ten Year Constant Maturity Rate for any applicable Dividend
Period as provided above in this paragraph, then the Ten Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final maturity
date not less than eight nor more than twelve years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation.
(f) Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields (as hereinafter
defined) (or the one weekly per annum Thirty Year Average yield, if only one
such yield is published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the Dividend Period for which the
dividend rate on this Series is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year Constant Maturity Rate for
such Dividend Period shall be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty
Year Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Corporation. In the event that a per annum Thirty Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such Dividend Period shall be the
arithmetic average of the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to maturity, if only one
such yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining maturities of not less than
twenty-eight nor more than thirty years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board does not
publish such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the Corporation cannot
determine the Thirty Year Constant Maturity for any applicable Dividend Period
as provided above in this paragraph, the Thirty Year Constant Maturity Rate for
such Dividend Period shall be the arithmetic average of the per annum average
yields to maturity based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) with a final maturity
9
<PAGE> 10
date not less than twenty-eight nor more than thirty years from the date of each
such quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation.
(g) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate shall each be rounded to the nearest five
hundredths of a percent.
(h) The Applicable Rate with respect to each Dividend Period shall be
calculated as promptly as practicable by the Corporation according to the
appropriate method described above. The Corporation shall cause notice of each
Applicable Rate to be sent to the holders of this Series.
(i) For purposes of this Section,
(i) "Calendar Period" means a period of fourteen calendar days;
(ii) "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System;
(iii) "Special Securities" means securities which can, at the option
of the holder, be surrendered at face value in payment of any Federal
estate tax or which provide tax benefits to the holder and are priced to
reflect such tax benefits or which were originally issued at a deep or
substantial discount;
(iv) "Ten Year Average Yield" means the average yield to maturity
for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of ten years); and
(v) "Thirty Year Average Yield" means the average yield to maturity
for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of thirty years).]
[IF THIS SERIES HAS ADJUSTABLE DIVIDENDS BASED ON A RATE OTHER THAN THE RATE SET
FORTH ABOVE, INSERT THE APPROPRIATE CALCULATION OF SUCH RATE]
[(c)][(i)] Dividends payable on this Series for any period greater or less
than a full Dividend Period, other than the Initial Dividend Period, shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than one month, the actual number of days elapsed in the
period. [Dividends payable on this Series for each full Dividend Period shall be
computed by annualizing the Dividend Rate and dividing by four.]
10
<PAGE> 11
[(d)][(j)] No full dividends shall be declared or paid or set apart for
payment on the Preferred Stock of any series ranking, as to dividends, on a
parity with or junior to this Series for any period unless [IF THIS SERIES IS
NONCUMULATIVE, INSERT THE FOLLOWING: full dividends on the shares of this Series
for the Dividend Period commencing on the day following the immediately
preceding Dividend Payment Date have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment] [IF THIS SERIES IS CUMULATIVE, INSERT THE FOLLOWING: full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for such payment on this Series
for all Dividend Periods terminating on or prior to the date of payment of such
full cumulative dividends]. When dividends are not paid in full, as aforesaid,
upon the shares of this Series and any other series of Preferred Stock ranking
on a parity as to dividends with this Series, all dividends declared upon shares
of this Series and any other series of Preferred Stock ranking on a parity as to
dividends with this Series shall be declared pro rata so that the amount of
dividends declared per share on this Series and such other Preferred Stock shall
in all cases bear to each other the same ratio that accrued and unpaid dividends
per share [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: (which in the
case of this Series shall include accrued and unpaid dividends for the Dividend
Period commencing on the day following the immediately preceding Dividend
Payment Date but shall not include accumulation of any dividends for prior
Dividend Periods, unless previously declared)] on the shares of this Series and
such other Preferred Stock bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on this Series which may be in arrears.
[(e)][(k)] So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation and other than as
provided in paragraph (d) of this Section 2) shall be declared or paid or set
aside for payment or other distribution declared or made upon the Common Stock
or upon any other stock ranking junior to or on a parity with this Series as to
dividends or upon liquidation, nor shall any Common Stock or any other stock of
the Corporation ranking junior to or on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for stock of the Corporation ranking junior to
this Series as to dividends and upon liquidation), unless, in each case, [IF
THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: full dividends on all
outstanding shares of this Series shall have been paid or declared and set aside
for payment in respect of the Dividend Period commencing on the day following
the immediately preceding Dividend Payment Date] [IF THIS SERIES IS CUMULATIVE,
INSERT THE FOLLOWING: the full cumulative dividends on all outstanding shares of
this Series shall have been paid or declared and set aside for payment for all
past Dividend Periods].
11
<PAGE> 12
[INSERT ANY OTHER PROVISIONS APPLICABLE TO DIVIDENDS WITH RESPECT TO THIS
SERIES.]
3. Redemption.
[IF THIS SERIES IS REDEEMABLE AT A FIXED PRICE, INSERT THE FOLLOWING: (a)
[The shares of this Series are not redeemable prior to _________.] The
Corporation, at its option, may redeem shares of this Series, as a whole or in
part, at any time or from time to time, [on or after ______________,] at a
redemption price of ____ per share plus accrued and unpaid dividends thereon
(whether or not declared) [IF THIS SERIES IS NONCUMULATIVE from the immediately
preceding Dividend Payment Date] to the date fixed for redemption [IF THIS
SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: (but without any accumulation for
unpaid dividends for prior Dividend Periods on the shares of this Series)].
[IF THIS SERIES IS REDEEMABLE AT VARIABLE PRICES, INSERT THE FOLLOWING:
(a) [The shares of this Series are not redeemable prior to _________.] The
Corporation, at its option, may redeem shares of this Series, as a whole or in
part, at any time or from time to time, [on or after ____________,] at the
applicable redemption price set forth below, plus accrued and unpaid dividends
thereon (whether or not declared) [IF THIS SERIES IS NONCUMULATIVE from the
immediately preceding Dividend Payment Date] to the date fixed for redemption
[IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: (but without any
accumulation for unpaid dividends for prior Dividend Periods on the shares of
this Series)]:
<TABLE>
Date of Redemption Redemption Price Per Share
------------------ --------------------------
<S> <C>
On or after ____________ but
prior to ____________ ___________________
On or after ____________ but
prior to ____________ ___________________
On or after ____________ ___________________
</TABLE>
[ IF THIS SERIES IS REDEEMABLE PURSUANT TO A SINKING FUND, INSERT THE
FOLLOWING:
(b) So long as any shares of this Series shall be outstanding, the
Corporation shall on each of the dates set forth in the following schedule
("Sinking Fund Payment Dates") set aside an amount sufficient for the redemption
of, and shll redeem, the number of shares of this Series set forth opposite such
Sinking Fund Payment Date:
Sinking Fund Payment Date Number of Shares to be Redeemed
------------------------- -------------------------------
12
<PAGE> 13
The redemption price of shares of this Series to be redeemed pursuant to the
aforesaid sinking fund shall be $___ per share, plus accrued and unpaid
dividends thereon (whether or not declared) [IF THIS SERIES IS NONCUMULATIVE,
INSERT THE FOLLOWING: from the immediately preceding Dividend Payment Date] to
the date fixed for redemption [IF THIS SERIES IS NONCUMULATIVE, INSERT THE
FOLLOWING: (but without any accumulation for unpaid dividends for prior Dividend
Periods on the shares of this Series)]. The Corporation may, at its option,
apply toward its sinking fund obligation any shares of this Series puchased or
otherwise acquired by the Corporation or redeemed by the Corporation otherwise
than through the sinking fund which have not previously been credited toward a
sinking fund obligation. The obligation of the Corporation to redeem shares of
this Series shall be cumulative, so that if for any year or years such
requirements shall not be fully discharged as they accrue, funds legally
available therefor, after payment or provision for dividends, for each year
thereafter shall be applied thereto until such requirements are fully
discharged.]
[IF THIS SERIES IS SUBJECT TO EITHER OPTIONAL OR MANDATORY REDEMPTION, INSERT
THE FOLLOWING:
[(b)][(c)] In the event that fewer than all the outstanding shares of
this Series are to be redeemed [(by operation of a sinking fund or otherwise)],
the number of shares to be redeemed shall be determined by the Board of
Directors and the shares to be redeemed shall be determined by lot or pro rata
as may be determined by the Board of Directors or by any other method as may be
determined by the Board of Directors in its sole discretion to be equitable,
provided that such method satisfies any applicable requirements of any
securities exchange on which this Series is listed.
[(c)][(d)] In the event the Corporation shall redeem shares of this
Series [(by operation of a sinking fund or otherwise)], notice of such
redemption shall be given by first class mail, postage prepaid, mailed not less
than 30 or more than 60 days prior to the redemption date, to each holder of
record of the shares to be redeemed, at such holder's address as the same
appears on the stock register of the Corporation. Each such notice shall state:
(i) the redemption date; (ii) the number of shares of this Series to be redeemed
and, if fewer than all the shares held by such holder are to be redeemed, the
number of such shares to be redeemed from such holder; (iii) the redemption
price; (iv) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price; [and] (v) that dividends on the
shares to be redeemed shall cease to accrue on the redemption date [IF THIS
SERIES IS CONVERTIBLE, INSERT THE FOLLOWING; and (vi) that such holder has the
right to convert such shares into a number of shares of Common Stock prior to
the close of business on the redemption date].
[(d)][(e)] Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price) dividends on the shares of this
Series so called for redemption shall cease to accrue, and said shares shall no
longer be deemed to be outstanding, and all
13
<PAGE> 14
rights of the holders thereof as stockholders of the Corporation (except the
right to receive from the Corporation the redemption price) shall cease [ IF
THIS SERIES IS CONVERTIBLE, INSERT THE FOLLOWING: ; provided that,
notwithstanding the foregoing, if notice of redemption has been given pursuant
to this paragraph and any holder of shares of this Series shall, prior to the
close of business on the redemption date, surrender for conversion any or all of
the shares to be redeemed held by such holder in accordance with Section 4, then
the conversion of such shares to be redeemed shall become effective as provided
in Section 4.] Upon surrender in accordance with said notice of the certificates
for any shares so redeemed (properly endorsed or assigned for transfer, if the
Board of Directors shall so require and the notice shall so state), such shares
shall be redeemed by the Corporation at the redemption price aforesaid. In case
fewer than all the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares without cost
to the holder thereof.
[(e)][(f)] Any shares of this Series which shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors.
[(f)][(g)] Notwithstanding the foregoing provisions of this Section 3, if
full dividends on all outstanding shares of this Series are in arrears, no
shares of this Series shall be redeemed unless all outstanding shares of this
Series are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any shares of this Series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of this Series
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of this Series.]
[IF THIS SERIES IS NOT CONVERTIBLE, INSERT THE FOLLOWING:
4. Conversion. The holders of shares of this Series shall not have any
rights to convert such shares into shares of any other class or series of
capital stock of the Corporation.]
[IF THIS SERIES IS CONVERTIBLE FOR SHARES OF COMMON STOCK, INSERT THE FOLLOWING]
4. Conversion. (a) Subject to and upon compliance with the provisions of
this Section 4, each holder of shares of this Series shall have the right, at
such holder's option, at any time [from and after ___________], to convert any
or all of the shares of this Series held by such holder into the number of fully
paid and nonassessable shares of Common Stock (calculated as to each conversion,
for the purpose of determining the amount of any cash payments provided for
under paragraph (c) of this Section 4, to the nearest .01 of a share of Common
Stock, as the case may be, with one-half cent and .005 of a share, respectively,
being rounded upward) obtained by dividing the stated value of a share of
14
<PAGE> 15
this Series by the Conversion Price (as defined below) and multiplying such
resulting number by the number of shares of this Series to be converted, and by
surrender of such shares of this Series so to be converted, such surrender to be
made in the manner provided in paragraph (b) of this Section 4; provided,
however, that the right to convert shares called for redemption pursuant to
Section 3 hereof shall terminate at the close of business on the date fixed for
such redemption unless the Corporation shall default in making payment of the
amount payable upon such redemption.
The term "Conversion Price" shall mean $______, as adjusted in accordance with
the provisions of this Section 4.
(b). In order to exercise the conversion privilege, the holder of each
share of this Series to be converted shall surrender the certificate
representing such share at the office of any transfer agent for the Common Stock
and shall give written notice to the Corporation at said office that such holder
elects to convert the same, specifying the name or names and denominations in
which such holder wishes the certificate or certificates for the Common Stock to
be issued (which notice may be in the form of a notice of election to convert
which may be printed on the reverse of the certificates for the shares of this
Series). Unless the shares issuable on conversion are to be issued in the same
name as the name in which such share of this Series is registered, each share
surrendered for conversion shall be accompanied by instruments of transfer, in
form satisfactory to the Corporation, duly executed by the holder or his duly
authorized attorney, and by an amount sufficient to pay any transfer or similar
tax.
The holders of shares of this Series at the close of business on a dividend
payment record date shall be entitled to receive the dividend payable on such
shares (except that holders of shares called for redemption on a redemption date
between such record date and the Dividend Payment Date shall not be entitled to
receive such dividend on such Dividend Payment Date) on the corresponding
dividend payment date notwithstanding the conversion thereof or the
Corporation's default in payment of the dividend due on such Dividend Payment
Date. However, shares of this Series surrendered for conversion during the
period between the close of business on any dividend payment record date and the
opening of business on the corresponding Dividend Payment Date (except shares
called for redemption on a redemption date during such period) must be
accompanied by payment of an amount equal to the dividend payable on such shares
on such Dividend Payment Date. A holder of shares of this Series on a dividend
payment record date who (or whose transferee) tenders any of such shares for
conversion into shares of Common Stock on a Dividend Payment Date will receive
the dividend payable by the Corporation on such shares of this Series on such
date, and the converting holder need not include payment in the amount of such
dividend upon surrender of shares of this Series for conversion. Except as
provided above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on converted shares or for dividends on
the shares of Common Stock issued upon such conversion.
15
<PAGE> 16
As promptly as practicable after the surrender of the certificates for shares of
this Series as aforesaid, the Corporation shall issue and shall deliver at the
office of any transfer agent for the Common Stock to such holder, or on his
written order, a certificate or certificates for the number of full shares of
Common Stock issuable upon the conversion of such shares in accordance with the
provisions of this Section 4, together with a certificate or certificates
representing any shares of this Series which are not to be converted but which
shall have constituted part of the shares of this Series represented by the
certificate or certificates so surrendered, and any fractional interest in
respect of a share of Common Stock arising upon such conversion shall be settled
as provided in subparagraph (c) of this Section 4.
Each conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which the certificates for shares of this
Series shall have been surrendered and such notice (and, if applicable, payment
of an amount equal to the dividend payable on such shares) received by the
Corporation as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby at such time on such date and such conversion
shall be at the Conversion Price in effect at such time on such date, unless the
stock transfer books of the Corporation shall be closed on such date, in which
event such person or persons shall be deemed to have become such holder or
holders of record at the close of business on the next succeeding day on which
such stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such shares shall have been
surrendered and such notice (and, if applicable, payment) received by the
Corporation. All shares of Common Stock delivered upon conversion of the shares
of this Series will upon delivery be duly and validly issued and fully paid and
nonassessable, free of all liens and charges and not subject to any preemptive
rights.
(c) No fractional shares or scrip representing fractions of shares of
Common Stock shall be issued upon conversion of shares of this Series. Instead
of any fractional interest in a share of Common Stock which would otherwise be
deliverable upon the conversion of a share of this Series, the Corporation shall
pay to the holder of such share of this Series an amount in cash (computed to
the nearest cent, with one-half cent being rounded upward) equal to the reported
last sales price (as defined in subparagraph (d)(v) of this Section 4) of the
Common Stock on the Trading Day (as defined in subparagraph (d)(v) of this
Section 4) next preceding the day of conversion multiplied by the fraction of a
share of Common Stock represented by such fractional interest. If more than one
share of this Series shall be surrendered for conversion at one time by the same
holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate stated value of the
shares of this Series so surrendered.
(d) The Conversion Price shall be adjusted from time to time as follows:
16
<PAGE> 17
(i) In case the Corporation shall (x) pay a dividend or make a
distribution on the Common Stock in shares of Common Stock, (y) subdivide the
outstanding Common Stock into a greater number of shares or (z) combine the
outstanding Common Stock into a smaller number of shares, the Conversion Price
shall be adjusted so that the holder of any share of this Series thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock of the Corporation which he would have owned or have been entitled
to receive after the happening of any of the events described above had such
share been converted immediately prior to the record date in the case of a
dividend or the effective date in the case of subdivision or combination. An
adjustment made pursuant to this subparagraph (i) shall become effective
immediately after the record date in the case of a dividend, except as provided
in subparagraph (viii) below, and shall become effective immediately after the
effective date in the case of a subdivision or combination. No adjustment in the
Conversion Price shall be made if, at the same time as the Corporation shall
issue shares of Common Stock as a dividend or distribution on the outstanding
shares of Common Stock which would otherwise call for an adjustment in the
Conversion Price, the Corporation shall issue shares of Common Stock as a
dividend or distribution on the outstanding shares of this Series equivalent to
the number of shares distributable on the shares of Common Stock into which this
Series is then convertible.
(ii) In case the Corporation shall issue rights or warrants to all
holders of shares of Common Stock entitling them (for a period expiring within
45 days after the record date mentioned below) to subscribe for or purchase
shares of Common stock at a price per share less than the current market price
per share of Common Stock (as defined for purposes of this subparagraph (ii) in
subparagraph (v) below), at the record date for the determination of
stockholders entitled to receive such rights or warrants, the Conversion Price
in effect after such record date shall be determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on the record date for issuance of such rights or warrants plus the number of
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered would purchase at such current market price,
and the denominator of which shall be the number of shares of Common Stock
outstanding on the record date for issuance of such rights or warrants plus the
number of additional shares of Common Stock receivable upon exercise of such
rights or warrants. Such adjustment shall be made successively whenever any such
rights or warrants are issued, and shall become effective immediately, except as
provided in subparagraph (viii) below, after such record date. In determining
whether any rights or warrants entitled the holders of the shares of this Series
to subscribe for or purchase shares of Common Stock at less than such current
market price, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by
the Corporation for such rights or warrants plus the exercise price thereof, the
value of such consideration or exercised price, as the case may be, if other
than cash, to be determined by the Board of Directors.
17
<PAGE> 18
(iii) In case the Corporation shall distribute to all holders of
Common Stock any shares of capital stock of the Corporation (other than Common
Stock) or evidences of its indebtedness or assets (excluding cash dividends or
distributions paid from retained earnings of the Corporation or dividends
payable in Common Stock) or rights or warrants to subscribe for or purchase any
of its securities (excluding those rights or warrants referred to in
subparagraph (ii) above) (any of the foregoing being hereinafter in this
subparagraph (iii) called the "Securities"), then, in each such case, unless the
Corporation elects to reserve such Securities for distribution to the holders of
the shares of this Series upon the conversion of the shares of this Series so
that any such holder converting shares of this Series will receive upon such
conversion, in addition to the shares of the Common Stock to which such holder
is entitled, the amount and kind of such Securities which such holder would have
received if such holder had, immediately prior to the record date for the
distribution of the Securities, converted its shares of this Series into Common
Stock, the Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the date of such distribution by a fraction the numerator of which shall be
the current market price per share (as defined for purposes of this subparagraph
(iii) in subparagraph (v) below) of the Common Stock on the record date
mentioned above less the then fair market value (as determined by the Board of
Directors, whose determination shall be conclusive) of the portion of the
Securities so distributed applicable to one share of Common Stock, and the
denominator of which shall be the current market price per share (as defined in
subparagraph (v) below) of the Common Stock; provided, however, that in the
event the then fair market value (as so determined) of the portion of the
Securities so distributed applicable to one share of Common Stock is equal to or
greater than the current market price per share (as defined in subparagraph (v)
below) of the Common Stock on the record date mentioned above, in lieu of the
foregoing adjustment, adequate provision shall be made so that each holder of
shares of this Series shall have the right to receive the amount and kind of
Securities such holder would have received had such holder converted each such
share of this Series immediately prior to the record date for the distribution
of the Securities. Such adjustment shall become effective immediately, except as
provided in subparagraph (viii) below, after the record date for the
determination of shareholders entitled to receive such distribution.
(iv) If, pursuant to subparagraph (ii) or (iii) above, the number of
shares of Common Stock into which a share of this Series is convertible shall
have been adjusted because the Corporation has declared a dividend, or made a
distribution, on the outstanding shares of Common Stock in the form of any right
or warrant to purchase securities of the Corporation, or the Corporation has
issued any such right or warrant, then, upon the expiration of any such
unexercised right or unexercised warrant, the Conversion Price shall forthwith
be adjusted to equal the Conversion Price that would have applied had such right
or warrant never been declared, distributed or issued.
(v) For the purpose of any computation under subparagraph (ii)
above, the current market price per share of Common Stock on any date shall be
deemed to be the average of the reported last sales prices for the thirty
consecutive Trading Days (as
18
<PAGE> 19
defined below) commencing forty-five Trading Days before the date in question.
For the purpose of any computation under subparagraph (iii) above, the current
market price per share of Common Stock on any date shall be deemed to be the
average of the reported last sales prices for the ten consecutive Trading Days
before the date in question. The reported last sales price for each day (whether
for purposes of subparagraph (ii) or subparagraph (iii)) shall be the reported
last sales price, regular way, or, in case no sale takes place on such day, the
average of the reported closing bid and asked prices, regular way, in either
case as reported on the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed or admitted to trading on the New York Stock Exchange at
such time, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if the Common Stock is not quoted on such National Market System,
the average of the closing bid and asked prices on such day in the
over-the-counter market as reported by NASDAQ or, if bid and asked prices for
the Common Stock on each such day shall not have been reported through NASDAQ,
the average of the bid and asked prices for such date as furnished by any New
York Stock Exchange member firm regularly making a market in the Common Stock
selected for such purpose by the Board of Directors or, if no such quotations
are available, the fair market value of the Common Stock as determined by a New
York Stock Exchange member firm regularly making a market in the Common Stock
selected for such purpose by the Board of Directors. As used herein, the Term
"Trading Day" with respect to Common Stock means (x) if the Common Stock is
listed or admitted for trading on the New York Stock Exchange or another
national securities exchange, a day on which the New York Stock Exchange or such
other national securities exchange is open for business or (y) if the Common
Stock is quoted on the National Market System of the NASDAQ, a day on which
trades may be made on such National Market System or (z) otherwise, any day
other than a Saturday or Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.
(vi) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this
subparagraph (F) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 4
shall be made to the nearest cent or to the nearest .01 of a share, as the case
may be, with one-half cent and .005 of a share, respectively, being rounded
upward. Anything in this paragraph (d) to the contrary notwithstanding, the
Corporation shall be entitled to make such reductions in the Conversion Price,
in addition to those required by this paragraph (d), as it in its discretion
shall determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights or warrants to purchase stock or securities, or
distribution of other assets (other than cash dividends) hereafter made by the
Corporation to its stockholders shall not be taxable.
(vii) Whenever the Conversion Price is adjusted as herein provided,
the Corporation shall file with the transfer agent a certificate, signed by the
Chairman of the
19
<PAGE> 20
Board, the President, any Vice Chairman, any Senior Executive Vice President,
Executive Vice President, Senior Vice President, Managing Director or Vice
President of the Corporation, setting forth the Conversion Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the correctness of
such adjustment; provided, however, that the failure of the Corporation to file
such officers' certificate shall not invalidate any corporate action by the
Corporation.
(viii) In any case in which this paragraph (d) provides that an
adjustment shall become effective immediately after a record date for an event,
the Corporation may defer until the occurrence of such event (y) issuing to the
holder of any share of this Series converted after such record date and before
the occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (z) paying to such holder any amount of cash in lieu of any
fractional share of Common Stock pursuant to paragraph (c) of this Section 4.
(e) Whenever the Conversion Price is adjusted as provided in
paragraph (d), the Corporation shall cause to be mailed to each holder of shares
of this Series at its then registered address by first-class mail, postage
prepaid, a notice of such adjustment of the Conversion Price setting forth such
adjusted Conversion Price and the effective date of such adjusted Conversion
Price; provided, however, that the failure of the Corporation to give such
notice shall not invalidate any corporate action by the Corporation.
(f) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversions of
shares of this Series, the full number of shares of Common Stock deliverable
upon the conversion of all outstanding shares of this Series not theretofore
converted. For purposes of this paragraph (f), the number of shares of Common
Stock which shall be deliverable upon the conversion of all outstanding shares
of this Series shall be computed as if at the time of computation all such
outstanding shares were held by a single holder.
(g) The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
share of Common Stock on conversions of shares of this Series pursuant hereto;
provided, however, that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issue or
delivery of shares of Common Stock in a name other than that of the holder of
shares of this Series to be converted and no such issue or delivery shall be
made unless and until the person requesting such issue or delivery has paid to
the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.
20
<PAGE> 21
(h) Notwithstanding any other provision herein to the contrary, if
any of the following events occur, namely (w) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination of the Common Stock), (x) any consolidation, merger
or combination of the Corporation with or into another corporation as a result
of which holders of Common Stock shall be entitled to receive stock, securities
or other property or assets (including cash) with respect to or in exchange for
such Common Stock, or (y) any sale or conveyance of the properties and assets of
the Corporation as, or substantially as, an entirety to any other entity as a
result of which holders of Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then appropriate provision shall be made so that
the holder of each share of this Series then outstanding shall have the right to
convert such share into the kind and amount of the shares of stock and
securities or other property or assets (including cash) that would have been
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of the number of shares of Common
Stock issuable upon conversion of such share of this Series immediately prior to
such reclassification, change, consolidation, merger, combination, sale or
conveyance. The adjustments described in this paragraph (h) shall be subject to
further adjustments as appropriate that shall be as nearly equivalent as may be
practicable to the relevant adjustment provided for in this paragraph (h). If,
in the case of any such consolidation, merger, combination, sale or conveyance,
the stock or other securities and property receivable thereupon by a holder of
shares of Common Stock includes shares of stock, securities or other property or
assets (including cash) of an entity other than the successor or acquiring
entity, as the case may be, in such consolidation, merger, combination, sale or
conveyance, then the Corporation shall enter into an agreement with such other
entity for the benefit of the holders of this Series that shall contain such
provisions to protect the interests of such holders as the Board of Directors
shall reasonably consider necessary by reason of the foregoing.
(i) Upon any conversion of shares of this Series, the shares of this
Series so converted shall have the status of authorized and unissued shares of
Preferred Stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board of Directors.
5. Liquidation Rights. (a) Upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the holders of the shares of this
Series shall be entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders, before any payment
or distribution shall be made on the Common Stock or on any other class of stock
ranking junior to this Series upon liquidation, the amount of $___ per share,
plus accrued and unpaid dividends thereon (whether or not declared) [IF THIS
SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: from the immediately preceding
Dividend Payment Date or the date of original issuance of this Series, as the
case may be,] to the date of the liquidating
21
<PAGE> 22
distribution [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING, (but
without any accumulation of unpaid dividends for prior Dividend Periods)].
(b) After the payment to the holders of the shares of this Series of the
full preferential amounts provided for in this Section 5, the holders of this
Series as such shall have no right or claim to any of the remaining assets of
the Corporation.
(c) If, upon any voluntary or involuntary dissolution, liquidation, or
winding up of the Corporation, the amounts payable with respect to the shares of
this Series and any other shares of stock of the Corporation ranking as to any
such distribution on a parity with the shares of this Series are not paid in
full, the holders of the shares of this Series and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective distributions to which they are entitled.
(d) Neither the sale of all or substantially all the property or business
of the Corporation, nor the merger or consolidation of the Corporation into or
with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 5.
7. Ranking. For purposes of this resolution, any stock of any class or
classes of the Corporation shall be deemed to rank:
(a) prior to the shares of this Series, either as to dividends or upon
liquidation, if the holders of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in preference or priority
to the holders of shares of this Series;
(b) on a parity with shares of this Series, either as to dividends or upon
liquidation, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share or sinking fund provisions, if any,
be different from those of this Series (and whether or not such dividends shall
accumulate), if the holders of such stock shall be entitled to the receipt of
dividends or of amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, without preference or priority, one
over the other, as between the holders of such stock and the holders of shares
of this Series; and
(c) junior to shares of this Series, either as to dividends or upon
liquidation, if such class shall be Common Stock or if the holders of shares of
this Series shall be entitled to receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation, as
the case may be, in preference or priority to the holders of shares of such
class or classes.
8. Voting Rights. The shares of this Series shall have the voting rights
set forth in the resolutions of the Board of Directors adopted on
_____________."
22
<PAGE> 23
IN WITNESS WHEREOF, The Chase Manhattan Corporation has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
Corporate Secretary, [name], this ____ day of _______, 1998.
THE CHASE MANHATTAN CORPORATION
By:
--------------------------------
Corporate Secretary
23
<PAGE> 1
Exhibit 4.3
[FORM OF DEPOSIT AGREEMENT]
================================================================================
THE CHASE MANHATTAN CORPORATION,
__________________________, As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
-----------------
Deposit Agreement
-----------------
Dated as of _____________
================================================================================
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I....................................................................1
ARTICLE II...................................................................2
SECTION 2.01. Form and Transfer of Receipts...........................2
SECTION 2.02. Deposit of Stock; Execution and Delivery of
Receipts in Respect Thereof.............................2
SECTION 2.03. Redemption of Stock.....................................4
SECTION 2.04. Registration of Transfer of Receipts....................5
SECTION 2.05. Split-ups and Combinations of Receipts; Surrender
of Receipts and Withdrawal of Stock.....................6
SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts......................7
SECTION 2.07. Lost Receipts, etc......................................8
SECTION 2.08. Cancellation and Destruction of Surrendered
Receipts................................................8
ARTICLE III..................................................................8
SECTION 3.01. Filing Proofs, Certificates and Other Information.......8
SECTION 3.02. Payment of Taxes or Other Governmental Charges..........8
SECTION 3.03. Warranty as to Stock....................................9
ARTICLE IV...................................................................9
SECTION 4.01. Cash Distributions......................................9
SECTION 4.02. Distributions Other than Cash, Rights, Preferences
or Privileges...........................................9
SECTION 4.03. Subscription Rights, Preferences or Privileges.........10
SECTION 4.04. Notice of Dividends, etc...............................11
SECTION 4.05. Voting Rights..........................................12
SECTION 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc..............12
SECTION 4.07. Inspection of Reports..................................13
SECTION 4.08. Lists of Record Holders of Receipts....................13
ARTICLE V...................................................................13
SECTION 5.01. Maintenance of Offices, Agencies and Transfer
Books by the Depositary; Registrar.....................13
SECTION 5.02. Prevention of or Delay in Performance by the
Depositary, the Depositary's Agents, the
Registrar, the Transfer Agent or the Company..........14
SECTION 5.03. Obligations of the Depositary, the Depositary's
Agents, the Registrar, the Transfer Agent and
the Company............................................14
SECTION 5.04. Resignation and Removal of the Depositary;
Appointment of Successor Depositary....................15
SECTION 5.05. Corporate Notices and Reports..........................16
SECTION 5.06. Indemnification by the Company.........................16
SECTION 5.07. Charges and Expenses...................................16
<PAGE> 3
2
ARTICLE VI..................................................................17
SECTION 6.01. Amendment..............................................17
SECTION 6.02. Termination............................................17
ARTICLE VII.................................................................18
SECTION 7.01. Counterparts...........................................18
SECTION 7.02. Exclusive Benefit of Parties...........................18
SECTION 7.03. Invalidity of Provisions...............................18
SECTION 7.04. Notices................................................18
SECTION 7.05. Depositary's Agents....................................19
SECTION 7.06. Holders of Receipts Are Parties........................19
SECTION 7.07. GOVERNING LAW..........................................19
SECTION 7.08. Inspection of Deposit Agreement........................19
SECTION 7.09. Headings...............................................20
EXHIBITS
Exhibit A Form of Receipt
<PAGE> 4
DEPOSIT AGREEMENT dated as of _____________ among THE CHASE
MANHATTAN CORPORATION, a Delaware corporation, _______________, a
______________, and the holders from time to time of the Receipts described
herein.
WHEREAS it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of [insert designation of preferred
stock] of THE CHASE MANHATTAN CORPORATION with the Depositary for the purposes
set forth in this Deposit Agreement and for the issuance hereunder of Receipts
evidencing Depositary Shares in respect of the Stock so deposited; and
WHEREAS the Receipts are to be substantially in the form of Exhibit
A annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
ARTICLE I
Definitions
The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective capitalized terms used in this Deposit
Agreement:
"Certificate" shall mean the Certificate of Designations filed with
the Secretary of State of Delaware establishing the Stock as a series of
preferred stock of the Company.
"Company" shall mean The Chase Manhattan Corporation, a Delaware
corporation, and its successors.
"Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time in accordance with the terms hereof.
"Depositary" shall mean ____________ a _____________, and any
successor as Depositary hereunder.
"Depositary Shares" shall mean depositary shares, each representing
[insert fractional share] of a share of Stock and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.
"Depositary's Office" shall mean the principal office of the
Depositary in New York City, at which at any particular time its depositary
receipt business shall be administered.
<PAGE> 5
2
"Receipt" shall mean one of the depositary receipts issued
hereunder, whether in definitive or temporary form.
"record holder" as applied to a Receipt shall mean the person in
whose name a Receipt is registered on the books of the Depositary maintained for
such purpose.
"Registrar" shall mean any bank or trust company which shall be
appointed pursuant to Section 7.05 to register ownership and transfers of
Receipts as herein provided.
"Stock" shall mean shares of the Company's [insert designation of
preferred stock], $1 par value per share (stated value $______ per share).
"Transfer Agent" shall be as defined in Section 7.05.
ARTICLE II
Form of Receipts, Deposit of Stock, Execution and Delivery,
Transfer, Surrender and Redemption of Receipts
SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts
shall be [engraved or printed or lithographed on steel-engraved borders and
shall] be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. [Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Company or any holder of Stock, as the
case may be, delivered in compliance with Section 2.02, shall execute and
deliver temporary Receipts which are printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine, as evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Company and the Depositary will cause
definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at any office
described in the third paragraph of Section 2.02, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge therefor. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Agreement, and with respect to the Stock, as definitive Receipts.]
<PAGE> 6
3
Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, that such signature
may be a facsimile if a Registrar for the Receipts (other than the Depositary)
shall have been appointed and such Receipts are countersigned by manual
signature of a duly authorized officer of the Registrar. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed manually by a duly authorized
officer of the Depositary or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by manual or facsimile signature of a
duly authorized officer of the Depositary and countersigned manually by a duly
authorized officer of such Registrar. The Depositary shall record on its books
each Receipt so signed and delivered as hereinafter provided.
Receipts shall be in denominations of any number of whole Depositary
Shares.
Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.
Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.04, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.
SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts
in Respect Thereof. Subject to the terms and conditions of this Deposit
Agreement, the Company or any holder of Stock may from time to time deposit
shares of Stock by delivery to the Depositary of a certificate or certificates
representing the Stock to be deposited, properly endorsed or accompanied, if
required by the Depositary, by a duly executed instrument of transfer or
endorsement, in form satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance with the
provisions of this Deposit Agreement, and together with a written order of the
Company or such holder, as the case may be, directing the
<PAGE> 7
4
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of
Depositary Shares representing such deposited Stock. Deposited Stock shall be
held by the Depositary at the Depositary's Office or at such other place or
places as the Depositary shall determine.
Upon receipt by the Depositary of a certificate or certificates
representing the Stock to be deposited in accordance with the provisions of this
Section, together with the other documents required as above specified, and upon
recordation of such Stock on the books of the registrar for the Stock in the
name of the Depositary or its nominee, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall execute and deliver, to or upon the
order of the person or persons named in the written order delivered to the
Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts for the number of Depositary Shares representing the Stock so deposited
and registered in such name or names as may be requested by such person or
persons.
The Depositary shall execute and deliver such Receipt or Receipts at
the Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.
SECTION 2.03. Redemption of Stock. Whenever the Company shall elect
to redeem shares of Stock in accordance with the provisions of the Certificate,
it shall (unless otherwise agreed in writing with the Depositary) give the
Depositary not less than 40 nor more than 70 days' notice of the date of such
proposed redemption of Stock, which notice shall be accompanied by a certificate
from the Company stating that such redemption of Stock is in accordance with the
provisions of the Certificate. Such notice, if given more than 60 days prior to
the redemption date, shall be in addition to the notice required to be given for
redemption pursuant to the Certificate. On the date of such redemption, provided
that the Company shall then have paid in full to the Depositary the redemption
price of the Stock held by the Depositary to be redeemed, plus any accrued and
unpaid dividends thereon, the Depositary shall redeem the number of Depositary
Shares representing such Stock. The Depositary shall mail notice of such
redemption and the proposed simultaneous redemption of the number of Depositary
Shares representing the Stock to be redeemed, first-class postage prepaid, not
less than 30 and not more than 60 days prior to the date fixed for redemption of
such Stock and Depositary Shares (the "Redemption Date"), to the record holders
of the Receipts evidencing the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to other holders. Each such notice shall
state: (i) the
<PAGE> 8
5
Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such holder are to be redeemed,
the number of such Depositary Shares held by such holder to be so redeemed;
(iii) the redemption price; (iv) the place or places where Receipts evidencing
Depositary Shares are to be surrendered for payment of the redemption price; and
(v) that dividends in respect of the Stock represented by the Depositary Shares
to be redeemed will cease to accumulate on such Redemption Date. In case less
than all the outstanding Depositary Shares are to be redeemed, the Depositary
Shares to be so redeemed shall be selected by lot or pro rata (subject to
rounding to avoid fractions of the Depositary Shares) as may be determined by
the Depositary to be equitable.
Notice having been mailed by the Depositary as aforesaid, from and
after the Redemption Date (unless the Company shall have failed to redeem the
shares of Stock to be redeemed by it as set forth in the Company's notice
provided for in the preceding paragraph) all dividends in respect of the shares
of Stock so called for redemption shall cease to accumulate, the Depositary
Shares being redeemed from such proceeds shall be deemed no longer to be
outstanding, all rights of the holders of Receipts evidencing such Depositary
Shares (except the right to receive the redemption price, including any accrued
and unpaid dividends thereon) shall, to the extent of such Depositary Shares,
cease and terminate and, upon surrender of the Receipts evidencing any such
Depositary Shares (properly endorsed or assigned for transfer, if the Depositary
shall so require) in accordance with such notice, such Depositary Shares shall
be redeemed by the Depositary at a redemption price per Depositary Share equal
to [insert fractional share] of the redemption price per share paid in respect
of the shares of Stock, plus accrued and unpaid dividends thereon to the date
fixed for redemption.
If less than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a
new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.
SECTION 2.04. Registration of Transfer of Receipts. Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary and the Registrar shall execute in accordance with Section 2.01 a new
Receipt or Receipts and deliver at the Depositary's Office or such other
offices, if any, as the Depositary may designate such new Receipt or Receipts to
or upon the order of the person or persons entitled thereto, including any
interests of the transferor if such transferor has not transferred all the
Depositary Shares evidenced by such
<PAGE> 9
6
Receipt or Receipts, and such new Receipt or Receipts shall evidence the amount
of Depositary Shares so transferred and the amount of Depositary Shares retained
by that transferor.
SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.
Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may withdraw the Stock by surrendering such Receipt or Receipts,
at the Depositary's Office or at such other offices as the Depositary may
designate for such withdrawals. Thereafter, without unreasonable delay, the
Depositary shall deliver to such holder, or to the person or persons designated
by such holder as hereinafter provided, the number of whole shares of Stock
represented by the Receipt or Receipts so surrendered for withdrawal, but
holders of such whole shares of Stock will not thereafter be entitled to deposit
such Stock hereunder or to receive Depositary Shares therefor; provided,
however, that a record holder who withdraws Stock in order to demand appraisal
rights available under Delaware General Corporation Law ("DGCL"), will, subject
to certain conditions described below, be entitled to redeposit such Stock with
the Depositary and to receive Receipts evidencing Depositary Shares therefor in
the event (i) such record holder subsequently withdraws such demand for
appraisal pursuant to Section 262(e) of the DGCL, (ii) appraisal rights are not
available for such Stock pursuant to Section 262 of the DGCL or (iii) such
record holder loses or otherwise fails to perfect his rights to appraisal. In
order to redeposit Stock with the Depositary, such a record holder must deliver
the certificates for such Stock, properly endorsed or accompanied, if required
by the Depositary, by a duly executed instrument of transfer or endorsement, in
form satisfactory to the Depositary, together with instructions that such Stock
be so deposited, to the Depositary's office or to such other offices as the
Depositary may designate by not later than the 30th day after the earlier of (i)
the withdrawal of such demand for appraisal by such record holder, (ii) notice
by the Company that appraisal rights are not available for such Stock or (iii)
the date on which such record holder loses or otherwise fails to perfect his
rights to appraisal. The Company will notify any record holder of Receipts who
so withdraws Stock in the event appraisal rights in respect of Stock are not
available. Any shares so redeposited must be free and clear of any lien,
security interest or pledge and a holder may be required to provide
certification of the foregoing and such other certifications as may be required
by the Depositary in accordance with this Agreement. In addition, if required by
the Depositary,
<PAGE> 10
7
Stock presented for redeposit shall also be accompanied by (A) an agreement or
assignment, or other instrument satisfactory to the Depositary, which will
provide for the prompt transfer to the Depositary of any dividend or right to
subscribe for additional Stock or to receive other property which such record
holder may thereafter receive upon or in respect of such redeposited Stock, or
in lieu thereof, such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary, and (B) a proxy or proxies entitling the
Depositary to vote such redeposited Stock for any and all purposes until the
Stock is transferred and recorded on the register of stockholders of the Company
in the name of the Depositary or its nominee. If a Receipt delivered by the
holder to the Depositary in connection with such withdrawal shall evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole shares of Stock to be so withdrawn, the
Depositary shall at the same time, in addition to such number of whole shares of
Stock to be so withdrawn, deliver to such holder a new Receipt evidencing such
excess number of Depositary Shares. Delivery of the Stock being withdrawn may be
made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate.
If the Stock being withdrawn is to be delivered to a person or
persons other than the record holder of the Receipt or Receipts being
surrendered for withdrawal of Stock, such holder shall execute and deliver to
the Depositary a written order so directing the Depositary and the Depositary
may require that the Receipt or Receipts surrendered by such holder for
withdrawal of such shares of Stock be properly endorsed in blank or accompanied
by a properly executed instrument of transfer in blank.
Delivery of the Stock represented by Receipts surrendered for
withdrawal shall be made by the Depositary at the Depositary's office or at such
other offices as the Depositary may designate, except that, at the request, risk
and expense of the holder surrendering such Receipt or Receipts and for the
account of the holder thereof, such delivery may be made at such other place as
may be designated by such holder.
SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require (a) payment to it of a sum sufficient for the payment (or,
in the event that the Depositary or the Company shall have made such payment,
the reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, (b) the production of evidence satisfactory to
it as to the identity and genuineness of any signature and (c) compliance with
such regulations, if any, as the Depositary or the Company may establish
consistent with the provisions of this Deposit Agreement.
<PAGE> 11
8
The deposit of Stock may be refused, the delivery of Receipts
against Stock may be suspended, the registration of transfer of Receipts may be
refused and the registration of transfer, surrender or exchange of outstanding
Receipts may be suspended (i) during any period when the register of
stockholders of the Company is closed or (ii) if any such action is deemed
necessary or advisable by the Depositary, any Depositary's Agents or the
Company, at any time or from time to time, because of any requirement of law or
of any government or governmental body or commission or under any provision of
this Deposit Agreement.
SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and of
his or her ownership thereof and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.
SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.
ARTICLE III
Certain Obligations of Holders
of Receipts and the Company
SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal of the Stock represented by the
Depositary Shares evidenced by any Receipt or the distribution of any dividend
or other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.
SECTION 3.02. Payment of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.07. Registration of
transfer of any Receipt or any withdrawal of Stock represented by the Depositary
Shares
<PAGE> 12
9
evidenced by such Receipt may be refused until any such payment due is made, and
any dividends, interest payments or other distributions may be withheld or any
part of or all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such charges or expenses, the holder of such Receipt remaining liable for any
deficiency.
SECTION 3.03. Warranty as to Stock. The Company hereby represents
and warrants that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of Receipts.
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.01. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution on Stock, the Depositary
shall, subject to Sections 3.01 and 3.02, distribute to record holders of
Receipts on the applicable record date fixed pursuant to Section 4.04 such
amounts of such dividend or distribution as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required to withhold and shall withhold from any cash
dividend or other cash distribution in respect of the Stock an amount on account
of taxes, the amount made available for distribution or distributed in respect
of Depositary Shares shall be reduced accordingly. The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any holder of
Depositary Shares a fraction of one cent, and any balance not so distributable
shall be held by the Depositary (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the
Depositary for distribution to record holders of Receipts then outstanding.
SECTION 4.02. Distributions Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash and other than any rights, preferences or privileges described in Section
4.03, upon Stock, the Depositary shall, subject to Sections 3.01 and 3.02,
distribute to record holders of Receipts on the applicable record date fixed
pursuant to Section 4.04 such amounts of the securities or property received by
it as are, as nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such record
<PAGE> 13
10
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall be, subject to Sections 3.01 and 3.02,
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts as provided by Section 4.01 in the case
of a distribution received in cash.
The Depositary shall not make any distribution of securities
received in respect of the Stock unless the Company shall have provided an
opinion of counsel stating that such securities have been registered under the
Securities Act of 1933 or do not need to be so registered.
SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants representing such rights,
preferences or privileges or by such other method as may be approved by the
Depositary in its discretion with the approval of the Company; provided,
however, that in case either (i) the Depositary determines that it is not lawful
or (after consultation with the Company) not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or (ii) with respect to any portion of the rights,
preferences or privileges of a holder of Receipts, the Depositary is instructed
that such holder does not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not feasible
to make such rights, preferences or privileges available), may (if applicable
laws and the terms of such rights, preferences or privileges permit such
transfer) sell such rights, preferences or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall be, subject to Sections 3.01 and 3.02,
distributed by the Depositary to the record holders of Receipts entitled thereto
as provided by Section 4.01 in the case of a distribution received in cash. The
Depositary shall not
<PAGE> 14
11
make any distribution of any such rights, preferences or privileges unless the
Company shall have provided an opinion of counsel stating that such rights,
preferences or privileges have been registered under the Securities Act of 1933
or do not need to be so registered.
If registration under the Securities Act of 1933, as amended, of the
securities to which any rights, preferences or privileges relate is required in
order for holders of Receipts to be offered or sold the securities to which such
rights, preferences or privileges relate, the Company agrees with the Depositary
that it will file promptly a registration statement pursuant to such Act with
respect to such rights, preferences or privileges and securities and use its
best efforts and take all steps available to it to cause such registration
statement to become effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges. In no event shall the Depositary make
available to the holders of Receipts any right, preference or privilege to
subscribe for or to purchase any securities unless and until such a registration
statement shall have become effective, or unless the offering and sale of such
securities to such holders are exempt from registration under the provisions of
such Act.
If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees with the Depositary that the Company will use
its best efforts to take such action or obtain such authorization, consent or
permit sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.
SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which record
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
the Stock) for the determination of the record holders of Receipts who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to give instructions for
the exercise of voting rights at any such meeting, or who shall be entitled to
notice of such meeting or for any other appropriate reasons.
<PAGE> 15
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SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting
at which the record holders of Stock are entitled to vote, the Depositary shall,
as soon as practicable thereafter, mail to the record holders of Receipts a
notice which shall contain (i) such information as is contained in such notice
of meeting and (ii) a statement that the record holders may, subject to any
applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Stock represented by their respective
Depositary Shares (including an express indication that instructions may be
given to the Depositary to give a discretionary proxy to a person designated by
the Company) and a brief statement as to the manner in which such instructions
may be given. Upon the written request of the record holders of Receipts on the
relevant record date, the Depositary shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of whole shares of Stock represented by the
Depositary Shares evidenced by all Receipts as to which any particular voting
instructions are received. The Company hereby agrees to take all action which
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted. In the absence of specific
instructions from the record holder of a Receipt, the Depositary will abstain
from voting (but, at its discretion, not from appearing at any meeting with
respect to such Stock unless directed to the contrary by the holders of all the
Receipts) to the extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.
SECTION 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Stock, or upon
any recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of an interest represented by one Depositary Share in one share of
Stock and (y) the ratio of the redemption price per Depositary Share to the
redemption price of a share of Stock, in each case as may be necessary fully to
reflect the effects of such change in par or stated value, split-up, combination
or other reclassification of Stock, or of such recapitalization, reorganization,
merger, amalgamation or consolidation and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon conversion of or in
respect of the Stock as new deposited securities so received in exchange for or
upon conversion or in respect of such Stock. In any such case the Depositary may
in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities.
<PAGE> 16
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SECTION 4.07. Inspection of Reports. The Depositary shall make
available for inspection by record holders of Receipts at the Depositary's
Office, and at such other places as it may from time to time deem advisable, any
reports and communications received from the Company which are received by the
Depositary as the holder of Stock.
SECTION 4.08. Lists of Record Holders of Receipts. Promptly upon
request from time to time by the Company, the Depositary shall furnish to it a
list, as of a recent date, of the names, addresses and holdings of Depositary
Shares of all persons in whose names Receipts are registered on the books of the
Depositary.
ARTICLE V
The Depositary, the Depositary's Agents,
the Registrar and the Company
SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. The Depositary shall maintain at the Depositary's
Office facilities for the execution, delivery, registration and registration of
transfer, surrender and exchange of Receipts, and at the offices of the
Depositary's Agents, if any, facilities for the delivery, registration of
transfer, surrender and exchange of Receipts, all in accordance with the
provisions of this Deposit Agreement.
The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of Receipts;
provided, that any such holder requesting to exercise such right shall certify
to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.
The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.
The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on the New York Stock
Exchange, the Depositary will appoint a Registrar (acceptable to the Company)
for registration of such Receipts or Depositary Shares in accordance with any
requirements of such Exchange. Such Registrar (which may be the Depositary if so
permitted by the requirements of such Exchange) may be removed and a substitute
registrar appointed by the Depositary upon the request or with the approval of
the Company. If the Receipts, such Depositary Shares or such Stock are listed on
one or more other
<PAGE> 17
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stock exchanges, the Depositary will, at the request of the Company, arrange
such facilities for the delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary Shares or such Stock as
may be required by law or applicable stock exchange regulation.
SECTION 5.02. Prevention of or Delay in Performance by the
Depositary, the Depositary's Agents, the Registrar, the Transfer Agent or the
Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor
any Transfer Agent nor the Company shall incur any liability to any holder of
any Receipt if by reason of any provision of any present or future law, or
regulation thereunder, of the United States of America or of any other
governmental authority or, in the case of the Depositary, the Depositary's Agent
or the Registrar, by reason of any provision, present or future, of the
Company's Certificate of Incorporation (including the Certificate) or by reason
of any act of God or war or other circumstance beyond the control of the
relevant party, the Depositary, the Depositary's Agent, the Registrar, the
Transfer Agent or the Company shall be prevented or forbidden from, or subjected
to any penalty on account of, doing or performing any act or thing which the
terms of this Deposit Agreement provide shall be done or performed; nor shall
the Depositary, any Depositary's Agent, any Registrar, any Transfer Agent or the
Company incur any liability to any holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Deposit Agreement provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except, in case of any such
exercise or failure to exercise discretion not caused as aforesaid, if caused by
the negligence or willful misconduct of the party charged with such exercise or
failure to exercise.
SECTION 5.03. Obligations of the Depositary, the Depositary's
Agents, the Registrar, the Transfer Agent and the Company. Neither the
Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent
nor the Company assumes any obligation or shall be subject to any liability
under this Deposit Agreement to holders of Receipts other than for its gross
negligence or willful misconduct.
Neither the Depositary nor any Depositary's Agent nor any Registrar
nor any Transfer Agent nor the Company shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of the
Stock, the Depositary Shares or the Receipts which in its opinion may involve it
in expense or liability unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
Neither the Depositary nor any Depositary's Agent nor any Registrar
nor any Transfer Agent nor the Company shall be liable for any action or any
failure to act by it in reliance
<PAGE> 18
15
upon the written advice of legal counsel or accountants, or information from any
person presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such information. The
Depositary, any Depositary's Agent, any Registrar, any Transfer Agent and the
Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.
The Depositary and any Depositary's Agent shall not be responsible
for any failure to carry out any instruction to vote any of the shares of Stock
or for the manner or effect of any such vote made, as long as any such action or
non-action is in good faith. The Depositary undertakes, and any Registrar and
Transfer Agent shall be required to undertake, to perform such duties and only
such duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the
Depositary, any Registrar or any Transfer Agent. The Depositary will indemnify
the Company against any liability which may arise out of acts performed or
omitted by the Depositary or its agents due to its or their negligence or bad
faith. The Depositary, the Depositary's Agents, any Registrar and any Transfer
Agent may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates.
SECTION 5.04. Resignation and Removal of the Depositary; Appointment
of Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by notice
of such removal delivered to the Depositary, such removal to take effect upon
the appointment of a successor Depositary and its acceptance of such appointment
as hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or
be removed, the Company shall, within 60 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and
<PAGE> 19
16
thereupon such successor Depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Stock to such successor, and shall deliver to such successor a list of
the record holders of all outstanding Receipts. Any successor Depositary shall
promptly mail notice of its appointment to the record holders of Receipts.
Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.
SECTION 5.05. Corporate Notices and Reports. The Company agrees that
it will transmit to the record holders of Receipts, in each case at the
addresses furnished to it pursuant to Section 4.08, all notices and reports
(including without limitation financial statements) required by law, by the
rules of any national securities exchange upon which the Stock, the Depositary
Shares or the Receipts are listed or by the Company's Certificate of
Incorporation (including the Certificate) to be furnished by the Company to
holders of Stock. Such transmission will be at the Company's expense.
SECTION 5.06. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent, any Registrar and any Transfer
Agent against, and hold each of them harmless from, any loss, liability or
expense (including the costs and expenses of defending itself) which may arise
out of (a) acts performed or omitted in connection with this Agreement and the
Receipts by (i) the Depositary, any Registrar, any Transfer Agent or any of
their respective agents (including any Depositary's Agent), except for any
liability arising out of negligence or bad faith on the respective parts of any
such person or persons, or (ii) the Company or any of its agents, or (b) the
offer, sale or registration of the Receipts or the Stock pursuant to the
provisions hereof. The obligations of the Company set forth in this Section 5.06
shall survive any succession of any Depositary, Registrar, Transfer Agent or
Depositary's Agent.
SECTION 5.07. Charges and Expenses. The Company shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. The Company shall pay all charges of
the Depositary in connection with the initial deposit of the Stock and the
initial issuance of
<PAGE> 20
17
the Depositary Shares and any redemption of the Stock at the option of the
Company. All other transfer and other taxes and governmental charges and fees
for the withdrawal of Stock upon surrender of Receipts shall be at the expense
of holders of Depositary Shares. The Depositary's fee for the withdrawal of
Stock shall be at the rate of $5.00 per 100 Depositary Receipts. If, at the
request of a holder of Receipts, the Depositary incurs charges or expenses for
which it is not otherwise liable hereunder, such holder will be liable for such
charges and expenses. All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar and Transfer Agent (including,
in each case, fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be paid upon consultation and agreement
between the Depositary and the Company as to the amount and nature of such
charges and expenses. The Depositary shall present its statement for charges and
expenses to the Company once every three months or at such other intervals as
the Company and the Depositary may agree.
ARTICLE VI
Amendment and Termination
SECTION 6.01. Amendment. The form of the Receipts and any provisions
of this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Registrar or Transfer Agent,
which shall go into effect not sooner than three months after notice thereof to
the record holders of the Receipts) which shall materially and adversely alter
the rights of the holders of Receipts shall be effective unless such amendment
shall have been approved by the record holders of at least a majority of the
Depositary Shares then outstanding. Every holder of an outstanding Receipt at
the time any such amendment becomes effective shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby.
SECTION 6.02. Termination. This Agreement may be terminated by the
Company or the Depositary only after (i) all outstanding Depositary Shares shall
have been redeemed pursuant to Section 2.03 or (ii) there shall have been made a
final distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Depositary Shares pursuant to Section 4.01 or
4.02, as applicable.
Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary,
<PAGE> 21
18
any Depositary's Agent, any Registrar and any Transfer Agent under Sections 5.06
and 5.07.
ARTICLE VII
Miscellaneous
SECTION 7.01. Counterparts. This Deposit Agreement may be executed
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.
SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement
is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to give any legal or equitable
right, remedy or claim to any other person whatsoever.
SECTION 7.03. Invalidity of Provisions. In case any one or more of
the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed thereby.
SECTION 7.04. Notices. Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail or telegram or
telex confirmed by letter, addressed to the Company at 270 Park Avenue, New
York, New York 10017, to the attention of the Secretary, or at any other address
of which the Company shall have notified the Depositary in writing.
Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by
letter, addressed to the Depositary at the Depositary's Office, at
________________, or at any other address of which the Depositary shall have
notified the Company in writing.
Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary, or if such holder
shall have filed with the Depositary a written request that notices intended for
such holder be mailed to some other address, at the address designated in such
request.
<PAGE> 22
19
Delivery of a notice sent by mail or by telegram or telex shall be
deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a telegram or telex message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the
Company may, however, act upon any telegram or telex message received by it from
the other or from any holder of a Receipt, notwithstanding that such telegram or
telex message shall not subsequently be confirmed by letter or as aforesaid.
SECTION 7.05. Depositary's Agents. Except as otherwise set forth
herein, the Depositary may from time to time appoint Depositary's Agents to act
in any respect for the Depositary for the purposes of this Deposit Agreement and
may at any time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the Company
of any such action.
The Company has authorized the appointment of, and has requested the
Depositary to appoint hereunder, Chase Mellon Shareholder Services, L.L.C.
("CMSS") as transfer agent (the "Transfer Agent") for the Depositary Shares. The
Depositary hereby appoints CMSS as Transfer Agent and Registrar for the
Depositary Shares and delegates to CMSS the duties of the Depositary hereunder
customarily performed by a transfer agent, a registrar and a depositary. Without
otherwise affecting the liability of the Depositary hereunder, it is hereby
agreed that if CMSS shall have agreed in writing to be bound by all the terms
and conditions of this Deposit Agreement and to assume the obligations of the
Depositary hereunder to be performed by it, then in no event shall the
Depositary be liable for any acts or omissions of CMSS as Transfer Agent,
Registrar or Depositary's Agent with respect to the Depositary Shares.
SECTION 7.06. Holders of Receipts Are Parties. The holders of
Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by
acceptance of delivery thereof.
SECTION 7.07. GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE RECEIPTS
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 7.08. Inspection of Deposit Agreement. Copies of this
Deposit Agreement shall be filed with the Depositary and the Depositary's Agents
and shall be open to inspection during business hours at the Depositary's office
and the respective offices of the Depositary's Agents, if any, by any holder of
a Receipt.
<PAGE> 23
20
SECTION 7.09. Headings. The headings of articles and sections in
this Deposit Agreement and in the form of the Receipt set forth in Exhibit A
hereto have been inserted for convenience only and are not to be regarded as a
part of this Deposit Agreement or the Receipts or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.
IN WITNESS WHEREOF, the Company and the Depositary have duly
executed this Agreement as of the day and year first above set forth, and all
holders of Receipts shall become parties hereto by and upon acceptance by them
of delivery of Receipts issued in accordance with the terms hereof.
THE CHASE MANHATTAN CORPORATION,
by
--------------------------------------------
Title:
[____________________,]
as Depositary,
by
--------------------------------------------
Title:
<PAGE> 1
Exhibit 4.4
EXHIBIT A
[FORM OF FACE OF DEPOSITARY RECEIPT]
Number: [# of Depositary Shares]
CUSIP _______________
CERTIFICATE FOR NOT MORE THAN ________ DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
REPRESENTING [INSERT PREFERRED STOCK] OF
THE CHASE MANHATTAN CORPORATION
(Incorporated Under the Laws of the State of Delaware)
__________________, as Depositary (the "Depositary"), hereby certifies
that ________________________________________________________ is the registered
owner of ___________________ Depositary Shares ("Depositary Shares"), each
Depositary Share representing [insert fractional share] of one share of [insert
series of preferred stock] (the "Stock") of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement,
dated as of ____________ (the "Deposit Agreement"), between the Corporation and
the Depositary. By accepting this Depositary Receipt, the holder hereof becomes
a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any
purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual signature of a duly
authorized officer or, if executed in facsimile by the Depositary, countersigned
by a Registrar in respect of the Depositary Receipts by the manual signature of
a duly authorized officer thereof.
Dated: Countersigned and Registered
_______________________ ____________________________
Depositary Transfer Agent and Registrar
By:____________________ By:_________________________
Authorized Officer Authorized Officer
<PAGE> 2
[FORM OF REVERSE OF DEPOSITARY RECEIPT]
The following summary of certain provisions of the Deposit Agreement
is subject to the detailed provisions thereof, to which reference is hereby
made.
1. Redemption. Whenever the Company shall be permitted and shall
elect, under the Certificate of Designation relating to the Stock (the
"Certificate"), to redeem shares of the Stock, it shall give the Depositary
notice thereof. The Depositary shall mail notice of such redemption and the
simultaneous redemption of the corresponding Depositary Shares not less than 30
and not more than 60 days prior to the date fixed for redemption to the holders
of record of Receipts representing the number of Depositary Shares to be
redeemed. Each such notice shall state: (a) the date of such proposed
redemption; (b) the number of Depositary Shares to be redeemed; (c) the
redemption price (which shall include full cumulative dividends thereon the
redemption date); (d) the place or places where Receipts evidencing Depositary
Shares are to be surrendered for payment of the redemption price; and (e) that
dividends in respect of the Stock represented by the Depositary Shares to be
redeemed will cease to accumulate at the close of business on such redemption
date. In case less than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be so redeemed shall be selected by lot or
pro rata as may be determined by the Depositary to be equitable. From and after
the date set for redemption, all dividends in respect of the Depositary Shares
so called for redemption shall cease to accrue, such Depositary Shares shall no
longer be deemed outstanding and all rights of the holders of Receipts
representing such Depositary Shares (except the right to receive the redemption
price) shall cease and terminate. From and after the redemption date, upon
surrender in accordance with the redemption notice of the Receipts representing
any such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed by the
Depositary at the redemption price per share equal to [insert fractional share]
of the redemption price per share paid in respect of the shares of Stock plus
any money or other property represented thereby.
2. Transfer, Split-ups, Combinations. This Receipt is transferable
on the books of the Depositary upon surrender of this Receipt to the Depositary,
properly endorsed or accompanied by a properly executed instrument of transfer,
and upon such transfer the Depositary shall execute a new Receipt to or upon the
order of the person entitled thereto, as provided in the Deposit Agreement. This
Receipt may be split into other Receipts or combined with other Receipts into
one Receipt, representing the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.
3. Suspension of Delivery, Transfer, etc. The transfer or surrender
of this Receipt may be suspended during any period when the register of
stockholders of the Company is closed or if any such action is deemed necessary
or advisable by the Depositary, any agent of the Depositary, or the Company at
any time or from time to time
2
<PAGE> 3
because of any requirement of law or of any government or governmental body or
commission, or under any provision of the Deposit Agreement.
4. Payment of Taxes or Other Governmental Charges. If any tax or
other governmental charge shall become payable by or on behalf of the Depositary
with respect to this Receipt, such tax (including transfer taxes, if any) or
governmental charge shall be payable by the holder hereof. Transfer of this
Receipt may be refused until such payment is made, and any dividends, interest
payments or other distributions may be withheld or any part of or all the Stock
or other property represented by this Receipt and not theretofore sold may be
sold for the account of the holder thereof (after attempting by reasonable means
to notify such holder prior to such sale), and such dividends, interest payments
or other distributions or the proceeds of any such sale may be applied to any
payment of such tax or charge, the holder of this Receipt remaining liable for
any deficiency.
5. Warranty by Company. The Company has warranted that the Stock,
when issued, will be validly issued, fully paid and nonassessable.
6. Amendment. The form of the Receipts and any provisions of the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment which shall
materially and adversely alter the rights of the holders of Receipts shall be
effective unless such amendment shall have been approved by the holders of at
least a majority of the Depositary Shares then outstanding. A holder of a
Receipt at the time any such amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby.
7. Charges of Depositary. The Company will pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements, and all charges of the Depositary in connection with
the initial deposit of the Stock and the initial issuance of the Depositary
Shares and redemption of the Stock at the option of the Company. All other
transfer and other taxes and other governmental charges shall be at the expense
of holders of Depositary Shares. All other charges and expenses of the
Depositary and any agent of the Depositary will be paid upon consultation and
agreement between the Depositary and the Company.
8. Title to Receipts. This Receipt (and the Depositary Shares
evidenced hereby), when properly endorsed or accompanied by a properly executed
instrument of transfer, is transferable by delivery with the same effect as in
the case of a negotiable instrument; provided, however, that until transfer of a
Receipt shall be registered on the books of the Depositary, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder hereof at
such time as the absolute owner hereof for the purpose of determining the person
entitled to distributions of dividends or other
3
<PAGE> 4
distributions or to any notice provided for in the Deposit Agreement, and for
all other purposes.
9. Dividends and Distributions. Whenever the Depositary receives any
cash dividend or other cash distribution on the Stock, the Depositary will,
subject to the provisions of the Deposit Agreement, make such distribution to
the Receipt holders as nearly as practicable in proportion to the number of
Depositary Shares held by them; provided, however, that the amount distributed
will be reduced by any amounts required to be withheld by the Company or the
Depositary on account of taxes. Other distributions received on the Stock may be
distributed to holders of Receipts as provided in the Deposit Agreement.
10. Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or if rights, preferences or privileges shall at any time be offered, with
respect to Stock, or whenever the Depositary shall receive notice of any meeting
at which holders of Stock are entitled to vote or of which holders of Stock are
entitled to notice, the Depositary shall in each instance fix a record date
(which shall be the record date fixed by the Company with respect to the Stock),
for the determination of the holders of Receipts who shall be entitled to
receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights at any such meeting, or who shall be entitled to notice of such
meeting.
11. Voting Rights. Upon receipt of notice of any meeting at which
holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement informing holders of Receipts that they may instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of
Stock represented by their respective Depositary Shares and a brief statement as
to the manner in which such instructions may be given. Upon the written request
of a holder of a Receipt on such record date, the Depositary shall endeavor
insofar as practicable to vote or cause to be voted the amount of Stock
represented by such Receipt in accordance with the instructions set forth in
such request. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting (but, at its discretion, not
from appearing at any meeting with respect to such Stock unless directed to the
contrary by the holders of Receipts) to the extent of the Stock represented by
the Depositary Shares evidenced by such Receipt.
12. Changes Affecting Deposited Securities. Upon any change in par
or stated value, split-up, combination or any other reclassification of the
Stock or upon any recapitalization, reorganization, merger, amalgamation or
consolidation affecting the Company or to which it is a party, or upon the sale
of all or substantially all of the Company's assets, the Depositary may in its
discretion with the approval of the Company, and in such manner as the
Depositary may deem equitable, (i) make such adjustments in (x) the fraction of
an interest represented by one Depositary Share in one share of Stock
4
<PAGE> 5
and (y) the ratio of the redemption price of a share of Stock, in each case as
may be necessary fully to reflect the effect of such change and (ii) treat any
securities which shall be received by the Depositary in exchange for or upon
conversion or in respect of the Stock as new deposited securities so received in
exchange for or upon conversion or in respect of such Stock. In any such case
the Depositary may in its discretion, with the approval of the Company, execute
and deliver additional Receipts, or may call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited securities.
13. Liability and Obligations of the Depositary, the Depositary's
Agents or the Company. Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to any holder of any Receipt, other than
for its gross negligence or willful misconduct. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company shall incur any liability
to any holder of any Receipt if by reason of any provision of any present or
future law or regulation thereunder of the United States of America or any other
governmental authority or, in the case of the Depositary, the Depositary's Agent
or the Registrar, by reason of any provision, present or future, of the
Company's Certificate of Incorporation (including the Certificate) or by reason
of any act of God or war or other circumstance beyond their control, the
Depositary, the Depositary's Agent, the Registrar of the Company shall be
prevented or forbidden from doing or performing any act or thing which the terms
of this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Receipt by reason of nonperformance or delay,
caused as aforesaid, in performance of any act or thing which by the terms of
the Deposit Agreement it is provided shall or may be done or performed, or by
reason of any exercise of, or failure to exercise, any discretion provided for
in the Deposit Agreement, other than for its gross negligence or willful
misconduct. Neither the Depositary nor any Depositary's Agent nor the Company
assumes any obligation or shall be subject to any liability under the Deposit
Agreement to holders of Receipts other than to use its best judgment and good
faith in the performance of such duties as are specifically set forth in the
Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of the Stock, the
Depositary Shares or the Receipts, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished. The Deposit Agreement contains various other
exculpatory, indemnification and related provisions, to which reference is
hereby made.
14. Resignation and Removal of Depositary. The Depositary may at any
time (a) resign by written notice of its election to do so delivered to the
Company, such resignation to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment, or (b) be removed by the
Company effective upon the appointment of a successor Depositary and its
acceptance of such appointment.
5
<PAGE> 6
15. Termination of Deposit Agreement. The Deposit Agreement may be
terminated by the Company or the Depositary only upon or after the occurrence of
any of the following events: (i) all outstanding Depositary Shares shall have
been redeemed or (ii) there shall have been made a final distribution in respect
of the Stock in connection with any liquidation, dissolution or winding up of
the Company and such distribution shall have been distributed to the holders of
Receipts. Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations thereunder except for its obligations to the
Depositary with respect to indemnification, charges and expenses.
16. Governing Law. This Receipt and the Deposit Agreement and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by and construed in accordance with the Laws of the State of New York.
6
<PAGE> 1
Exhibit 4.13
[Form of Debt Security - Subordinated Note]
[Form of Face of Security]
Registered Registered
The Chase Manhattan Corporation
Subordinated Notes Due
This Note is not a Deposit or other obligation of a depository institution and
is not insured by the Federal Deposit Insurance Corporation or by any other
government entity.
No._____ [Principal Amount]
CUSIP No: __________
[IF APPLICABLE, INSERT: This Security is a Global Security within the meaning of
the Indenture hereinafter referred to and is registered in the name of Cede &
Co., the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or its nominee only in the limited circumstances described
in the Indenture, and no transfer of this Security (other than a transfer of
this Security as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of the series, and the
Depositary, by its acceptance hereof, agrees to be so bound.
Unless this Security is presented by an authorized representative of the
Depositary to The Chase Manhattan Corporation or its agent for registration of
transfer, exchange or payment, and any Security issued is registered in the name
of Cede & Co. or such other name as is requested by an authorized representative
of the Depositary (and any payment is made to Cede & Co. or to such other entity
as is an authorized representative of the Depositary), any transfer, pledge or
other use hereof for value or otherwise by or to any person is wrongful since
the registered owner hereof, Cede & Co., has an interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
________________________, or registered assigns,
the principal sum of
[____________________]
on [_____________], in cash on the terms and in the manner described on the
reverse hereof, and to pay interest, semi-annually in arrears on [_________] and
[__________] of each year, commencing [___________], and at maturity on said
principal sum, [at the rate of _____% per annum] [SPECIFY INTEREST RATE FORMULA,
IF APPLICABLE] from the [___________] or [_________], as the case may be, next
preceding the date of this Note to which interest has been paid, unless the date
hereof is a [__________] or [_________] to which interest has been paid, in
which case from the date of this Note, or unless no interest has been paid on
this Note, in which case from [_________________], until the payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after [_________] or [_________], as the case may be, and
before the following [_________]or [_______], this Note shall bear interest from
such [________] or [________]; provided, however, that if the Company shall
default in the payment of interest due on such [_________] or [__________], then
this Note shall bear interest from the next preceding [___________] or
[_________] to which interest has been paid, or, if no interest has been paid on
this Note, from [________________]. The interest so payable on any interest
payment date will, subject to certain exceptions provided in
<PAGE> 2
the Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business on the [__________] or
[_________], as the case may be, next preceding such [__________] or
[___________].
Payment of principal (and premium, if any) and interest, if any, on this Note
will be made at the offices or agencies of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts; provided, however, that at
the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as it appears on the registry books
of the Company[; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the person entitled
thereto as it appears on the registry books of the Company].
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as if fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by the Trustee or
any Authenticating Agent appointed under the Indenture referred to on the
reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Date:
THE CHASE MANHATTAN CORPORATION
By:
-----------------------------------
Name:
Title:
Attest:
-------------------------------
Name:
Title:
2
<PAGE> 3
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
issued under the Indenture described herein.
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
By The Chase Manhattan Bank,
as Authenticating Agent
By:
-----------------------------------
Authorized Officer
3
<PAGE> 4
[________] SUBORDINATED NOTE DUE [_______]
This Note is one of a duly authorized issue of subordinated debt securities of
the Company (herein called the "Securities") of the series hereinafter
specified, all issued or to be issued under and pursuant to an indenture dated
as of April 1, 1987, as amended and restated as of December 15, 1992, as
supplemented by the Second Supplemental Indenture, dated as of October 8, 1996,
(herein called the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as successor Trustee to Morgan Guaranty
Trust Company of New York (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the holders of Senior Indebtedness and
Additional Senior Obligations and the holders of the Securities. Terms defined
in the Indenture are used herein as so defined. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. This Security is one of the series designated as the [______]
Subordinated Notes Due [_______] of the Company (herein called the "Notes"), and
limited in aggregate principal amount to [______________].
The Indebtedness evidenced by the Securities s is, to the extent and in the
manner set forth in the Indenture subordinate and subject in right of payment to
the prior payment in full of the principal of and premium, if any, and interest
on all Senior Indebtedness of the Company and, under certain circumstances set
forth in the Indenture, all Additional Senior Obligations of the Company, and
each holder of a Note, by accepting the same, agrees to and shall be bound by
the provisions of the Indenture with respect thereto.
[IF APPLICABLE, INSERT: Interest on the Notes shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.] [OR SPECIFY APPLICABLE
DAY-COUNT CALCULATION METHOD.]
[IF APPLICABLE, INSERT: The Notes are not redeemable prior to maturity and are
not subject to any sinking fund.]
[IF APPLICABLE, INSERT: The Notes [IF APPLICABLE, INSERT: are not redeemable
prior to [____________]. On and after [____________], the Notes] may be redeemed
at the option of the Company as a whole [only,] [ or from time to time in part,]
on [specify permissible redemption date or dates], upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date fixed for
redemption to the holders of the Notes to be redeemed at their last addresses as
the same appear on the registry books of the Company, all as further provided in
the Indenture, at the following optional redemption prices (expressed in
percentages of the principal amount) together in each case with accrued interest
to the date fixed for redemption:
If redeemed during the twelve-moth period beginning ____________
<TABLE>
<CAPTION>
Year Percentage]
---- -----------
<S> <C>
</TABLE>
The following events shall be "Events of Default" with respect to the Notes: (i)
a court having jurisdiction in the premises shall have entered a decree or order
for relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency or reorganization law now or hereafter in effect of the
United States of America or any political subdivision thereof, and such decree
or order shall have continued unstayed and in effect for a period of sixty
consecutive days; [or] (ii) the Company shall commence a voluntary case under
any applicable bankruptcy, insolvency or reorganization law now or hereafter in
effect of the United States of America or a political subdivision thereof, or
consent to the entry of an order for relief in an involuntary case under any
such law [SPECIFY ANY ADDITIONAL EVENTS OF DEFAULT APPLICABLE TO THE NOTES]..
In case an Event of Default with respect to the Notes shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
4
<PAGE> 5
The Indenture provides that in the event of a Default in the payment of interest
or principal (including the delivery of any Capital Securities in exchange for
Securities) or the performance of any covenant or agreement in the Securities or
the Indenture (each of which is defined in the Indenture to be a "Default"), the
Trustee may, subject to certain limitations and conditions, seek to enforce
payment of such interest or principal (including the delivery of any Capital
Securities in exchange for Securities) or the performance of such covenant or
agreement.
The Indenture contains provisions permitting the Company and the Trustee, with
the consent of the holders of a majority in aggregate principal amount of the
Securities at the time outstanding of each series to be affected, evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall, without the consent of the holder of
each Security affected thereby, (i) change the stated maturity date of the
principal of, or any installment of principal of or interest on any Security,
(ii) reduce the principal amount of, or the interest (or premium, if any) on,
any Security, (iii) reduce the portion of the principal amount of an original
issue discount Security payable upon acceleration of the maturity thereof, (iv)
reduce any amount payable upon redemption of any Security, (v) change the place
or places where, or the coin or currency in which, any Security or any premium
or the interest thereon is payable, (vi) change the definition of "Market Value"
set forth in the Indenture, (vii) impair the right of any holder of Securities
of any series to receive on any Exchange Date for Securities of such series
Capital Securities with a Market Value equal to that required by the terms of
the Securities, (viii) impair the right of any holders of Securities of a series
entitled to the conversion rights described in the Indenture to receive shares
of Common Stock, securities or other property upon the exercise of such
conversion rights, (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Security (including any
right of redemption at the option of the holder of such Security), or for the
delivery of Capital Securities in exchange for Securities pursuant to the terms
of the Indenture, or to require the Company to sell Capital Securities in a
Secondary Offering pursuant to the terms of the Indenture or to deliver Common
Stock, securities or other property upon conversion of Securities pursuant to
the terms of the Indenture, (x) reduce the aforesaid percentage of Securities of
any series the holders of which are required to consent to any such supplemental
indenture or reduce the percentage of securities of any series the holders of
which are required to waive any past Default or Event of Default, as described
in the next following sentence, or (xi) modify the foregoing provisions of
clauses (i) through (x). It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Securities of any series, the
holders of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all Securities of
that series waive any past Default or Event of Default under the Indenture and
its consequences except a Default in the payment of the principal of (or
premium, if any or interest, if any, on the Securities of that series (or in the
delivery of Capital Securities in exchange for any Securities of that series
when required). Any such consent or waiver by the holder of this Note (unless
revoked, as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Note and any Note which
may be issued in exchange or substitution herefor, irrespective of whether or
not any notation in regard thereto is made upon this Note or such other Note.
Subject to the rights of holders of Senior Indebtedness and Additional Senior
Obligations of the Company set forth in this Note and the Indenture referred to
above, no reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the places, at the respective times, at the rates and
in the coin or currency herein prescribed.
[IF APPLICABLE, INSERT: The Notes are issuable in registered form without
coupons in denominations of [___________] and any multiple of [_________] in
excess thereof. Subject to the limitations set forth in the Indenture and this
Note, upon due presentment for registration of transfer of this Note at the
office or agency of the Company for such registration in the Borough of
Manhattan, The City of New York, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange herefor without charge except for any tax or other governmental charge
imposed in connection therewith.]
Prior to due presentment for registration of transfer of this Note, the Company,
the Trustee, any paying agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon) for the purpose of receiving
5
<PAGE> 6
payment of or on account of the principal hereof (and premium, if any, hereon)
and, subject to the provisions on the face hereof, interest hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any Note registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, satisfy and discharge the Company's liability for moneys
payable on this Note.
No recourse for the payment of the principal of (or premium, if any) or interest
on this Note or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture supplemental thereto or in this Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company, or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released by each holder of this Note.
This Note shall be governed by and construed in accordance with the laws of the
State of New York.
6
<PAGE> 1
Exhibit 4.18
[FORM OF FIXED-RATE SENIOR MEDIUM-TERM NOTE]
REGISTERED REGISTERED
THE CHASE MANHATTAN CORPORATION
FIXED RATE SENIOR MEDIUM-TERM NOTE, SERIES _
No. $
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
___________________ ________% __________________
INTEREST PAYMENT DATES: REPAYMENT PROVISIONS, IF ANY:
____________________ ____________________________________________
OTHER PROVISIONS: REDEMPTION DATES AND PRICES, IF ANY:
__________________ ____________________________________________
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or it nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.]
[Unless this Security is presented by an authorized representative
of the Depositary to The Chase Manhattan Corporation or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL
<PAGE> 2
since the registered owner hereof, Cede & Co., has an interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
[CEDE & CO.]
, or registered assigns, the principal sum of
DOLLARS on the
Maturity Date shown above, and to pay interest thereon from the Original Issue
Date from the most recent Interest Payment Date to which interest has been paid
or duly provided for, on each Interest Payment Date, commencing on the first
Interest Payment Date succeeding the Original Issue Date of this Security,
unless the Original Issue Date is on or after the Regular Record Date for such
Interest Payment Date, in which event interest will be payable commencing on the
next succeeding Interest Payment Date, at the rate shown above, until the
principal hereof is paid or made available for payment. If the Maturity Date or
any Interest Payment Date falls on a day that is not a Business Day, payment of
principal, premium, if any, and interest with respect to this Security will be
paid on the next succeeding Business Day with the same force and effect as if
made on the Maturity Date or such Interest Payment Date, and no interest on such
payment will accrue from and after the Maturity Date or such Interest Payment
Date. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to below, be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the fifteenth day (whether or not a Business
Day), next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date, or upon earlier redemption or repayment,
if any, will be payable to the Person to whom principal shall be payable. Any
such interest which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date shall forthwith cease to be payable to the
registered Holder hereof on such Regular Record Date, and may be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall have
been given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
2
<PAGE> 3
[Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests of this
Security in accordance with its existing operating procedures.]
This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of December 1, 1989 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association) and succeeded to by Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated as
the Fixed Rate Senior Medium-Term Notes, Series _ of the Company. The Securities
may mature at different times, bear interest at different rates, be denominated
in different currencies and be redeemable at different times or not at all.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above at the
percentage or percentages of the principal amount set forth above, plus accrued
and unpaid interest to the date fixed for redemption.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.
Interest on the Securities of this series shall be computed on the basis
of a 360-day year of twelve 30-day months.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of
3
<PAGE> 4
the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holders of Securities of this series shall be
conclusive and binding upon the Holder of this Security and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest (if any) on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and herein, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest (if any) on this Security are payable, duly
endorsed by, or accompanied by, a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
4
<PAGE> 5
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security shall be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All capitalized terms used but not defined in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
5
<PAGE> 6
Unless the Certificate of Authentication hereon has been executed by the
Trustee or an Authenticating Agent, by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by its duly authorized officers and has caused its corporate seal,
or a facsimile thereof, to be affixed hereto.
THE CHASE MANHATTAN CORPORATION
By: __________________________
[SEAL] Attest: __________________________
[Name]
[Title]
AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, as Trustee
By: The Chase Manhattan Bank
Authenticating Agent
By:___________________
Authorized Signer
6
<PAGE> 7
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian...........................
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
7
<PAGE> 8
-----------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
_____________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.
8
<PAGE> 1
Exhibit 4.19
[FORM OF FLOATING RATE SENIOR MEDIUM-TERM NOTE]
REGISTERED REGISTERED
THE CHASE MANHATTAN CORPORATION
FLOATING RATE SENIOR MEDIUM-TERM NOTE, SERIES _
No. $
ORIGINAL ISSUE DATE: INITIAL INTEREST MATURITY DATE:
RATE:
_______________ ________% _____________
INTEREST RATE BASIS: INDEX MATURITY: SPREAD: +____
___ CD Rate ___ Federal Funds -____
___ Commercial Paper ___ 30 days/1 month
Rate ___ 90 days/3 months SPREAD
___ Federal Funds ___ 180 days/6 months MULTIPLIER:
Effective Rate ___ 1 year ______________
___ LIBOR Reuters ___ years
___ LIBOR Telerate
___ Prime Rate INDEX CURRENCY: DATE OF
___ Treasury Rate ________________ COMMENCEMENT OF
___ CMT Rate INTEREST RATE
BASIS (if other
CALCULATION AGENT: DESIGNATED than Original
The Chase LIBOR OR CMT PAGE: Issue Date):
Manhattan Bank __________________ _____________
MAXIMUM INTEREST RATE, INTEREST PAYMENT PERIOD:
IF ANY: _____________ _______________________
(monthly, quarterly or
semi-annually)
MINIMUM INTEREST RATE,
IF ANY: _____________
INTEREST PAYMENT DATES: INTEREST RATE RESET PERIOD:
________________________ ________________________
________________________ (daily, weekly, monthly,
________________________ quarterly, semi-annually or
annually)
INTEREST DETERMINATION
DATES:__________________
________________________
________________________
<PAGE> 2
REPAYMENT PROVISIONS, INTEREST RESET DATES:
IF ANY: ________________ __________________________
________________________ __________________________
________________________ __________________________
REDEMPTION DATES AND PRICES, INTEREST CALCULATION DATES:
IF ANY:_________________ __________________________
OTHER PROVISIONS:
__________________________
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or it nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.]
[Unless this Security is presented by an authorized representative
of the Depositary to The Chase Manhattan Corporation or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
[CEDE & CO.]
2
<PAGE> 3
, , or registered assigns, the principal sum of
DOLLARS on the
Maturity Date shown above, and to pay interest thereon at a rate per annum equal
to the Initial Interest Rate shown above until the first Interest Reset Date
shown above following the Original Issue Date shown above and thereafter at a
rate determined in accordance with the provisions set forth below under the
heading "Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Effective Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of CMT Rate", depending upon whether the Interest Rate Basis is
the CD Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR, Prime
Rate, Treasury Rate or CMT Rate as indicated by the box marked above, until the
principal hereof is paid or duly made available for payment.
The Company will pay interest monthly, quarterly or semi-annually as shown
above under "Interest Payment Period", commencing with the first Interest
Payment Date shown above next succeeding the Original Issue Date, and on the
Maturity Date; provided, however, that if the Original Issue Date is between a
Regular Record Date and an Interest Payment Date, interest payments will
commence on the Interest Payment Date following the next succeeding Regular
Record Date; and provided further, however, that if an Interest Payment Date
(other than the Maturity Date) would fall on a day that is not a Business Day
(or in case the Interest Rate Basis is LIBOR, as indicated by the box marked
above, a day that is not a London Business Day (as defined below)), such
Interest Payment Date shall be the following day that is a Business Day or a
London Business Day, as the case may be, except that if the following London
Business Day falls in the next calendar month, such Interest Payment Date shall
be the next preceding day that is a London Business Day. In the event the
Maturity Date 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 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 the Maturity Date and no
interest will accrue from and after the Maturity Date. Except as provided above
and in the Indenture referred to below, interest payments will be made on the
Interest Payment Dates shown above. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities of this series) is registered at the close of business on
the Regular Record Date for such interest, which shall be the fifteenth day
(whether or not a Business Day or a London Business Day, as the case may be)
next preceding such Interest Payment Date, provided, however, that interest
payable on
3
<PAGE> 4
the Maturity Date, or upon earlier redemption or repayment, if any, will be
payable to the Person to whom principal shall be payable. Any such interest
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on such Regular Record Date, and may be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall have been
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
[Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests of this
Security in accordance with its existing operating procedures.]
This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of December 1, 1989 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association) and succeeded to by Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated as
the Senior Medium-Term Notes, Series _ of the Company. The Securities may mature
at different times, bear interest at different rates, be denominated in
different currencies and be redeemable at different times or not at all.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above at the
percentage or percentages of the principal amount set forth above plus accrued
and unpaid interest to the date fixed for redemption.
4
<PAGE> 5
Commencing with the first Interest Reset Date specified above following
the Original Issue Date of this Security, the rate at which interest on this
Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown above under "Interest Rate Reset Period";
provided, however, that the interest rate in effect hereon for the 10 days
immediately prior to the Maturity Date shall be that in effect on the 10th day
preceding the Maturity Date. Each such adjusted rate shall be applicable on and
after the Interest Reset Date to which it relates to but not including the next
succeeding Interest Reset Date or until the Maturity Date, as the case may be.
Subject to applicable provisions of law and except as specified herein,
commencing on each Interest Reset Date, the rate of interest on this Security
shall be the rate determined in accordance with the provisions of the applicable
heading below.
Determination of CD Rate. If the interest rate basis is CD Rate, as
indicated above, said interest shall equal (a) the rate on the Interest
Determination Date specified above for negotiable certificates of deposit having
the Index Maturity specified above (i) as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)", or
(ii) if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as specified above) pertaining to such Interest Determination
Date, then as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. quotations for U.S. Government
Securities" under the heading "Certificates of Deposit" or (b) if neither of
such rates is published by 3:00 P.M., New York City time, on such Calculation
Date, then the rate of interest hereon shall be calculated by the Calculation
Agent and shall be the arithmetic mean (rounded to the nearest .01% with .005%
rounded upwards), as calculated by the Calculation Agent, of the secondary
market offered rates as of 10:00 A.M., New York City time, on such Interest
Determination Date, of 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 of major United States money-center banks of
the highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the Index Maturity (as specified
above) in a denomination of $5,000,000, in each of the above cases adjusted by
the addition or subtraction of the Spread, if any, specified above, or by
multiplication of the Spread Multiplier, if any, specified above; provided,
however, that if fewer than three dealers are quoting as mentioned above, the
interest rate in effect hereon until the Interest Reset Date next succeeding
such Interest Reset Date shall be the rate hereon in effect on the Interest
Determination Date next preceding such Interest Reset Date.
5
<PAGE> 6
Determination of Commercial Paper Rate. If the Interest Rate basis is
Commercial Paper Rate, as indicated above, said Interest Rate shall equal (a)
the Money Market Yield (as defined herein) on the Interest Determination Date
specified above for commercial paper having the Index Maturity shown above (i)
as published in H.15(519) under the heading "Commercial Paper" or (ii) if such
yield is not so published by 9:00 A.M., New York City time, on the Calculation
Date (as specified above) pertaining to such Interest Determination Date, then
as published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" under
the heading "Commercial Paper", or (b) if neither of such yields is published by
3:00 P.M., New York City time, on such Calculation Date, then the rate of
interest hereon shall be calculated by the Calculation Agent, and shall be the
Money Market Yield of the arithmetic mean (rounded to the nearest .01% with
.005% rounded upward), of the offered rates, as of 11:00 A.M., New York City
time, on such Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity placed for an industrial issuer whose
bond rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization, in each of the above cases adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above provided, however, that if fewer than
three dealers are quoting, as mentioned above, the interest rate in effect
hereon until the Interest Reset Date next succeeding such Interest Reset Date
shall be the rate hereon in effect on the Interest Determination Date next
preceding such Interest Reset Date.
"Money Market Yield" shall be the yield (expressed as a percentage rounded
to the nearest .01% with .005% rounded upward) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the per annum rate for 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.
Determination of Federal Funds Effective Rate. If the Interest Rate Basis
is the Federal Funds Effective Rate, as indicated above, said Interest Rate
shall equal (a) the rate on the Interest Determination Date specified above for
Federal Funds (i) as published in H.15(519) under the heading "Federal Funds
(Effective)" or (ii) if such rate is not so published by 9:00 A.M., New York
City time, on the Calculation Date (as specified above) pertaining to such
Interest Determination Date, then as published by the Federal Reserve Bank of
New York in its daily
6
<PAGE> 7
statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Federal Funds Effective Rate", or (b) if neither
of such rates is published by 3:00 P.M., New York City time, on such Calculation
Date the arithmetic mean (rounded to the nearest .01% with .005% rounded
upwards), as calculated by the Calculation Agent of the rates for the last
transaction in overnight Federal funds arranged by three leading brokers of
Federal funds transactions in The City of New York selected by the Calculation
Agent as of 9:00 A.M., New York City time, on such Interest Determination Date,
in each of the above cases adjusted by the addition or subtraction of the
Spread, if any, specified above, or by multiplication by the Spread Multiplier,
if any, specified above provided, however, that if fewer than three brokers are
quoting as mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding such Interest Reset Date shall be the rate
hereon in effect on the Interest Determination Date next preceding such Interest
Reset Date.
Determination of LIBOR. (a) if the Interest Rate Basis is LIBOR Reuters,
as indicated above, said interest rate shall equal the arithmetic mean (unless
the Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) (as calculated by the Calculation Agent
specified above and rounded to the nearest .01% with .005% rounded upwards) of
offered rates for deposits in the Index Currency having the Index Maturity, each
as shown above, commencing on the second Business Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market ("London
Business Day") immediately following the Interest Determination Date specified
above, which appear on the Designated LIBOR page as of 11:00 A.M., London time,
on such Interest Determination Date, adjusted by the addition or subtraction of
the Spread, if any, specified above, or by multiplication by the Spread
Multiplier, if any, specified above, or (b) if the Interest Rate Basis is LIBOR
Telerate, as indicated above, said Interest Rate shall equal the rate for
deposits in the Index Currency having the Index Maturity shown above, commencing
on the second London Business Day immediately following the applicable Interest
Determination Date that appears on the Designated LIBOR Page as of 11:00 A.M.
London time, on such Interest Determination Date adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above; provided, however, that if less than
two such offered rates so appear (unless the Designated LIBOR Page corresponding
to the Interest Rate Basis specified above by its terms provides only for a
single rate in which case such single rate shall be used) or no rate appears, as
applicable, the Calculation Agent shall request the principal London office of
each of four major banks in the London interbank market selected by the
Calculation Agent to provide a quotation of the rate offered to prime banks in
the London interbank market at approximately 11:00 A.M., London time,
7
<PAGE> 8
on such Interest Determination Date on deposits in the Index Currency having the
Index Maturity, each as specified above, 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 and such rate of interest hereon shall equal the arithmetic mean
(rounded to the nearest .01% with .005% rounded upwards) of (a) such quotations,
if at least two quotations are provided, or (b) if less than two quotations are
provided, the rates quoted at approximately 11:00 A.M., New York City time, on
such Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent, for loans in the Index Currency to leading
European banks having the Index Maturity specified above 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, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above, provided, however, that if fewer
than three banks are quoting as mentioned above, the interest rate in effect
hereon until the Interest Reset Date next succeeding the Interest Reset Date to
which such Interest Determination Date relates shall be the rate in effect
hereon on the Interest Determination Date next preceding such Interest Reset
Date.
Determination of Prime Rate. If the Interest Rate Basis is Prime Rate, as
indicated above, said Interest Rate shall equal (a) the rate on the Interest
Determination Date specified above as the prime rate or base lending rate (i) as
published in H.15(519) under the heading "Bank Prime Loan" or (ii) if such rate
is not published by 9:00 A.M., New York City time, on the Calculation Date (as
specified above) pertaining to such Interest Determination Date, then the rate
of interest hereon shall be calculated by the Calculation Agent and shall be the
arithmetic mean (rounded to the nearest .01%, with .005% rounded upwards) of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen US Prime 1 Page (as defined below) as such bank's prime rate or base
lending rate for such Interest Determination Date or (b)if fewer than four such
rates appear on the Reuters Screen US Prime 1 Page on such Interest
Determination Date, the arithmetic mean (rounded to the nearest .01% with .005%
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 such Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent, in each of the above
cases adjusted by the addition or subtraction of the Spread, if any, specified
above, or by multiplication by the Spread Multiplier, if any, specified above;
provided, however, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned above, the interest rate in effect
until the Interest
8
<PAGE> 9
Reset Date next succeeding such Interest Reset Date shall be the rate hereon in
effect on the Interest Determination Date next preceding such Interest Reset
Date. "Reuters Screen US Prime 1 Page" means the display page designated as page
"US Prime 1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the US Prime 1 page on that service) for the purpose of displaying
prime rates or base lending rates of major United States banks.
Determination of Treasury Rate. If the Interest Rate Basis is Treasury
Rate, as indicated above, said Interest Rate shall equal (a) the rate on the
Interest Determination Date specified above for the most recent auction of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity shown above, (i) as published in H.15(519) under the heading "U.S.
Government Securities -- Treasury bills -- auction average" or (ii) if such rate
is not so published by 9:00 A.M., New York City time, on the Calculation Date
(as specified above) pertaining to such Interest Determination Date, such
auction average rate (expressed as a bond equivalent rounded to the nearest .01%
with .005% rounded upward 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 or (b) if neither of such rates is published
or announced, as the case may be, 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
rate of interest hereon shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent, rounded to the nearest
.01% with .005% rounded upward, 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 shown
above, in each of the cases above adjusted by the addition or subtraction of the
Spread, if any, specified above, or by multiplication by the Spread Multiplier,
if any, specified above; provided, however, that if fewer than three dealers are
quoting as mentioned in this sentence, the interest rate hereon with respect to
such Interest Determination Date shall be the rate in effect hereon with respect
to the next preceding Interest Determination Date.
Determination of CMT Rate. If the Interest Rate Basis is CMT Rate, as
indicated above, said Interest Rate shall equal, in each case adjusted by the
addition or the subtraction of the Spread, if any, specified above, or by
multiplication by the Spread Multiplier, if any, specified above, (a) the rate
on the Interest Determination Date specified above displayed on the Designated
CMT Telerate Page under the caption ". . . Treasury Constant Maturities. . .
Federal Reserve Board Release H.15. . . Mondays
9
<PAGE> 10
Approximately 3:45 P.M.," under the column for the Index Maturity shown above
for (i) if the Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in which
the related Interest Determination Date occurs, or (b) if such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such treasury constant maturity rate for the Index
Maturity as published in H.15(519) or (c) if such rate is no longer published,
or if not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such Interest Determination Date will be such
treasury constant maturity rate for the Index Maturity (or other United States
Treasury rate for the Index Maturity) for the Interest Determination Date with
respect to such Interest Rate Reset Period as may then be published by either
the Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in H.15(519), provided, however, if such information is not
provided by 3:00 P.M., New York City time, on the related Calculation Date, then
the CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
(rounded to the nearest .01% with .005% rounded upwards) of the secondary market
offered rates as of approximately 3:30 P.M., New York City time, on the Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the Index
Maturity and a remaining term to maturity of not less than such Index Maturity
minus one year, provided, however, if the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean (rounded to the nearest .01% with .005% rounded
upwards) of the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest
10
<PAGE> 11
to the Index Maturity and a remaining term to maturity closest to the Index
Maturity and in an amount of at least U.S. $100 million, provided, however, if
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean (rounded to the
nearest .01% with .005% rounded upwards) of the offered rates obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence have remaining
terms to maturity equally close to the Index Maturity, the quotes for the CMT
Rate Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service (or any successor service) on the page specified above (or any other
page as may replace such page on such service), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519) or, if no such page is
specified above, page 7052.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing on or before each Calculation Date. At the request of the Holder
hereof, the Calculation Agent will provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date.
Unless otherwise indicated above, if the interest rate with respect to
this Security resets monthly, quarterly, semi-annually or annually, each
interest payment on this Security will include interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid and to but excluding the applicable Interest Payment Date or the Maturity
Date. Unless otherwise indicated above, if the interest rate with respect to
this Security resets daily or weekly, each interest payment on any Interest
Payment Date will include interest accrued from and including the Original Issue
Date or from but excluding the last date in which respect interest has been paid
and to and including the Regular Record Date preceding the applicable Interest
Payment Date, or to but excluding the Maturity Date. Accrued interest hereon
from the Original Issue Date or from the last date to which interest hereon has
been paid, as the case may be, shall be an amount calculated by multiplying the
face amount hereof by an
11
<PAGE> 12
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day from the Original Issue Date
or from the last date to which interest shall have been paid, as the case may
be, to the date for which accrued interest is being calculated. Unless otherwise
indicated above, the interest factor (expressed as a decimal rounded to the
nearest ten-thousandth, with five hundred-thousandths rounded upwards) for each
such day shall be computed by dividing the interest rate (expressed as a decimal
rounded to the nearest ten-thousandth, with five hundred-thousandths rounded
upwards) applicable to such day by 360 if the Interest Rate Basis is the CD
Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR or Prime Rate,
as indicated above, or by the actual number of days in the year if the Interest
Rate Basis is the Treasury Rate or CMT Rate, as indicated above. Notwithstanding
the foregoing, interest hereon prior to the date of commencement of Interest
Rate Basis (if other than the Original Issue Date) indicated above shall be
calculated on the basis of a year of 360 days consisting of twelve 30-day
months.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holders of
Securities of this series shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.
12
<PAGE> 13
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest (if any) on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and herein, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest (if any) on this Security are payable, duly
endorsed by, or accompanied by, a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security shall be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All capitalized terms used but not defined in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
13
<PAGE> 14
Unless the Certificate of Authentication hereon has been executed by the
Trustee or an Authenticating Agent, by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by its duly authorized officers and has caused its corporate seal,
or a facsimile thereof, to be affixed hereto.
THE CHASE MANHATTAN CORPORATION
By: __________________________
Name:
Title:
[SEAL] Attest: _______________________
[Name:]
[Title:]
AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, as Trustee
By: The Chase Manhattan Bank
Authenticating Agent
By:___________________
Authorized Signer
14
<PAGE> 15
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian............
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
15
<PAGE> 16
-----------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
_____________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ____________________________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.
16
<PAGE> 1
EXHIBIT 4.20
[FORM OF FIXED-RATE SUBORDINATED MEDIUM-TERM NOTE]
REGISTERED REGISTERED
THE CHASE MANHATTAN CORPORATION
FIXED RATE SUBORDINATED MEDIUM-TERM NOTE, SERIES _
THIS SECURITY IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY
OTHER GOVERNMENT AGENCY.
No. $
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
____________________ ________% __________________
INTEREST PAYMENT DATES: REPAYMENT PROVISIONS, IF ANY:
____________________ ________________________________________
OTHER PROVISIONS: REDEMPTION DATES AND PRICES, IF ANY:
__________________ ________________________________________
RECORD DATES:
________________________________________
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or it nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.]
[Unless this Security is presented by an authorized representative
of the Depositary to The Chase Manhattan Corporation or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized
<PAGE> 2
representative of the Depositary (and any payment is made to Cede & Co. or such
other entity as is requested by an authorized representative of the Depositary),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
[CEDE & CO.]
, or registered assigns, the principal sum of
DOLLARS on the
Maturity Date shown above, and to pay interest thereon from the Original Issue
Date from the most recent Interest Payment Date to which interest has been paid
or duly provided for, on each Interest Payment Date, commencing on the first
Interest Payment Date succeeding the Original Issue Date of this Security,
unless the Original Issue Date is on or after the Record Date for such Interest
Payment Date, in which event interest will be payable commencing on the next
succeeding Interest Payment Date, at the rate shown above, until the principal
hereof is paid or made available for payment. If the Maturity Date or any
Interest Payment Date falls on a day that is not a Business Day, payment of
principal, premium, if any, and interest with respect to this Security will be
paid on the next succeeding Business Day with the same force and effect as if
made on the Maturity Date or such Interest Payment Date, and no interest on such
payment will accrue from and after the Maturity Date or such Interest Payment
Date. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to below, be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on the applicable Record
Date, provided, however, that interest payable on the Maturity Date, or upon
earlier redemption or repayment, if any, will be payable to the Person to whom
principal shall be payable.
[Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests of this
Security in accordance with its existing operating procedures.]
This Security is one of a duly authorized issue of subordinated debt
securities of the Company (herein called the "Securities"), of the series
hereinafter specified, all issued or to be issued in one or more series under an
Indenture dated as of
<PAGE> 3
April 1, 1987, as amended and restated as of December 15, 1992, and as
supplemented by the Second Supplemental Indenture dated as of October 8, 1996
(herein called the "Indenture"), between the Company and U.S. Bank Trust
National Association (formerly known as First Trust of New York, National
Association), as successor Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee, the holders of Senior Indebtedness and
Additional Senior Obligations and the holders of the Securities. Terms defined
in the Indenture are used herein as so defined. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be denominated in different currencies, may be subject to different sinking
funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided. This Security is one of the
series designated as the Fixed Rate Subordinated Medium-Term Notes, Series _ of
the Company.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above, at the
percentage or percentages of the principal amount set forth above, plus accrued
and unpaid interest to the date fixed for redemption.
The Indebtedness evidenced by the Securities of this series is, to the
extent and in the manner set forth in the Indenture subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company and, under
certain circumstances set forth in the Indenture, all Additional Senior
Obligations of the Company, and each holder of a Security of this series, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.
Interest on the Securities of this series shall be computed on the basis
of a 360-day year of twelve 30-day months.
The following events shall be "Events of Default" with respect to the
Securities of this series: (i) a court having jurisdiction in the premises shall
have entered a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency or reorganization
law now or hereafter in effect of the United States of America or any political
subdivision thereof, and such decree or order shall have continued unstayed and
in effect for a period of sixty consecutive days; or (ii) the Company shall
commence a voluntary case under
<PAGE> 4
any applicable bankruptcy, insolvency or reorganization law now or hereafter in
effect of the United States of America or a political subdivision thereof, or
consent to the entry of an order for relief in an involuntary case under any
such law.
In case an Event of Default with respect to the Securities of this series
shall have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. There will be no
right of acceleration in the case of a default in the payment of interest or a
default in the performance of any covenant or agreement in this Security or the
Indenture.
The Indenture provides that in the event of a default in the payment of
interest or principal (including the delivery of any Capital Securities in
exchange for Securities) or the performance of any covenant or agreement in the
Securities or the Indenture (each of which is defined in the Indenture to be a
"Default"), the Trustee may, subject to certain limitations and conditions, seek
to enforce payment of such interest or principal (including the delivery of any
Capital Securities in exchange for Securities of this series) or the performance
of such covenant or agreement.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Securities at the time outstanding of each series to be affected, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall, without the consent of the holder of
each Security affected thereby, (i) change the stated maturity date of the
principal of, or any installment of principal of or interest on any Security,
(ii) reduce the principal amount of, or the interest (or premium, if any) on,
any Security, (iii) reduce the portion of the principal amount of an original
issue discount Security payable upon acceleration of the maturity thereof, (iv)
reduce any amount payable upon redemption of any Security, (v) change the place
or places where, or the coin or currency in which, any Security or any premium
or the interest thereon is payable, (vi) change the definition of "Market Value"
set forth in the Indenture, (vii) impair the right of any holder of Securities
of any series to receive on any Exchange Date for Securities of such series
Capital Securities with a Market Value equal to that required by the terms of
the Securities, (viii) impair the right of any holders of Securities of a series
entitled to the conversion rights described in the Indenture to receive shares
of Common Stock, securities or other property upon the exercise of such
conversion rights, (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Security (including any
right of redemption at the
<PAGE> 5
option of the holder of such Security), or for the delivery of Capital
Securities in exchange for Securities pursuant to the terms of the Indenture, or
to require the Company to sell Capital Securities in a Secondary Offering
pursuant to the terms of the Indenture or to deliver Common Stock, securities or
other property upon conversion of Securities pursuant to the terms of the
Indenture, (x) reduce the aforesaid percentage of Securities of any series the
holders of which are required to consent to any such supplemental indenture or
reduce the percentage of securities of any series the holders of which are
required to waive any past Default or Event of Default, as described in the next
following sentence, or (xi) modify the foregoing provisions of clauses (i)
through (x). It is also provided in the Indenture that, prior to any declaration
accelerating the maturity of the Securities of any series, the holders of a
majority in aggregate principal amount of the Securities of that series at the
time outstanding may on behalf of the holders of all Securities of that series
waive any past Default or Event of Default under the Indenture and its
consequences except a Default in the payment of the principal of (or premium, if
any) or interest, if any, on the Securities of that series (or in the delivery
of Capital Securities in exchange for any Securities of that series when
required). Any such consent or waiver by the holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Security and any Security
which may be issued in exchange or substitution herefor, irrespective of whether
or not any notation in regard thereto is made upon this Security or such other
Security.
Subject to the rights of holders of Senior Indebtedness and Additional
Senior Obligations of the Company set forth in this Security and the Indenture
referred to above, no reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the places, at the respective
times, at the rates, and in the coin or currency herein prescribed.
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000. In the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
Securities of this series may be exchanged for an equal aggregate principal
amount of Securities of this series of other authorized denominations at the
office or agency of the Company for such exchange in the Borough of Manhattan,
The City of New York.
Subject to the limitations set forth in the Indenture and herein, upon due
presentment for registration of transfer of this Security at the office or
agency of the Company for such registration in the Borough of Manhattan, The
City of New York, a
<PAGE> 6
new Security or Securities of this series of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
herefor without charge except for any tax or other governmental charge imposed
in connection therewith.
Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered holder hereof as the absolute owner of this Security
(whether or not this Security shall be overdue and notwithstanding any notation
of ownership or any writing hereon) for the purpose of receiving payment of or
on account of the principal hereof (and premium, if any, hereon), and subject to
the provisions herein, interest hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary. All payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge the Company's liability for moneys
payable on this Security.
No recourse for the payment of the principal of (or premium, if any) or
interest on this Security or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in this
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released by each holder of this Security.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
<PAGE> 7
This Security shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Trustee under the Indenture referred to above or an Authenticating Agent, by
manual signature.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by its duly authorized officers and has caused its corporate seal,
or a facsimile thereof, to be affixed hereto.
THE CHASE MANHATTAN CORPORATION
By: __________________________
[SEAL] Attest: __________________________
[Name:]
[Title:]
CERTIFICATE OF AUTHENTICATION:
This is one of the Securities issued under
the Indenture described herein.
U.S. Bank Trust National Association, as Trustee
By: The Chase Manhattan Bank
as Authenticating Agent
By:___________________
Authorized Signer
<PAGE> 8
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian............
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE> 9
-----------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
_____________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.
<PAGE> 1
Exhibit 4.21
[FORM OF FLOATING RATE SUBORDINATED MEDIUM-TERM NOTE]
REGISTERED REGISTERED
THE CHASE MANHATTAN CORPORATION
FLOATING RATE SUBORDINATED MEDIUM-TERM NOTE, SERIES _
THIS SECURITY IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY
OTHER GOVERNMENT AGENCY.
No. $
ORIGINAL ISSUE DATE: INITIAL INTEREST MATURITY DATE:
RATE:
_______________ ________% _____________
INTEREST RATE BASIS: INDEX MATURITY: SPREAD: +____
___ CD Rate ___ Federal Funds -____
___ Commercial Paper ___ 30 days/1 month
Rate ___ 90 days/3 months SPREAD
___ Federal Funds ___ 180 days/6 months MULTIPLIER:
Effective Rate ___ 1 year ______________
___ LIBOR Reuters ___ years
___ LIBOR Telerate
___ Prime Rate INDEX CURRENCY: DATE OF
___ Treasury Rate ________________ COMMENCEMENT OF
___ CMT Rate INTEREST RATE
BASIS (if other
CALCULATION AGENT: DESIGNATED than Original
The Chase LIBOR OR CMT PAGE: Issue Date):
Manhattan Bank __________________ _____________
MAXIMUM INTEREST RATE, INTEREST PAYMENT PERIOD:
IF ANY: _____________ _______________________
(monthly, quarterly or
semi-annually)
MINIMUM INTEREST RATE,
IF ANY: _____________
INTEREST PAYMENT DATES: INTEREST RATE RESET PERIOD:
_______________________ ________________________
_______________________ (daily, weekly, monthly,
_______________________ quarterly, semi-annually or
annually)
INTEREST DETERMINATION INTEREST RESET DATES:
DATES: ________________ __________________________
_______________________ __________________________
_______________________ __________________________
REPAYMENT PROVISIONS, INTEREST CALCULATION DATES:
IF ANY:________________ __________________________
_______________________
<PAGE> 2
REDEMPTION DATES AND PRICES, RECORD DATES:
IF ANY: ________________ ___________________________
OTHER PROVISIONS:
___________________________
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or it nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.]
[Unless this Security is presented by an authorized representative
of the Depositary to The Chase Manhattan Corporation or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
[CEDE & CO.]
, or registered assigns, the principal sum of
DOLLARS on the
Maturity Date shown above, and to pay interest thereon at a rate per annum equal
to the Initial Interest Rate shown above until the first Interest Reset Date
shown above following the Original Issue Date shown above and thereafter at a
rate determined in accordance with the provisions below under the
2
<PAGE> 3
heading "Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Effective Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of CMT Rate", depending upon whether the Interest Rate Basis is
CD Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR, Prime Rate,
Treasury Rate or CMT Rate as indicated by the box marked above, until the
principal hereof is paid or duly made available for payment.
The Company will pay interest monthly, quarterly or semi-annually as shown
above under "Interest Payment Period", commencing with the first Interest
Payment Date shown above next succeeding the Original Issue Date, and on the
Maturity Date; provided, however, that if the Original Issue Date is between a
Record Date and an Interest Payment Date, interest payments will commence on the
Interest Payment Date following the next succeeding Record Date; and provided
further, however, that if an Interest Payment Date (other than the Maturity
Date) would fall on a day that is not a Business Day (or in case the Interest
Rate Basis is LIBOR, as indicated by the box marked above, a day that is not a
London Business Day (as defined below)), such Interest Payment Date shall be the
following day that is a Business Day or a London Business Day, as the case may
be, except that if the following London Business Day falls in the next calendar
month, such Interest Payment Date shall be the next preceding day that is a
London Business Day. In the event the Maturity Date 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 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 the Maturity Date and no interest will accrue from and after the
Maturity Date. Except as provided above and in the Indenture referred to below,
interest payments will be made on the Interest Payment Dates shown above. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more predecessor Securities) is registered at the
close of business on the applicable Record Date; provided, however, that
interest payable on the Maturity Date, or upon earlier redemption or repayment,
if any, will be payable to the Person to whom principal shall be payable.
[Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests of this
Security in accordance with its existing operating procedures.]
This Security is one of a duly authorized issue of subordinated debt
securities of the Company (herein called the
3
<PAGE> 4
"Securities"), of the series hereinafter specified, all issued or to be
issued in one or more series under an Indenture dated as of April 1, 1987, as
amended and restated as of December 15, 1992, and as supplemented by the Second
Supplemental Indenture dated as of October 8, 1996(herein called the
"Indenture"), between the Company and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National Association), as successor
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and Additional Senior Obligations
and the holders of the Securities. Terms defined in the Indenture are used
herein as so defined. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be denominated in
different currencies, may be subject to different sinking funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided. This Security is one of the series designated as the
Floating Rate Subordinated Medium-Term Notes, Series _ of the Company.
The Indebtedness evidenced by the Securities of this series is, to the
extent and in the manner set forth in the Indenture, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company and, under
certain circumstances set forth in the Indenture, all Additional Senior
Obligations of the Company, and each holder of a Security of this series, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.
The following events shall be "Events of Default" with respect to the
Securities of this series: (i) a court having jurisdiction in the premises shall
have entered a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency or reorganization
law now or hereafter in effect of the United States of America or any political
subdivision thereof, and such decree or order shall have continued unstayed and
in effect for a period of sixty consecutive days; or (ii) the Company shall
commence a voluntary case under any applicable bankruptcy, insolvency or
reorganization law now or hereafter in effect of the United States of America or
a political subdivision thereof, or consent to the entry of an order for relief
in an involuntary case under any such law.
In case an Event of Default with respect to the Securities of this series
shall have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become,
4
<PAGE> 5
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. There will be no right of acceleration in the case of
a default in the payment of interest or a default in the performance of any
covenant or agreement in this Security or the Indenture.
The Indenture provides that in the event of a default in the payment of
interest or principal (including the delivery of any Capital Securities in
exchange for Securities) or the performance of any covenant or agreement in the
Securities or the Indenture (each of which is defined in the Indenture to be a
"Default"), the Trustee may, subject to certain limitations and conditions, seek
to enforce payment of such interest or principal (including the delivery of any
Capital Securities in exchange for Securities of this series) or the performance
of such covenant or agreement.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above. at the
percentage or percentages of the principal amount set forth above, plus accrued
and unpaid interest to the date fixed for redemption.
Commencing with the first Interest Reset Date specified above following
the Original Issue Date of this Security, the rate at which interest on this
Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown above under "Interest Rate Reset Period";
provided, however, that the interest rate in effect hereon for the 10 days
immediately prior to the Maturity Date shall be that in effect on the 10th day
preceding the Maturity Date. Each such adjusted rate shall be applicable on and
after the Interest Reset Date to which it relates to but not including the next
succeeding Interest Reset Date or until the Maturity Date, as the case may be.
Subject to applicable provisions of law and except as specified herein,
commencing on each Interest Reset Date, the rate of interest on this Security
shall be the rate determined in accordance with the provisions of the applicable
heading below.
Determination of CD Rate. If the interest rate basis is CD Rate, as
indicated above, said interest shall equal (a) the rate on the Interest
Determination Date specified above for negotiable certificates of deposit having
the Index Maturity specified above (i) as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)", or
(ii) if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as specified above) pertaining to such Interest Determination
Date, then as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. quotations for U.S.
5
<PAGE> 6
Government Securities" under the heading "Certificates of Deposit" or (b) if
neither of such rates is published by 3:00 P.M., New York City time, on such
Calculation Date, then the rate of interest hereon shall be calculated by the
Calculation Agent and shall be the arithmetic mean (rounded to the nearest .01%
with .005% rounded upwards), as calculated by the Calculation Agent, of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date, of 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 of major United States money-center
banks of the highest credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index Maturity (as
specified above) in a denomination of $5,000,000, in each of the above cases
adjusted by the addition or subtraction of the Spread, if any, specified above,
or by multiplication of the Spread Multiplier, if any, specified above;
provided, however, that if fewer than three dealers are quoting as mentioned
above, the interest rate in effect hereon until the Interest Reset Date next
succeeding such Interest Reset Date shall be the rate hereon in effect on the
Interest Determination Date next preceding such Interest Reset Date.
Determination of Commercial Paper Rate. If the Interest Rate basis is
Commercial Paper Rate, as indicated above, said Interest Rate shall equal (a)
the Money Market Yield (as defined herein) on the Interest Determination Date
specified above for commercial paper having the Index Maturity shown above (i)
as published in H.15(519) under the heading "Commercial Paper" or (ii) if such
yield is not so published by 9:00 A.M., New York City time, on the Calculation
Date (as specified above) pertaining to such Interest Determination Date, then
as published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" under
the heading "Commercial Paper", or (b) if neither of such yields is published by
3:00 P.M., New York City time, on such Calculation Date, then the rate of
interest hereon shall be calculated by the Calculation Agent, and shall be the
Money Market Yield of the arithmetic mean (rounded to the nearest .01% with
.005% rounded upward), of the offered rates, as of 11:00 A.M., New York City
time, on such Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity placed for an industrial issuer whose
bond rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization, in each of the above cases adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above provided, however, that if fewer than
three dealers are quoting, as mentioned above, the interest rate in effect
hereon until the Interest Reset Date next succeeding such Interest Reset Date
shall be the rate hereon in effect on the Interest Determination Date next
preceding such Interest Reset Date.
6
<PAGE> 7
"Money Market Yield" shall be the yield (expressed as a percentage rounded
to the nearest .01% with .005% rounded upward) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the per annum rate for 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.
Determination of Federal Funds Effective Rate. If the Interest Rate Basis
is the Federal Funds Effective Rate, as indicated above, said Interest Rate
shall equal (a) the rate on the Interest Determination Date specified above for
Federal Funds (i) as published in H.15(519) under the heading "Federal Funds
(Effective)" or (ii) if such rate is not so published by 9:00 A.M., New York
City time, on the Calculation Date (as specified above) pertaining to such
Interest Determination Date, then as published by the Federal Reserve Bank of
New York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" under the heading "Federal Funds Effective Rate", or
(b) if neither of such rates is published by 3:00 P.M., New York City time, on
such Calculation Date the arithmetic mean (rounded to the nearest .01% with
.005% rounded upwards), as calculated by the Calculation Agent of the rates for
the last transaction in overnight Federal funds arranged by three leading
brokers of Federal funds transactions in The City of New York selected by the
Calculation Agent as of 9:00 A.M., New York City time, on such Interest
Determination Date, in each of the above cases adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above provided, however, that if fewer than
three brokers are quoting as mentioned above, the interest rate in effect hereon
until the Interest Reset Date next succeeding such Interest Reset Date shall be
the rate hereon in effect on the Interest Determination Date next preceding such
Interest Reset Date.
Determination of LIBOR. (a) if the Interest Rate Basis is LIBOR Reuters,
as indicated above, said interest rate shall equal the arithmetic mean (unless
the Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) (as calculated by the Calculation Agent
specified above and rounded to the nearest .01% with .005% rounded upwards) of
offered rates for deposits in the Index Currency having the Index Maturity, each
as shown above, commencing on the second Business Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market ("London
Business Day") immediately following the Interest Determination Date specified
above, which appear on the Designated LIBOR page as of 11:00 A.M.,
7
<PAGE> 8
London time, on such Interest Determination Date, adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above, or (b) if the Interest Rate Basis is
LIBOR Telerate, as indicated above, said Interest Rate shall equal the rate for
deposits in the Index Currency having the Index Maturity shown above, commencing
on the second London Business Day immediately following the applicable Interest
Determination Date that appears on the Designated LIBOR Page as of 11:00 A.M.
London time, on such Interest Determination Date adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above; provided, however, that if less than
two such offered rates so appear (unless the Designated LIBOR Page corresponding
to the Interest Rate Basis specified above by its terms provides only for a
single rate in which case such single rate shall be used) or no rate appears, as
applicable, the Calculation Agent shall request the principal London office of
each of four major banks in the London interbank market selected by the
Calculation Agent to provide a quotation of the rate offered to prime banks in
the London interbank market at approximately 11:00 A.M., London time, on such
Interest Determination Date on deposits in the Index Currency having the Index
Maturity, each as specified above, 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 and
such rate of interest hereon shall equal the arithmetic mean (rounded to the
nearest .01% with .005% rounded upwards) of (a) such quotations, if at least two
quotations are provided, or (b) if less than two quotations are provided, the
rates quoted at approximately 11:00 A.M., New York City time, on such Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent, for loans in the Index Currency to leading European banks
having the Index Maturity specified above 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, in either case, adjusted by the addition or subtraction of the
Spread, if any, specified above, or by multiplication by the Spread Multiplier,
if any, specified above, provided, however, that if fewer than three banks are
quoting as mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the rate in effect hereon on the
Interest Determination Date next preceding such Interest Reset Date.
Determination of Prime Rate. If the Interest Rate Basis is Prime Rate, as
indicated above, said Interest Rate shall equal (a) the rate on the Interest
Determination Date specified above as the prime rate or base lending rate (i) as
published in H.15(519) under the heading "Bank Prime Loan" or (ii) if such rate
is not published by 9:00 A.M., New York City time, on the Calculation
8
<PAGE> 9
Date (as specified above) pertaining to such Interest Determination Date, then
the rate of interest hereon shall be calculated by the Calculation Agent and
shall be the arithmetic mean (rounded to the nearest .01%, with .005% rounded
upwards) of the rates of interest publicly announced by each bank that appears
on the Reuters Screen US Prime 1 Page (as defined below) as such bank's prime
rate or base lending rate for such Interest Determination Date or (b)if fewer
than four such rates appear on the Reuters Screen US Prime 1 Page on such
Interest Determination Date, the arithmetic mean (rounded to the nearest .01%
with .005% 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 such Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent, in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified above, or by multiplication by the Spread Multiplier, if any,
specified above; provided, however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned above, the interest
rate in effect until the Interest Reset Date next succeeding such Interest Reset
Date shall be the rate hereon in effect on the Interest Determination Date next
preceding such Interest Reset Date. "Reuters Screen US Prime 1 Page" means the
display page designated as page "US Prime 1" on the Reuters Monitor Money Rates
Service (or such other page as may replace the US Prime 1 page on that service)
for the purpose of displaying prime rates or base lending rates of major United
States banks.
Determination of Treasury Rate. If the Interest Rate Basis is Treasury
Rate, as indicated above, said Interest Rate shall equal (a) the rate on the
Interest Determination Date specified above for the most recent auction of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity shown above, (i) as published in H.15(519) under the heading "U.S.
Government Securities -- Treasury bills -- auction average" or (ii) if such rate
is not so published by 9:00 A.M., New York City time, on the Calculation Date
(as specified above) pertaining to such Interest Determination Date, such
auction average rate (expressed as a bond equivalent rounded to the nearest .01%
with .005% rounded upward 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 or (b) if neither of such rates is published
or announced, as the case may be, 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
rate of interest hereon shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent, rounded to the nearest
.01% with .005% rounded upward, 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
9
<PAGE> 10
States government securities dealers selected by the Calculation Agent, for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity
shown above, in each of the cases above adjusted by the addition or subtraction
of the Spread, if any, specified above, or by multiplication by the Spread
Multiplier, if any, specified above; provided, however, that if fewer than three
dealers are quoting as mentioned in this sentence, interest rate hereon with
respect to such Interest Determination Date shall be the rate in effect hereon
with respect to the next preceding Interest Determination Date.
Determination of CMT Rate. If the Interest Rate Basis is CMT Rate, as
indicated above, said Interest Rate shall equal, in each case adjusted by the
addition or the subtraction of the Spread, if any, specified above, or by
multiplication by the Spread Multiplier, if any, specified above, (a) the rate
on the Interest Determination Date specified above displayed on the Designated
CMT Telerate Page under the caption ". . . Treasury Constant Maturities. . .
Federal Reserve Board Release H.15. . . Mondays Approximately 3:45 P.M.," under
the column for the Index Maturity shown above for (i) if the Designated CMT
Telerate Page is 7055, the rate on such Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination
Date occurs, or (b) if such rate is no longer displayed on the relevant page, or
if not displayed by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such Interest Determination Date will be such
treasury constant maturity rate for the Index Maturity as published in H.15(519)
or (c) if such rate is no longer published, or if not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant maturity rate for the
Index Maturity (or other United States Treasury rate for the Index Maturity) for
the Interest Determination Date with respect to such Interest Rate Reset Period
as may then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519), provided, however, if
such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for the Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean (rounded to the nearest .01% with .005% rounded
upwards) of the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York selected
by the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the
10
<PAGE> 11
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Index Maturity and a remaining term to maturity of not less
than such Index Maturity minus one year, provided, however, if the Calculation
Agent cannot obtain three such Treasury Note quotations, the CMT Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean (rounded to the nearest .01%
with .005% rounded upwards) of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the Index
Maturity and a remaining term to maturity closest to the Index Maturity and in
an amount of at least U.S. $100 million, provided, however, if three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean (rounded to the nearest .01%
with .005% rounded upwards) of the offered rates obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT Rate in effect on such
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the third preceding sentence have remaining terms to maturity
equally close to the Index Maturity, the quotes for the CMT Rate Note with the
shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service (or any successor service) on the page specified above (or any other
page as may replace such page on such service), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519) or, if no such page is
specified above, page 7052.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing on or before each Calculation Date. At the request of the Holder
hereof, the Calculation Agent will provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date.
11
<PAGE> 12
Unless otherwise indicated above, if the interest rate with respect to
this Security resets monthly, quarterly, semi-annually or annually, each
interest payment on this Security will include interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid and to but excluding the applicable Interest Payment Date or the Maturity
Date. Unless otherwise indicated above, if the interest rate with respect to
this Security resets daily or weekly, each interest payment on any Interest
Payment Date will include interest accrued from and including the Original Issue
Date or from but excluding the last date in which respect interest has been paid
and to and including the Record Date preceding the applicable Interest Payment
Date, or to but excluding the Maturity Date. Accrued interest hereon from the
Original Issue Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day from the
Original Issue Date or from the last date to which interest shall have been
paid, as the case may be, to the date for which accrued interest is being
calculated. Unless otherwise indicated above, the interest factor (expressed as
a decimal rounded to the nearest ten-thousandth, with five hundred-thousandths
rounded upwards) for each such day shall be computed by dividing the interest
rate (expressed as a decimal rounded to the nearest ten-thousandth, with five
hundred-thousandths rounded upwards) applicable to such day by 360 if the
Interest Rate Basis is the CD Rate, Commercial Paper Rate, Federal Funds
Effective Rate, LIBOR or Prime Rate, as indicated above, or by the actual number
of days in the year if the Interest Rate Basis is the Treasury Rate or CMT Rate,
as indicated above. Notwithstanding the foregoing, interest hereon prior to the
date of commencement of Interest Rate Basis (if other than the Original Issue
Date) indicated above shall be calculated on the basis of a year of 360 days
consisting of twelve 30-day months.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Securities at the time outstanding of each series to be affected, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall, without the consent of the holder of
each Security affected thereby, (i) change the stated maturity date of the
principal of, or any installment of principal of or interest on any Security,
(ii) reduce the principal amount of, or the interest (or premium, if any) on,
any Security, (iii) reduce the portion of the principal amount of an original
issue discount Security payable upon acceleration of the maturity thereof, (iv)
12
<PAGE> 13
reduce any amount payable upon redemption of any Security, (v) change the place
or places where, or the coin or currency in which, any Security or any premium
or the interest thereon is payable, (vi) change the definition of "Market Value"
set forth in the Indenture, (vii) impair the right of any holder of Securities
of any series to receive on any Exchange Date for Securities of such series
Capital Securities with a Market Value equal to that required by the terms of
the Securities, (viii) impair the right of any holders of Securities of a series
entitled to the conversion rights described in the Indenture to receive shares
of Common Stock, securities or other property upon the exercise of such
conversion rights, (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Security (including any
right of redemption at the option of the holder of such Security), or for the
delivery of Capital Securities in exchange for Securities pursuant to the terms
of the Indenture, or to require the Company to sell Capital Securities in a
Secondary Offering pursuant to the terms of the Indenture or to deliver Common
Stock, securities or other property upon conversion of Securities pursuant to
the terms of the Indenture, (x) reduce the aforesaid percentage of Securities of
any series the holders of which are required to consent to any such supplemental
indenture or reduce the percentage of securities of any series the holders of
which are required to waive any past Default or Event of Default, as described
in the next following sentence, or (xi) modify the foregoing provisions of
clauses (i) through (x). It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Securities of any series, the
holders of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all Securities of
that series waive any past Default or Event of Default under the Indenture and
its consequences except a Default in the payment of the principal of (or
premium, if any) or interest, if any, on the Securities of that series (or in
the delivery of Capital Securities in exchange for any Securities of that series
when required). Any such consent or waiver by the holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Security and any
Security which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation in regard thereto is made upon this Security or
such other Security.
Subject to the rights of holders of Senior Indebtedness and Additional
Senior Obligations of the Company set forth in this Security and the Indenture
referred to above, no reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the places, at the respective
times, at the rates and in the coin or currency herein prescribed.
13
<PAGE> 14
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000. In the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
Securities of this series may be exchanged for an equal aggregate principal
amount of Securities of this series of other authorized denominations at the
office or agency of the Company for such exchange in the Borough of Manhattan,
The City of New York.
Subject to the limitations set forth in the Indenture and herein, upon due
presentment for registration of transfer of this Security at the office or
agency of the Company for such registration in the Borough of Manhattan, The
City of New York, a new Security or Securities of this series of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor without charge except for any tax or other
governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered holder hereof as the absolute owner of this Security
(whether or not this Security shall be overdue and notwithstanding any notation
of ownership or any writing hereon) for the purpose of receiving payment of or
on account of the principal hereof (and premium, if any, hereon), and subject to
the provisions herein, interest hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary. All payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge the Company's liability for moneys
payable on this Security.
No recourse for the payment of the principal of (or premium, if any) or
interest on this Security or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in this
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released by each holder of this Security.
14
<PAGE> 15
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
This Security shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Trustee under the Indenture referred to above or an Authenticating Agent, by
manual signature.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by its duly authorized officers and has caused its corporate seal,
or a facsimile thereof, to be affixed hereto..
THE CHASE MANHATTAN CORPORATION
By:
---------------------------------
Name:
Title:
[SEAL] Attest:
------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION:
This is one of the Securities issued under the Indenture described herein.
U.S. Bank Trust National Association, as Trustee
By: The Chase Manhattan Bank
as Authenticating Agent
By:
---------------------------
Authorized Signer
15
<PAGE> 16
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian...........................
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
16
<PAGE> 17
-----------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
_____________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.
17
<PAGE> 1
Exhibit 5
[SIMPSON THACHER & BARTLETT LETTERHEAD]
June 11, 1998
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Dear Sirs:
We have acted as counsel to The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), in connection with the Corporation's
Registration Statement on Form S-3 (the "Registration Statement") relating to
(i) debt securities, which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") (collectively, the "Debt
Securities"), (ii) warrants to purchase the Debt Securities (the "Debt
Warrants"), (iii) shares of preferred stock of the Corporation, $1 par value per
share (the "Preferred Stock"), which may be issued in the form of depositary
shares evidenced by depositary receipts (the "Depositary Shares"), (iv) warrants
to purchase shares of Preferred Stock (the "Preferred Stock Warrants"), (v)
shares of common stock of the Corporation, par value $1.00 per share (the
"Common Stock"), (vi) warrants to purchase shares of Common Stock (the "Common
Stock Warrants"), (vii) currency warrants (the "Currency Warrants"), (viii)
contracts which may be issued by the Corporation under which the counterparty
may be required to purchase Debt Securities, Preferred Stock, Depositary Shares
or Common Stock, (ix) Debt Securities, Preferred Stock and Common Stock which
may be issued upon exercise of Securities Warrants (as
<PAGE> 2
The Chase Manhattan
Corporation -2- June 11, 1998
defined below) and (x) such indeterminate amount of Offered Securities (as
defined below) as may be issued in exchange for or upon conversion of, as the
case may be, the Offered Securities, with an aggregate initial public offering
price of up to $3,000,000,000 or the equivalent thereof in one or more foreign
currencies or composite currencies. The Corporation will not receive separate
consideration for any Offered Securities that are issued in exchange for or upon
conversion of, as the case may be, Offered Securities, or upon exercise of
Securities Warrants. The Debt Warrants, Preferred Stock Warrants and Common
Stock Warrants are hereinafter referred to collectively as the "Securities
Warrants", and the Debt Securities, Preferred Stock, Depositary Shares, Common
Stock, Securities Warrants and Currency Warrants are hereinafter referred to
collectively as the "Offered Securities".
The Offered Securities will be sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements"). The Senior Securities will be issued
under an Indenture dated as of December 1, 1989, as amended, between the
Corporation and Bankers Trust Company, as Trustee (the "Senior Indenture"). The
Subordinated Securities will be issued under an Indenture dated as of April 1,
1987, as amended and restated as of December 15, 1992, and as further amended,
between the Corporation and U.S. Bank Trust National Association, as Trustee
(the "Subordinated Indenture"). The forms of the Senior
<PAGE> 3
The Chase Manhattan
Corporation -3- June 11, 1998
Indenture and the Subordinated Indenture (collectively, the "Indentures") are
included as exhibits to the Registration Statement.
We have reviewed such corporate records and other documents and
have made such further examinations and inquiries as we have deemed necessary to
enable us to express the opinions set forth herein.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Debt Securities have been duly authorized and, (i)
when the Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), and (ii) when duly
executed and authenticated in accordance with the terms of the
Indentures and delivered and sold and upon payment in full therefor as
contemplated by the Registration Statement, will constitute valid and
legally binding obligations of the Corporation enforceable against the
Corporation in accordance with their terms and entitled to the benefits
of such Indentures.
2. The shares of Preferred Stock have been duly
authorized and (i) when the Registration Statement has become effective
under the Act and (ii) when the shares of Preferred Stock, in the form
filed as an exhibit to the Registration Statement, have been duly
executed, countersigned and delivered by the Corporation upon purchase
thereof and payment in full therefor as contemplated by the Registration
Statement, such shares of Preferred Stock will be validly issued, fully
paid and nonassessable.
3. The shares of Common Stock have been duly authorized
and (i) when the Registration Statement has become effective under the
Act and (ii) when the shares of Common Stock in the form filed as an
exhibit to the Registration Statement have been duly executed,
countersigned and delivered by the Corporation upon purchase therefor
and payment in full therefor as contemplated by the Registration
Statement such shares of Common Stock will be validly issued, fully paid
and nonassessable.
4. The Securities Warrants have been duly authorized and,
(i) when the Registration Statement has become effective under the Act,
(ii) upon the execution and delivery of a debt warrant agreement,
preferred stock warrant agreement or common stock warrant agreement, as
the case may be, relating to
<PAGE> 4
The Chase Manhattan
Corporation -4- June 11, 1998
such Securities Warrants in the form filed as an exhibit to the
Registration Statement, and (iii) when such Securities Warrants have
been duly executed, countersigned, delivered and sold in the applicable
form filed as an exhibit to the Registration Statement and as
contemplated by the Registration Statement, such Securities Warrants
will constitute valid and legally binding obligations of the Corporation
enforceable against the Corporation in accordance with their terms.
5. The Currency Warrants have been duly authorized and,
(i) when the Registration Statement has become effective under the Act,
(ii) upon the execution and delivery of a currency warrant agreement
relating to such Currency Warrants in the form filed as an exhibit to
the Registration Statement and (iii) when such Currency Warrants have
been duly executed, countersigned, delivered and sold in the form filed
as an exhibit to the Registration Statement and as contemplated by the
Registration Statement, such Currency Warrants will constitute valid and
legally binding obligations of the Corporation enforceable against the
Corporation in accordance with their terms.
Our opinions set forth in paragraph 1, 4 and 5 above are subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the Federal law of the United States and the Delaware General
Corporation Law.
<PAGE> 5
The Chase Manhattan
Corporation -5- June 11, 1998
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to this firm appearing under
the heading "Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference to the Registration
statement on Form S-3 of The Chase Manhattan Corporation (the "Corporation") of
our report dated January 20, 1998 appearing on page 45 of the 1997 Annual Report
to Stockholders of the Corporation set forth on Form 10-K of the Corporation. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
June 11, 1998
<PAGE> 1
EXHIBIT 24
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Hans W. Becherer
Director
<PAGE> 2
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Frank A. Bennack, Jr.
Director
<PAGE> 3
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Susan V. Berresford
Director
<PAGE> 4
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ M. Anthony Burns
Director
<PAGE> 5
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ H. Laurance Fuller
Director
<PAGE> 6
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Melvin R. Goodes
Director
<PAGE> 7
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ William H. Gray, III
Director
<PAGE> 8
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ George V. Grune
Director
<PAGE> 9
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ William B. Harrison Jr.
Vice Chairman of the Board
and Director
<PAGE> 10
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Harold S. Hook
Director
<PAGE> 11
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Helene L. Kaplan
Director
<PAGE> 12
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Thomas G. Labrecque
President and Director
<PAGE> 13
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Henry B. Schacht
Director
<PAGE> 14
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Walter V. Shipley
Chairman of the Board, Chief Executive
Officer and Director
<PAGE> 15
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Andrew C. Sigler
Director
<PAGE> 16
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ John R. Stafford
Director
<PAGE> 17
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Marina v.N. Whitman
Director
<PAGE> 18
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Marc J. Shapiro
(Principal Financial Officer)
<PAGE> 19
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., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID 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 (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 debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, 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 June 11, 1998.
/s/ Joseph L. Sclafani
Controller
(Principal Accounting Officer)
<PAGE> 1
Exhibit 25.1
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF
1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
---------------------------------
(Exact name of obligor as specified in its charter)
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
(Address of principal executive offices)
DEBT SECURITIES
(Title of the indenture securities)
- -------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers
Trust Company dated August 7, 1990, Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated June 21, 1995 - Incorporated herein
by reference to Exhibit 1 filed with Form T-1 Statement,
Registration No. 33-65171, Certificate of Amendment of
the Organization Certificate of Bankers Trust Company
dated March 20, 1996, incorporate by referenced to
Exhibit 1 filed with Form T-1 Statement, Registration
No. 333-25843 and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated
June 19, 1997, copy attached.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed with
Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust
powers - Incorporated herein by reference to Exhibit 2
filed with Form T-1 Statement, Registration No.
33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as amended on
November 18, 1997. Copy attached.
-2-
<PAGE> 3
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration
No. 22-18864.
EXHIBIT 7 - The latest report of condition of Bankers Trust Company
dated as of March 31, 1998. Copy attached.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on this 10th day
of June, 1998.
BANKERS TRUST COMPANY
By: /s/ Marc Parilla
----------------------------------
Marc Parilla
Assistant Treasurer
-4-
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on this 10th day
of June, 1998.
BANKERS TRUST COMPANY
By: Marc Parilla
-----------------------------
Marc Parilla
Assistant Treasurer
-5-
<PAGE> 6
State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8005 OF THE
BANKING LAW," dated June 19, 1997, providing for an increase in authorized
capital stock from $1,601,666,670 consisting of 100,166,667 shares with a par
value of $10 each designated as Common Stock and 600 shares with a par value of
$1,000,000 each designated as Series Preferred Stock to $2,001,666,670
consisting of 100,166,667 shares with a par value of $10 each designated as
Common Stock and 1,000 shares with a par value of $1,000,000 each designated as
Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the City of
New York,
this 27TH day of June in the Year of our Lord one
thousand nine hundred and NINETY-SEVEN.
Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE> 7
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby
certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.
3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into One
Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 600 shares with a par value of One Million Dollars ($1,000,000)
each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars ($1,000,000)
each designated as Series Preferred Stock."
<PAGE> 8
5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 19th
day of June, 1997.
James T. Byrne, Jr.
--------------------------------
James T. Byrne, Jr.
Managing Director
Lea Lahtinen
--------------------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents
thereof, and that the statements herein contained are true.
Lea Lahtinen
----------------------
Lea Lahtinen
Sworn to before me this 19th day of June, 1997.
Sandra L. West
----------------------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 9
BY-LAWS
NOVEMBER 18, 1997
BANKERS TRUST COMPANY
NEW YORK
<PAGE> 10
BY-LAWS
OF
BANKERS TRUST COMPANY
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as secretary
of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than ten nor more than twenty-five, as may from time to time be fixed
by resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.
<PAGE> 11
All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director. Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.
No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time on the third Tuesday of the month. If the day appointed for holding such
regular meetings shall be a legal holiday, the regular meeting to be held on
such day shall be held on the next business day thereafter. Special meetings of
the Board of Directors may be called upon at least two day's notice whenever it
may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, in their absence, by such other director as the Board of Directors
may have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.
SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.
<PAGE> 12
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of whom must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.
In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.
<PAGE> 13
SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President,
and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Managing Directors, one or
more Managing Directors, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board. The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant officers.
All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all
assistant officers shall hold office at the pleasure of the Board or the
Chairman of the Board or the Chief Executive Officer or, in their absence, the
President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors
may require any and all officers and employees to give security for the faithful
performance of their duties.
SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by
law or by these By-Laws, or which usually attach or pertain to such office. The
other officers shall have, subject to the supervision and direction of the Board
of Directors or the Executive Committee or the Chairman of the Board or, the
Chief Executive Officer, the powers vested by law or by these By-Laws in them as
holders of their respective offices and, in addition, shall perform such other
duties as shall be assigned to them by the Board of Directors or the Executive
Committee or the Chairman of the Board or the Chief Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit
<PAGE> 14
program and the adequacy of the system of internal controls of the Company which
he deems advisable or which the Audit Committee may request. Additionally, the
General Auditor shall have the duty of reporting independently of all officers
of the Company to the Audit Committee at least quarterly on any matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company that should be brought to the attention of the directors
except those matters responsibility for which has been vested in the General
Credit Auditor. Should the General Auditor deem any matter to be of special
immediate importance, he shall report thereon forthwith to the Audit Committee.
The General Auditor shall report to the Chief Financial Officer only for
administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.
<PAGE> 15
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer or the
<PAGE> 16
President, and (ii) only if and to the extent that, after making such efforts as
the Chairman of the Board, the Chief Executive Officer or the President shall
deem adequate in the circumstances, such person shall be unable to obtain
indemnification from such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.
SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.
<PAGE> 17
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE> 18
I, Marc Parilla, Assistant Treasurer of Bankers Trust Company, New York, New
York, hereby certify that the foregoing is a complete, true and correct copy of
the By-Laws of Bankers Trust Company, and that the same are in full force and
effect at this date.
Marc Parilla
-------------------
ASSISTANT TREASURER
DATED: JUNE 10,1998
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 03/31/98 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
--------
Dollar Amounts in Thousands RCFD Bil Mil Thou
--------------------------- ---- ------------
<S> <C>
ASSETS | / / / / / / / / / / / / / / / /
1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / / / / / / / / / / / / /
a. Noninterest-bearing balances and currency and coin (1) ............... | 0081 1,458,000 1.a.
b. Interest-bearing balances (2.......................................... | 0071 2,253,000 1.b.
2. Securities: | / / / / / / / / / / / / / / / /
a. Held-to-maturity securities (from Schedule RC-B, column A) ........... | 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).......... | 1773 6,444,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell..... | 1350 30,836,000 3.
4. Loans and lease financing receivables: | / / / / / / / / / / / / / / / /
a. Loans and leases, net of unearned income (from Schedule RC-C)
................................................RCFD 2122 19,993,000 | / / / / / / / / / / / / / / / / 4.a.
b. LESS: Allowance for loan and lease losses...RCFD 3123 647,000 | / / / / / / / / / / / / / / / / 4.b.
c. LESS: Allocated transfer risk reserve ......RCFD 3128 0 | / / / / / / / / / / / / / / / / 4.c.
d. Loans and leases, net of unearned income, | / / / / / / / / / / / / / / / /
allowance, and reserve (item 4.a minus 4.b and 4.c)................... | 2125 19,346,000 4.d.
5. Trading Assets (from schedule RC-D)........................................ | 3545 45,690,000 5.
6. Premises and fixed assets (including capitalized leases)................... | 2145 791,000 6.
7. Other real estate owned (from Schedule RC-M)............................... | 2150 184,000 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) | 2130 104,000 8.
9. Customers' liability to this bank on acceptances outstanding .............. | 2155 542,000 9.
10. Intangible assets (from Schedule RC-M)..................................... | 2143 81,000 10.
11. Other assets (from Schedule RC-F).......................................... | 2160 5,339,000 11.
12. Total assets (sum of items 1 through 11)................................... | 2170 113,068,000 12.
---- -----------
</TABLE>
- --------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 03/31/98 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
-------------------------------------------------
Dollar Amounts in Thousands | / / / / Bil Mil Thou |
--------------------------- -------------------------------------------------
<S> <C>
LIABILITIES | / / / / / / / / / / / / / / / / / / |
13. Deposits: | / / / / / / / / / / / / / / / / / / |
a. In domestic offices (sum of totals of columns A and C from Schedule | / / / / / / / / / / / / / / / / / / |
RC-E, part I) | RCON 2200 26,465,000 |13.a.
(1) Noninterest-bearing(1) ................RCON 6631 3,005,000 | / / / / / / / / / / / / / / / / / / |13.a.(1)
(2) Interest-bearing .......................RCON 6636 23,460,000 | / / / / / / / / / / / / / / / / / / |13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from | / / / / / / / / / / / / / / / / / / |
Schedule RC-E part II) | RCFN 2200 21,993,000 |13.b.
(1) Noninterest-bearing ...................RCFN 6631 1,712,000 | / / / / / / / / / / / / / / / / / / |13.b.(1)
(2) Interest-bearing ......................RCFN 6636 20,281,000 | / / / / / / / / / / / / / / / / / / |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase | RCFD 2800 12,125,000 |14.
15. a. Demand notes issued to the U.S. Treasury................................. | RCON 2840 0 |15.a.
b. Trading liabilities (from Schedule RC-D)................................. | RCFD 3548 25,701,000 |15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases): | / / / / / / / / / / / / / / / / / / |
a. With a remaining maturity of one year or less............................ | RCFD 2332 6,773,000 |16.a.
b. With a remaining maturity of more than one year through three years..... | A547 3,754,000 |16.b.
c. With a remaining maturity of more than three years....................... | A548 2,212,000 |16.c
17. Not Applicable. | / / / / / / / / / / / / / / / / / / |17.
18. Bank's liability on acceptances executed and outstanding.................... | RCFD 2920 542,000 |18.
19. Subordinated notes and debentures (2)....................................... | RCFD 3200 1,308,000 |19.
20. Other liabilities (from Schedule RC-G)...................................... | RCFD 2930 6,135,000 |20.
21. Total liabilities (sum of items 13 through 20).............................. | RCFD 2948 107,008,000 |21.
22. Not Applicable | / / / / / / / / / / / / / / / / / / |
| / / / / / / / / / / / / / / / / / / |22.
EQUITY CAPITAL | / / / / / / / / / / / / / / / / / / |
23. Perpetual preferred stock and related surplus............................... | RCFD 3838 1,000,000 |23.
24. Common stock................................................................ | RCFD 3230 1,352,000 |24.
25. Surplus (exclude all surplus related to preferred stock).................... | RCFD 3839 544,000 |25.
26. a. Undivided profits and capital reserves................................. | RCFD 3632 3,583,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities. | RCFD 8434 ( 41,000) |26.b.
27. Cumulative foreign currency translation adjustments......................... | RCFD 3284 ( 378,000) |27.
28. Total equity capital (sum of items 23 through 27)........................... | RCFD 3210 6,060,000 |28.
29. Total liabilities and equity capital (sum of items 21 and 28)............... | RCFD 3300 113,068,000 |29
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<S> <C>
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for Number
the bank by independent external auditors as of any date during 1997 ... | RCFD 6724 1 | M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm
which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public
accounting firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ----------------------
(1) Including total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
<PAGE> 1
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_____
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I.R.S. Employer Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices)
(Zip Code)
FOR INFORMATION, CONTACT:
Dennis Calabrese, President
U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, NY 10005
(212) 361-2502
The Chase Manhattan Corporation
(Exact name obligor as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Chase Manhattan Corporation 10017
270 Park Avenue, New York, New York (Zip Code)
(Address of principal executive offices)
Debt Securities
(Title of the indenture securities)
<PAGE> 2
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Comptroller of the Currency Washington D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None
Item 16. LIST OF EXHIBITS
Exhibit 1 Articles of Association of U.S. Bank Trust
National Association, incorporated herein by
reference to Exhibit 1 of Form T-1, Registration
No. 33-83774.
Exhibit 2 Certificate of Authority to Commence Business for
U.S. Bank Trust National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3 Authorization of the Trustee to exercise corporate
trust powers for U.S. Bank Trust National
Association, incorporated herein by reference to
Exhibit 3 of Form T-1, Registration No. 33-83774.
Exhibit 4 By-Laws of U.S. Bank Trust National Association,
Incorporated herein by reference to Exhibit 4 of
Form T-1, Registration No. 33-55851.
Exhibit 5 Not applicable.
Exhibit 6 Consent of U.S. Bank Trust National Association,
required by Section 321(b) of the Act,
incorporated herein by reference to Exhibit 6 of
Form T-1, Registration No. 33-83774.
Exhibit 7 Report of Condition of U.S. Bank Trust National
Association, as of the close of business on March
31, 1998, published pursuant to law or the
requirements of its supervising or examining
authority.
-2-
<PAGE> 3
Exhibit 8 Not applicable.
Exhibit 9 Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York and State of New York, on the 11th, day of June, 1998.
U.S. BANK TRUST
NATIONAL ASSOCIATION
By
Geovanni Barris
Assistant Vice President
-3-
<PAGE> 4
Exhibit 7
U.S. BANK TRUST NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 3/31/98
($000'S)
<TABLE>
<CAPTION>
ASSETS 3/31/98
<S> <C>
Cash and Balances Due From Depository Institutions $ 38,088
Federal Reserve Stock 3,426
Fixed Assets 649
Intangible Assets 72,870
Other Assets 6,422
--------
TOTAL ASSETS $121,455
========
LIABILITIES
Other Liabilities 7,912
--------
TOTAL LIABILITIES 7,912
EQUITY
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (8,389)
--------
TOTAL LIABILITIES AND EQUITY CAPITAL $121,455
========
</TABLE>
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By:
Geovanni Barris
Assistant Vice President
Date: June 11, 1998
