<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-56573
[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
This Prospectus may be used by affiliates 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 affiliates may act as principal or
agent in those transactions. Secondary market 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
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.
This prospectus is dated August 21, 1998.
<PAGE> 2
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 Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 28,
1998, March 17, 1998, April 24, 1998, May 20, 1998, June 15, 1998, July 24, 1998
and July 30, 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.
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<PAGE> 3
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
June 30, 1998, we were the largest banking institution in the United States,
with $367 billion in assets and $23 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 June 30, 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.
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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>
SIX MONTHS
ENDED
JUNE 30, 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.... 1.78 1.82 1.66 1.90 1.86 1.62
Including Interest on Deposits.... 1.39 1.43 1.32 1.41 1.42 1.31
Earnings to Combined Fixed Charges
and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits.... 1.75 1.77 1.60 1.82 1.76 1.52
Including Interest on Deposits.... 1.38 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. 333-56573; 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.
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We are a holding company that conducts substantially all of our operations
through 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. Some of the Company Debt Securities may have been issued only
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 interest. The above covenant also does not
restrict the Bank from being consolidated with or merged
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<PAGE> 6
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 that failure to pay or acceleration results from
a default under the instrument giving rise to, or securing, the
indebtedness for money borrowed and is not rescinded or annulled within 30
days after due notice, unless the 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).
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
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<PAGE> 7
rights or powers under the Company Senior Indenture at the request or direction
of any of the holders of Senior Securities, unless the holders 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 the 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 of 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 us from the Internal Revenue
Service or 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 we exercise our 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. We may exercise our defeasance option with respect to a particular
series of Company Senior Securities even if we previously had exercised our
covenant defeasance option. If we exercise our defeasance option, payment of
those Company Senior Securities may not be accelerated because of any Event of
Default. If we exercise our 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 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
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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.
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 $2,650,079,000 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>
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%
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%
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%
November 10, 1995...... 50,000,000............ November 10, 1998...... LIBOR Telerate reset quarterly +0.10%
November 10, 1995...... 25,000,000............ November 10, 2005...... Constant maturity 10 year Treasury Index
minus 0.34%
November 15, 1995...... 10,000,000............ May 15, 2001........... Constant maturity 5 year Treasury Index
minus 0.15%
October 15, 1996....... 400,000,000........... October 15, 1998....... LIBOR reset quarterly
</TABLE>
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<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
------------- ---------------- ------------- ---------------------
<S> <C> <C> <C>
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
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 is 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 June 30, 1998, Senior Indebtedness and
Additional Senior Obligations of the Company aggregated approximately $12.1
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
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<PAGE> 10
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 June 30, 1998, we had approximately $2.8 billion of Company Subordinated
Securities issued and outstanding under the Company Subordinated Indenture and
we had approximately $436 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 June 30, 1998, we had approximately $1.0 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 June
30, 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 June 30, 1998, we had
approximately $3.6 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
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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 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
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
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<PAGE> 12
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 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).
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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.
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 that 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 holders 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 that 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
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<PAGE> 14
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 that 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 that February 15 or August 15. The happening of one or more of the
following events shall 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 that 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 that 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 that 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 Deben-
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tures. 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 that 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 that 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 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 that 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 that 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 that 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 that 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
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<PAGE> 16
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 that 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 that April 1 or October 1.
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 $1,085,000,000 aggregate
principal amount of Subordinated Medium-Term Notes, Series A (the "Subordinated
Series A Notes"), issued and outstanding (or scheduled to be issued) 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
</TABLE>
16
<PAGE> 17
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS
- ------------- ------------------------ ------------- ---------------------
<S> <C> <C> <C>
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 26, 2013........... 7.00%; redeemable on
payment dates on or after
December 26, 2000
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 at prices
varying with the
redemption date
May 6, 1998................. $ 25,000,000............ May 6, 2013................. 6.50%; redeemable on
payment dates on or after
May 6, 2002
June 3, 1998................ $ 25,000,000............ June 3, 2013................ 6.50%; redeemable on
payment dates on or after
June 3, 2002
July 8, 1998................ $ 25,000,000............ July 8, 2013................ 6.50%; redeemable on
payment dates on or after
July 8, 2001
August 20, 1998............. $ 25,000,000............ August 20, 2013............. 6.50%; redeemable on
payment dates on or after
August 20, 2002
August 27, 1998............. $ 25,000,000............ August 27, 2008............. 1.60%; except that in the
event LIBOR falls below
5.0% per annum, the rate
will increase by specified
multiples of the excess of
designated rates and the
prevailing LIBOR rate
</TABLE>
17
<PAGE> 18
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 15, 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 May 17, 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
semiannually 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
semiannually 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.
18
<PAGE> 19
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).
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 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
19
<PAGE> 20
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
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 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 Old Chase Senior 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 Old Chase Senior
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 Old Chase Senior 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
20
<PAGE> 21
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 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 29, 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
21
<PAGE> 22
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 this 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 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 those shares (exclusive
of directors' qualifying shares) to be held directly or indirectly other than by
(i) us or (ii) 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. However, 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 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 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 Subor-
22
<PAGE> 23
dinated 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 of any Old Chase Subordinated Security, (iii) change the rate or rates
(or the method of ascertaining the rate or rates) of interest on any Old Chase
Subordinated Security (except as provided in the Old Chase Subordinated
Indenture or in the Old Chase Subordinated Securities) 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, or the principal amount of, or any premium or interest on,
any Old Chase Subordinated Security 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 an Old
Chase Subordinated Security and to have such capital securities sold in a
secondary offering to the extent provided in that 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 the 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 the 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 that 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 that 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),
23
<PAGE> 24
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 that 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
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 that 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 that 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 that 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 that 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 that 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%.
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<PAGE> 25
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), payable 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 that 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 their principal amount and unpaid interest.
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 that 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 that 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 that 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 that 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.
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<PAGE> 26
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 that April 15
and October 15.
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 that 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 ........ February 24, 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 $150,000,000 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.................. 7.58%
May 25, 1995................... 25,000,000 ......... May 15, 2010................... 7.625%; redeemable
semiannually on or
after May 15, 2000
July 19, 1995.................. 25,000,000 ......... July 15, 2010.................. 7.20%; redeemable
semiannually on or
after July 15, 2000
February 15, 1996.............. 25,000,000 ......... February 15, 2011.............. 6.60%; redeemable
semiannually on or
after February 15, 2000
</TABLE>
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<PAGE> 27
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. The Old Chase
Subordinated Series C 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 C Note that is redeemable is 100% of its principal
amount, plus accrued and unpaid interest, if any, to the date of redemption.
<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%; redeemable on
payment dates on or
after June 15, 1998
February 1, 1996............... 25,000,000 ......... February 1, 2011............... 6.75%; redeemable
quarterly on or after
February 1, 1998
February 1, 1996............... 25,000,000 ......... February 1, 2011............... 6.75%; redeemable
quarterly 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.
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 the
Company 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.
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<PAGE> 28
The 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 the subordination of the MHC Subordinated Securities, 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, bankruptcy or reorganization. In case certain events of insolvency
with respect to the Company occur and are continuing with respect to any
outstanding series of MHC Subordinated Securities designated as Primary Capital
Securities (including the 8 1/2% February 15, 1999 Notes referred to below)
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.
Holders of any series of MHC Subordinated Securities designated as Primary
Capital may not accelerate the maturity of those MHC Subordinated Securities
upon the occurrence of an Event of Default, other than upon certain events
involving our insolvency, bankruptcy or reorganization.
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
28
<PAGE> 29
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.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED
CAPITAL NOTES DUE 1999
The only series of MHC Subordinated Securities outstanding as of the date
of this prospectus is the 8 1/2% Subordinated Capital Notes Due 1999 (the
"8 1/2% February 15, 1999 Notes"). The 8 1/2% February 15, 1999 Notes were
designated as Primary Capital Securities upon issuance. They 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 that 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"), 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 that 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 De-
29
<PAGE> 30
positary 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 the 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 accounts
of participants on its book-entry registration and transfer system 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 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 equal aggregate principal amount as
the permanent global Debt Security, in denominations of $1,000 and integral
multiples of $1,000. 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 of Debt
Securities for any purpose under the Indentures. 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.
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<PAGE> 31
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 those 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.
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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. You should also refer 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 June 30, 1998, we had 881,534,410
shares of Common Stock issued (including 28,620,447 shares held in treasury) and
had reserved approximately 148,209,447 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 distributions 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 of each series.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of 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.
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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
table which follows:
<TABLE>
<CAPTION>
STATED VALUE AND OUTSTANDING AT EARLIEST RATE IN EFFECT AT
REDEMPTION PRICE JUNE 30, REDEMPTION JUNE 30,
PER SHARE(A) SHARES 1998 DATE 1998
---------------- ------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
10.50% Cumulative............... 25.00 5.6 140 9/30/1998(b) 10.500
Adjustable Rate, Series L
Cumulative.................... 100.00 2.0 200 6/30/1999 5.040(c)
Adjustable Rate, Series N
Cumulative.................... 25.00 9.1 228 6/30/1999 5.100(c)
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................. 50.00 4.0 200 6/30/2003 4.96(d)
</TABLE>
- ---------------
(a) Redemption price is price indicated in table, plus includes accrued but
unpaid dividends, if any.
(b) The 10.50% Cumulative Preferred Stock will be redeemed on September 30,
1998.
(c) 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.
(d) Dividends on this 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 June 30, 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
on the Fixed/Adjustable Rate 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.
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 that 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
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,
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<PAGE> 34
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 June 30, 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, even if 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 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 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.
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.
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<PAGE> 35
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 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 accounts of
participants on its book-entry registration and transfer system 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 at any time
the Depositary ceases to be registered under the Exchange Act; or
(b) We determine in our discretion that the Global Preferred 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 of Preferred Stock. 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.
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<PAGE> 36
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
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.
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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 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............................. 19
Description of MHC Subordinated
Securities............................. 27
Permanent Global Debt Securities......... 29
Description of Capital Stock............. 32
Experts.................................. 36
</TABLE>
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[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN
CORPORATION
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
--------------------
PROSPECTUS
--------------------
AUGUST 21, 1998
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