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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 1998
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THE CHASE MANHATTAN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5805 13-2624428
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
270 Park Avenue, New York, NY 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 270-6000
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Item 5. Other Events.
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On June 11, 1998, The Chase Manhattan Corporation and the other
registrants named therein filed a Registration Statement on Form S-3 (File Nos.
333-56587, 333-56587-01, 333-56587-02, 333-56587-03, 333-37567, 333-37567-03)
(the "Registration Statement"), which Registration Statement was declared
effective on July 17, 1998. On July 29, 1998, the prospectus included in the
Registration Statement was supplemented in connection with the proposed issuance
and sale, pursuant to such prospectus, as so supplemented, of $250,000,000 of
Chase Capital VI Floating Rate Capital Securities, Series F (Liquidation Amount
$1,000 per Capital Security) (the "Capital Securities"). Attached hereto as
Exhibit 8 is a legal opinion with respect to the Capital Securities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following exhibit is filed with this report:
Exhibit Number Description
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8 Opinion of counsel as to certain federal income tax matters.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
By: /s/ Anthony J. Horan
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Anthony J. Horan
Corporate Secretary
Dated: July 30, 1998
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EXHIBIT INDEX
Exhibit Number Description
8 Opinion of counsel as to
certain federal income tax
matters
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EXHIBIT 8
[Letterhead of Simpson Thacher & Bartlett]
July 29, 1998
Re: Issuance and Sale of Floating Rate Capital
Securities, Series F, by Chase Capital VI
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Chase Capital VI
c/o The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as special tax counsel ("Tax Counsel") to The Chase
Manhattan Corporation, a Delaware corporation (the "Corporation"), and Chase
Capital VI, a statutory business trust organized under the Business Trust Act of
the State of Delaware (the "Trust"), in connection with the preparation and
filing by the Corporation and the Trust with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3 (as
amended, the "Registration Statement") under the Securities Act of 1933, as
amended, and with respect to: (i) the issuance and sale of the Floating Rate
Junior Subordinated Deferrable Interest Debentures, Series F by the Corporation
( the "Series F Subordinated Debentures") pursuant to the Indenture (the
"Indenture"), between the Corporation and The Bank of New York, a New York
banking corporation, as trustee (in such capacity, the "Indenture Trustee") in
the form filed as an exhibit to the Registration Statement; and (ii) the
issuance and sale of Floating Rate Capital Securities, Series F (the "Series F
Capital
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Securities"), and the Series F Common Securities (collectively, the "Series F
Securities") pursuant to the Amended and Restated Trust Agreement (the "Trust
Agreement") among the Corporation, as Depositor, The Bank of New York, as
Property Trustee, The Bank of New York (Delaware), as Delaware Trustee and the
Administrative Trustees named therein, in the form filed as an exhibit to the
Registration Statement. The Series F Capital Securities will be offered for sale
to investors pursuant to the Registration Statement.
The Series F Securities are guaranteed by the Corporation with
respect to the payment of distributions and payments upon liquidation,
redemption and otherwise pursuant to, and to the extent set forth in, the Series
F Guarantee Agreement (the "Series F Guarantee"), between the Corporation and
The Bank of New York, a New York banking corporation, as trustee (in such
capacity, the "Guarantee Trustee"), for the benefit of the holders of the Series
F Securities, in the form filed as an exhibit to the Registration Statement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the Registration
Statement.
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In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement, (ii) the Indenture; (iii) a form of the Series F
Subordinated Debentures; (iv) a form of the Trust Agreement; (v) a form of the
Series F Guarantee; and (vi) a form of the Series F Capital Securities, in the
case of each "form," as such form was filed as an exhibit to the Registration
Statement. Further, we have relied upon certain other statements and
representations contained in the Corporation's letter of representation attached
hereto as Exhibit A. We also have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Corporation and the Trust and such other documents, certificates and records as
we have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination of such material, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies of documents
submitted to us. In addition, we also have assumed that the transactions related
to the issuance of the Series F Subordinated Debentures and the Series F
Securities will be consummated in accordance with the terms of the documents and
forms of documents described herein.
On the basis of the foregoing and assuming that the Trust was formed
and will be maintained in compliance with the terms of the Trust Agreement, we
hereby confirm (i) our opinions set forth in the Registration Statement under
the caption "Certain Federal Income Tax Consequences" and (ii) that, subject to
the qualifications set forth herein and therein, the statements set forth in the
Registration Statement under such caption, insofar as they purport to constitute
summaries of matters of United States federal tax law and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters
described therein in all material respects.
We express no opinion with respect to the transactions referred to
herein or in the
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Registration Statement other than as expressly set forth herein. Moreover, we
note that there is no authority directly on point dealing with securities such
as the Series F Capital Securities or transactions of the type described herein
and that our opinion is not binding on the Internal Revenue Service or the
courts, either of which could take a contrary position.
Recently, a petition was filed in the Unites States Tax Court as a
result of a challenge by the Internal Revenue Service of the petitioner's
treatment as indebtedness of a loan issued in circumstances with similarities
to the issuance of the Series F Subordinated Debentures. Nevertheless, we
believe that if challenged, the opinions we express herein would be sustained
by a court with jurisdiction in a properly presented case.
Our opinion is based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
We are admitted to practice law only in the State of New York and the
opinions we express herein are limited solely to matters governed by the federal
law of the United States.
We hereby consent to the use of our name in the Registration
Statement under the captions "Certain Federal Income Tax Consequences" and
"Validity of Securities".
Very truly yours,
SIMPSON THACHER & BARTLETT
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EXHIBIT A
[Letterhead of The Chase Manhattan Corporation]
July 29, 1998
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (as
amended, the "Registration Statement") related to the issuance and sale of the
Floating Rate Capital Securities, Series F (the "Series F Capital Securities")
by Chase Capital VI, a statutory business trust formed under the laws of the
State of Delaware (the "Trust"), Simpson Thacher & Bartlett, special tax counsel
to the Trust and The Chase Manhattan Corporation, a Delaware corporation (the
"Corporation"), will render its opinion (the "Tax Opinion") with respect to
certain material United States federal income tax consequences related to the
issuance and sale of the Series F Capital Securities. In connection with the
issuance of the Tax Opinion, the undersigned, an officer of the Corporation,
recognizing that Simpson Thacher & Bartlett will rely on this certificate in
delivering the Tax Opinion, hereby certifies as of the date hereof as to the
matters set forth in paragraphs one through six hereof, to the best of his
knowledge and belief after due inquiry and investigation as to such matters.
(Capitalized terms used and not otherwise defined herein shall have the same
meanings ascribed to such terms in the Registration Statement.)
1. The Corporation and the Trust intend to create a
debtor-creditor relationship between the Corporation, as
debtor, and the Trust, as a creditor, upon the issuance and
sale of the Floating Rate Junior Subordinated Deferrable
Interest Debentures, Series F (the "Series F Subordinated
Debentures") to the Trust by the
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Corporation, and the Corporation will (i) record and at all
times continue to reflect the Series F Subordinated Debentures
as indebtedness on its separate books and records for
financial accounting purposes and (ii) treat the Series F
Subordinated Debentures as indebtedness for all United States
tax purposes.
2. The sole assets of the Trust will be the Series F Subordinated
Debentures.
3. The Corporation has no present intent to exercise its right to
defer payments of interest by extending the interest payment
period on the Series F Subordinated Debentures.
4. The Corporation believes that the likelihood that it would
exercise its right to defer payments of interest by extending
the interest payment period on the Series F Subordinated
Debentures at any time during which the Series F Subordinated
Debentures are outstanding is remote because of the
restrictions that would be imposed on the Corporation's
ability to pay dividends on its outstanding equity in the
event it elected to defer payments of interest on the Series F
Subordinated Debentures.
5. The Series F Capital Securities issued by the Trust are
expected to be rated "investment grade" by at least one
nationally recognized statistical credit rating agency.
6. The Corporation expects that it will be able to cause its
wholly-owned subsidiaries to pay dividends to the Corporation
in amounts and at times sufficient to enable the Corporation
to make timely payments of interest and principal on the
Series F Subordinated Debentures.
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The Corporation acknowledges that if any of the foregoing
certifications is inaccurate, the Tax Opinion may not accurately describe the
proper United States federal income tax treatment of the Series F Subordinated
Debentures or the Series F Capital Securities and the discussion set forth in
the Registration Statement under the caption "Certain Federal Income Tax
Consequences" may not accurately describe the United States federal income tax
consequences of the transactions described in the Registration Statement. The
Corporation will promptly and timely notify Simpson Thacher & Bartlett if it
discovers that any of the above certifications ceases to be true, correct or
complete.
Very truly yours,
The Chase Manhattan Corporation
/s/ John C. Wilmot
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By: John C. Wilmot
Title: Managing Director
