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Filed pursuant to Rule 424(b)(3)
File No. 333-83749
[LOGO]
THE CHASE MANHATTAN CORPORATION
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan of The Chase Manhattan Corporation provides our
stockholders:
o a simple and convenient method of investing in our common stock by
reinvesting cash dividends on our common stock, preferred stock or
depositary shares in our common stock, and
o no trading fees or service charges for your purchases.
The Dividend Reinvestment Plan allows you to:
o reinvest all or part of your common stock dividends in additional shares
of our common stock;
o reinvest all (but not part) of your dividends on our preferred stock or
depositary shares in additional shares of our common stock;
o deposit stock into the Plan; and
o sell shares held in the Plan.
We have registered 3,000,000 shares of common stock for sale under the Dividend
Reinvestment Plan by use of this prospectus. You should keep this prospectus for
future reference.
Our common stock is listed on the New York Stock Exchange under the ticker
symbol "CMB" and on the London Stock Exchange. On July 23, 1999, the last
reported sale price of the common stock on the New York Stock Exchange was
$81 9/16 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE COMMON STOCK OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is July 26, 1999.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION. WE ARE NOT MAKING AN OFFER OF SECURITIES IN ANY PLACE 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
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Where You Can Find More Information
About Chase.................................. 3
The Chase Manhattan Corporation................ 4
The Plan....................................... 4
Purpose...................................... 4
Advantages................................... 4
Administration............................... 5
Costs........................................ 5
Participation................................ 5
Safekeeping.................................. 7
Purchases.................................... 7
Federal Income Tax Consequences.............. 8
Reports to Participants...................... 9
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Discontinuation of Participation in the
Plan...................................... 9
Withdrawal of Shares of Common
Stock from Plan Accounts.................. 10
Other Information............................ 10
Use of Proceeds................................ 12
Description of Capital Stock................... 12
Common Stock................................. 12
Preferred Stock.............................. 12
Legal Matters.................................. 15
Experts........................................ 15
Indemnification................................ 15
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WHERE YOU CAN FIND MORE INFORMATION ABOUT CHASE
The Chase Manhattan Corporation ("Chase," which may be referred to as "we" or
"us") files annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. 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 about 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 in documents 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 that we file with the SEC will update and
supersede that information.
We incorporate by reference the documents listed below and any future filings we
make 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) Our Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
(c) Our Current Reports on Form 8-K, dated January 19, 1999, March 16, 1999,
March 24, 1999, April 20, 1999, May 21, 1999, June 3, 1999, July 14, 1999
and July 22, 1999; and
(d) The description of our common stock contained in our registration statements
filed pursuant to Section 12 of the Securities Exchange Act of 1934, and any
amendment or report filed for the purpose of updating that description.
YOU MAY REQUEST A COPY OF THE FILINGS DESCRIBED ABOVE, 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, NEW YORK 10017
212-270-4040
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THE CHASE MANHATTAN CORPORATION
We are a Delaware corporation registered as a bank holding company. Through
various subsidiaries, we conduct domestic and international financial services
businesses. We are one of the largest bank holding companies in the United
States, with $357 billion in assets and $23 billion in stockholders' equity as
of June 30, 1999.
Our principal bank subsidiaries are The Chase Manhattan Bank, a New York banking
corporation headquartered in New York City, Chase Manhattan Bank USA, National
Association, headquartered in Delaware, and Chase Bank of Texas, National
Association, headquartered in Texas. Our principal nonbank subsidiary is Chase
Securities Inc., which is engaged in securities underwriting and dealing.
Our principal executive office is located at 270 Park Avenue, New York, New York
10017. Our telephone number is (212) 270-6000.
THE PLAN
The following is a question-and-answer statement of the terms of Chase's
Dividend Reinvestment Plan (the "Plan") in effect on the date of this
prospectus.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides holders of record of our common stock or Other Eligible
Securities, described below, with a simple and convenient way to invest the cash
dividends on those securities in our common stock without paying any trading
fees or service charges for that investment. The shares available under the Plan
will be acquired either directly from us or in the open market, as we determine
from time to time. If you acquire them from us, we will receive additional funds
for general corporate purposes.
As of the date of this prospectus, our "Other Eligible Securities" consist of
the following securities:
o Our 10.96% Preferred Stock, stated value $25 per share;
o Our Adjustable Rate Cumulative Preferred Stock, Series L, stated value $100
per share;
o Our 9.76% Preferred Stock, stated value $25 per share;
o Our Adjustable Rate Cumulative Preferred Stock, Series N, stated value $25 per
share;
o Our 10.84% Preferred Stock, stated value $25 per share; and
o Our Fixed/Adjustable Rate Noncumulative Preferred Stock, stated value $100 per
share.
If we issue in the future any preferred stock, depositary shares or securities
convertible into common stock, those securities will also become Other Eligible
Securities under the Plan.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
If you elect to participate in the Plan, you can benefit from the following
advantages:
o NO TRADING FEES OR SERVICE CHARGES FOR REINVESTMENT. If you elect to
participate in the Plan, you will not pay any trading fees or service charges
in connection with your reinvestment of dividends in our common stock.
o FULL INVESTMENT, INCLUDING FRACTIONAL SHARES. Fractions of shares, as well as
whole shares, will be credited to your Plan account. Dividends on those
fractions will also be reinvested and credited to your Plan account.
o DOLLAR COST AVERAGING. As a Plan participant you can take advantage of dollar
cost averaging through regular and consistent purchases of common stock under
the Plan.
o CERTIFICATE SAFEKEEPING. You can avoid the need for safekeeping of
certificates for shares purchased under the Plan through the safekeeping
service described below.
o SIMPLIFIED RECORDKEEPING. As a Plan participant you will receive a quarterly
statement of account, which will simplify your recordkeeping.
In addition, if you are a holder of record of common stock, you may:
o Elect to have all or only a specified portion of the dividends on your common
stock reinvested under the Plan; and/or
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o Deposit certificates for your common stock in your Plan account for
safekeeping.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
ChaseMellon Shareholder Services, L.L.C. (the "Plan Administrator") administers
the Plan, keeps records, sends Plan account statements to participants and
performs other duties under the Plan. You may contact the Plan Administrator as
follows:
BY TELEPHONE:
1-800-758-4651
BY MAIL:
ChaseMellon Shareholder Services, L.L.C.
Dividend Reinvestment Department
P.O. Box 3336
South Hackensack, New Jersey
07606-1936
The above telephone number will also allow you to access the Plan
Administrator's interactive voice response (IVR) system, which will permit you
to transact business under the Plan by telephone. You must obtain a personal
identification number (PIN) from the Plan Administrator to access this system.
This system will be subject to change at any time.
COSTS
4. HOW MUCH DOES IT COST TO PARTICIPATE IN THE PLAN?
Nothing. You will not incur trading fees or service charges for your purchases
of our common stock under the Plan. We will pay all administrative costs, as
well as all fees, commissions and other expenses incurred in connection with
purchases of our common stock under the Plan. However, you will incur certain
costs if you elect to withdraw fractional shares from the Plan or if you sell
shares upon your withdrawal from the Plan. See Questions 21 and 22 below for an
explanation of those costs.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
If you are a holder of record of our common stock or Other Eligible Securities,
you are eligible to participate in the Plan. You are a holder of record if your
shares of common stock or Other Eligible Securities are registered in your own
name rather than in the name of a bank, custodian or nominee.
If your shares of common stock or Other Eligible Securities are registered in
the name of a broker, nominee or other person and not in your own name, you are
a beneficial owner rather than a holder of record. In that case, in order to
become eligible to participate in the Plan, you must either become a holder of
record by having those securities transferred to your own name or make
appropriate arrangements with your nominee to participate on your behalf.
In general, if you are a nominee holding common stock or Other Eligible
Securities on behalf of a beneficial owner, you may participate in the Plan and
make elections with respect to the common stock and Other Eligible Securities of
that beneficial owner to the same extent as the beneficial owner could if it
held the securities in its own name. If you are a nominee or broker and wish to
participate in the Plan, you should contact the Dividend Reinvestment Department
of the Plan Administrator at 1-800-758-4651.
Once you become a participant in the Plan, you may continue to participate in
the Plan as long as you are the record holder of common stock or Other Eligible
Securities or the Plan Administrator holds at least one full share of common
stock beneficially owned by you in your Plan account.
You may not transfer your right to participate in the Plan to another person.
6. HOW DO I JOIN THE PLAN?
If you are eligible to participate, you may join the Plan by signing an
Authorization Card, as described under Question 9 below, and returning it to the
Plan Administrator. You may obtain an Authorization Card and further information
about the Plan by writing to the Plan Administrator at the address set forth
under Question 3 above.
In addition, if you are a holder of record of common stock, you may elect to
participate in the Plan by depositing your certificates for common stock with
the Plan Administrator. Upon that deposit, you will begin to receive dividend
reinvestment on the shares deposited.
7. DOES THE PLAN PERMIT PARTIAL REINVESTMENT?
The Plan permits partial reinvestment of dividends on common stock but not on
Other Eligible Securities.
If you are a record holder of shares of our common stock, you may elect to have
dividends on all or
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any whole number of those shares reinvested under the Plan by indicating on the
applicable Authorization Card the number of shares as to which you are
authorizing reinvestment, as described under Question 9 below. After you make an
initial election to reinvest dividends on less than all of your shares of common
stock, you may reduce or increase the number of shares to which dividend
reinvestment will apply by submitting to the Plan Administrator a new
Authorization Card indicating your new election.
In order to have dividends on any class of Other Eligible Securities reinvested
under the Plan, you must elect to reinvest the dividends on all shares of that
class of Other Eligible Securities that are registered in your name. However, if
you hold shares of more than one class of Other Eligible Securities, or if you
hold Other Eligible Securities and common stock, you may elect to participate in
the Plan with respect to any number of those classes of securities, subject to
the applicable provisions described above with respect to each particular class.
If you are a nominee that holds our common stock or Other Eligible Securities on
behalf of more than one beneficial owner, you may participate in the Plan on
behalf of fewer than all of those beneficial owners. In addition, you may make
elections under the Plan on behalf of any particular beneficial owner to the
same extent as the beneficial owner could if that beneficial owner held the
shares of common stock or Other Eligible Securities in his or her own name.
8. WHEN MAY I JOIN THE PLAN?
If you are eligible to participate, you may join the Plan at any time. If the
Plan Administrator receives your Authorization Card with respect to a particular
class of securities on or before the record date for a dividend payment on that
class of securities, reinvestment of dividends on that class of securities will
begin with that dividend payment. However, if the Plan Administrator receives
your Authorization Card after the record date, reinvestment of dividends on that
class of securities will begin with the dividend payment date following the next
record date.
Dividend payment dates with respect to our common stock and Other Eligible
Securities are typically as follows:
OTHER
ELIGIBLE
COMMON STOCK SECURITIES
January 31 March 31
April 30 June 30
July 31 September 30
October 31 December 31
The record dates for dividends on our common stock are generally the sixth day
of the month in which the dividend payment date falls. The record dates for
dividends on our Other Eligible Securities are generally the fifteenth day of
the month in which the dividend payment date falls.
9. WHAT DO THE AUTHORIZATION CARDS PROVIDE?
There are two types of Authorization Cards that you may submit under the Plan.
Both types provide for the purchase of our common stock, but one relates solely
to reinvestment of dividends on our common stock and the other relates to
reinvestment of dividends on our Other Eligible Securities. Each type of
Authorization Card directs us to pay to the Plan Administrator the cash
dividends on the securities specified by you that otherwise would be payable to
you so that the Plan Administrator can reinvest that cash in our common stock in
accordance with the Plan.
COMMON STOCK AUTHORIZATION CARD. When completing the Authorization Card relating
solely to common stock, you must indicate:
o whether you are electing full or partial reinvestment;
o if you are electing partial reinvestment, the number of shares as to which you
are electing reinvestment; and
o whether you are electing to deposit common stock certificates with the Plan
Administrator for safekeeping. If you elect to use this safekeeping feature:
o dividends on all shares deposited will be reinvested in our common
stock; and
o you must follow the instructions set forth under Question 10 below.
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OTHER ELIGIBLE SECURITIES AUTHORIZATION CARD. When completing the Authorization
Card relating to Other Eligible Securities, you must check the box adjacent to
each class of securities as to which you are electing reinvestment. Dividends on
all shares of each class specified that are registered in your name will be
reinvested.
CHANGING YOUR ELECTION. You may change any election made under the Plan by
submitting a new Authorization Card indicating the new election to the Plan
Administrator at the address set forth under Question 3 above.
SAFEKEEPING
10. DOES THE PLAN ADMINISTRATOR PROVIDE FOR SAFEKEEPING OF SHARE CERTIFICATES?
Yes. Unless you request otherwise, the shares of common stock you purchase under
the Plan will not be delivered to you but instead will be held in a Plan account
in your name, protecting them from loss, theft or destruction. If you wish to
receive your shares rather than having them held by the Plan Administrator,
please see the information under Question 21 below.
In addition, as a participant in the Plan, you may at any time deposit
certificates for shares of our common stock held of record by you. If you wish
to use this safekeeping feature of the Plan, you should send your certificates
to the Plan Administrator, together with an appropriately completed
Authorization Card or a written request that the shares be added to your Plan
account. You should send these certificates by registered mail, return receipt
requested, and should insure them in an amount sufficient to cover the bond
premium that would be charged to replace the certificates if they were lost or
destroyed.
Dividends on shares of common stock deposited for safekeeping will be reinvested
under the Plan. Your quarterly statement of account will show the total number
of shares of our common stock deposited in your Plan account as part of the
Plan's safekeeping feature.
We provide the safekeeping feature described above free of charge. This feature
is available for common stock certificates only and not for certificates
representing Other Eligible Securities. Safekeeping is only available for
certificates registered in the name of the applicable Plan participant.
PURCHASES
11. WHAT IS THE SOURCE OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE UNDER
THE PLAN?
At our discretion, the shares of common stock purchased under the Plan will be:
o authorized but unissued shares purchased directly from Chase;
o shares purchased directly from Chase's treasury;
o shares purchased in the open market; or
o shares purchased by a combination of the above.
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR MY ACCOUNT?
The number of shares purchased for your account will depend on the amount of
dividends you choose to reinvest under the Plan and the purchase price of our
common stock at the time of the reinvestment.
Each participant's Plan account will be credited with the number of shares of
our common stock, including fractional shares computed to the nearest ten
thousandth (four decimal places), equal to (1) the total dollar amount of
dividends to be invested by the participant divided by (2) the purchase price
per share of our common stock, determined as described under Question 14 below.
13. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Purchases of authorized but unissued shares of our common stock and shares of
common stock held in our treasury will be made on the dividend payment date of
the common stock or Other Eligible Securities as to which you have elected
dividend reinvestment. The Plan account of each participant will be credited on
that dividend payment date with the number of shares of our common stock
purchased for that participant under the Plan on that date.
Purchases of shares of our common stock in the open market will begin on the
dividend payment date for the common stock or Other Eligible Securities as to
which you have elected dividend reinvestment and will be completed as soon as
reasonably practicable but not later than 90 days after that date, unless we
determine that completion at a later date is necessary or advisable under
applicable federal securities laws. The Plan Administrator is authorized to
determine whether those open market purchases will be made on a securities
exchange on which our common stock is traded, in the over-the-counter market or
by
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negotiated transactions. The Plan Administrator may agree on the price, delivery
and other terms of those purchases. Neither we nor any Plan participant will
have any authority to direct the time or price of any purchase of common stock
for the Plan or to select the broker or dealer through which the Plan
Administrator will make those purchases. Neither we nor the Plan Administrator
will be responsible if applicable law or the closing of the securities markets
results in a temporary curtailment of open market purchases of our common stock
for the Plan.
14. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
If the shares of common stock purchased under the Plan are newly issued shares
or treasury shares, the price per share to all participants that elected to
reinvest an applicable dividend payment will be the average, computed to the
nearest ten thousandth (four decimal places), of the daily high and low sale
prices of our common stock on the New York Stock Exchange Composite Transactions
Tape on the last ten trading days of the month in which the record date for that
dividend payment occurred. We refer to that ten-trading-day period as the
"Pricing Period". If on any trading day during the applicable Pricing Period our
common stock is not traded on the New York Stock Exchange or another market
included in the composite transactions, the price per share for that day will be
based on the reported prices for the most recent preceding trading day on which
our common stock was traded on the New York Stock Exchange or other relevant
market.
In the case of purchases of our common stock in the open market, the price per
share to all participants that elected to reinvest an applicable dividend
payment will be the average purchase price of all shares of our common stock
purchased for the accounts of all participants who elected to reinvest dividends
payable on that dividend payment date.
15. WILL CERTIFICATES BE ISSUED TO ME FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?
Shares of common stock purchased for you under the Plan will be registered in
the name of a nominee of the Plan Administrator, as agent for the Plan
participants. The number of shares credited to you will be shown on your
statement of account under the Plan. As a result, unless you request otherwise
as described under Question 21 below, share certificates will not be delivered
to you. If you do make a request for share certificates, only certificates for
whole shares of common stock will be delivered to you. Certificates for
fractional shares will not be issued.
FEDERAL INCOME TAX CONSEQUENCES
16. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
If the shares of our common stock purchased with your reinvested dividends under
the Plan are purchased directly from us, you will be treated as having received
on the dividend payment date a taxable dividend equal to the fair market value
of the common stock purchased for your account under the Plan with those
dividends, rather than the amount of cash dividends otherwise payable to you.
For this purpose, "fair market value" means the average of the high and low
sales prices of the common stock on the New York Stock Exchange Composite Tape
on the dividend payment date.
If the shares of our common stock purchased under the Plan with your reinvested
dividends are purchased in the open market, you will be treated as having
received on the dividend payment date a taxable dividend equal to the amount of
cash dividends used to make those purchases, plus the amount of any trading fees
paid by us in connection with those purchases.
Your tax basis in the shares of common stock purchased with your reinvested
dividends will equal the amount treated as a taxable dividend, as described
above. Your holding period for those shares for tax purposes will begin on the
day after the applicable dividend payment date in the case of shares purchased
from us and on the day after the shares are credited to your account in the case
of shares purchased on the open market.
You will not realize taxable income on the receipt of a certificate for whole
shares of our common stock credited to your Plan account, either upon withdrawal
of those shares from your Plan account or upon termination of the Plan. You may
realize taxable gain or loss, however, when you sell or otherwise dispose of
those shares or when you receive a cash payment from us for fractional shares
withdrawn from your account. Generally, that gain or loss, if any, will be the
difference between the amount you realize upon the disposition and the tax basis
of the disposed share (or fractional share), and will be a capital gain or
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loss if you held the shares (or fractional shares) as a capital asset.
We will report to you and the Internal Revenue Service information sufficient to
inform you of the amounts that will constitute dividend income as described
above.
We urge you to consult with your own tax advisor to determine the particular tax
consequences to you of your participation in the Plan.
17. HOW WILL INCOME TAX WITHHOLDING PROVISIONS BE APPLIED TO FOREIGN
PARTICIPANTS?
If you are a foreign participant whose income is subject to U.S. federal income
tax withholding, for purposes of calculating the amount to be withheld, we will
treat you as having received the same amount of dividend income as if you were a
domestic participant, as described under Question 16 above. The amount of tax
will be withheld from your dividend income and only the net amount of dividend
income will be credited to your account in shares of common stock.
We will indicate the amount of tax withheld on your statement of account. If you
believe the tax has been withheld in error, you may file a claim for refund with
the Internal Revenue Service.
REPORTS TO PARTICIPANTS
18. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
As a participant in the Plan, you will receive a quarterly statement of account
that will include information regarding the shares of our common stock purchased
for your account under the Plan during the quarter, as well as the number of any
shares of common stock deposited in your Plan account as part of the Plan's
safekeeping features. Your fourth quarter statement will show all reinvested
dividends and all transactions, including a record of all purchases, for the
year. You should retain that statement for tax purposes.
You will also receive copies of our annual and quarterly reports to
stockholders, proxy statements and information for income tax reporting
purposes.
DISCONTINUATION OF PARTICIPATION IN THE PLAN
19. MAY I DISCONTINUE MY PARTICIPATION IN THE PLAN?
You may, with respect to the common stock or Other Eligible Securities owned by
you, discontinue reinvestment of dividends on those securities at any time and
begin receiving cash dividends on those securities by following the procedures
set forth under Question 20 below. However, we will continue to reinvest
dividends on shares credited to your Plan account, whether those shares were
credited as part of the Plan's safekeeping features or acquired through dividend
reinvestment, until you elect to withdraw those shares in accordance with the
procedures outlined under Question 21 below.
You may withdraw shares of common stock credited to your Plan account and begin
receiving cash dividends directly on those shares. Alternatively, you may
withdraw shares from your Plan account without discontinuing dividend
reinvestment on them. The procedures for either of those actions are set forth
under Question 21 below.
You may, of course, discontinue participation and withdraw entirely from the
Plan at any time.
20. HOW DO I DISCONTINUE REINVESTMENT OF DIVIDENDS ON THE COMMON STOCK OR OTHER
ELIGIBLE SECURITIES?
You may direct the Plan Administrator at any time to discontinue reinvesting
dividends on common stock or Other Eligible Securities held by you. You may give
this direction in writing by mailing it to the Plan Administrator at the address
set forth under Question 3 above or by using the interactive voice response
system described under Question 3 above.
If the Plan Administrator receives your direction on or after the record date
for a particular dividend payment, that dividend payment will be reinvested for
your account in accordance with your previous instructions. In that event, your
instruction to discontinue reinvestment will become effective with respect to
the next dividend payment.
You may discontinue dividend reinvestment with respect to any or all of your
shares of common stock. To change the number of shares of common stock as to
which you are electing dividend reinvestment, you must follow the procedures set
forth under Question 9 above.
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After you discontinue reinvestment of dividends on any class of Other Eligible
Securities, all cash dividends on that class of Other Eligible Securities held
by you will be paid to you by check unless you reenroll in the Plan. You may
reenroll at any time.
If you elect to discontinue reinvesting dividends on our common stock or Other
Eligible Securities, you may also elect to either withdraw the shares of common
stock credited to your Plan account or retain any or all of those shares in that
account. We will continue to reinvest all cash dividends on any shares of common
stock not withdrawn from your Plan account.
WITHDRAWAL OF SHARES OF COMMON STOCK FROM PLAN ACCOUNTS
21. HOW DO I WITHDRAW SHARES OF COMMON STOCK FROM MY PLAN ACCOUNT?
You may instruct the Plan Administrator in writing to withdraw all or some of
the shares of common stock credited to your Plan account. You must mail the
notice to the Plan Administrator at the address set forth under Question 3 above
or use the interactive voice response system described under Question 3. In
either case, you must specify the number of shares to be withdrawn. We will
issue certificates for all whole shares withdrawn by you but will not issue
certificates for fractional shares. If the Plan Administrator receives the
notice of withdrawal on or after the record date for a particular dividend
payment, that dividend will be reinvested for your account.
After you withdraw shares of common stock from your Plan account, cash dividends
on those shares will be reinvested in accordance with your instructions as
described below.
If you have elected full dividend reinvestment on all shares of common stock
held of record by you, the cash dividends on the shares withdrawn from the Plan
will continue to be reinvested. If you have not elected full reinvestment, only
the dividends on the number of shares as to which you had elected reinvestment
will be reinvested. You may change any election previously made by submitting a
new Authorization Card.
If you hold only Other Eligible Securities, upon withdrawal of shares of common
stock from your Plan account, we will pay all dividends on those withdrawn
shares of common stock in cash, unless you elect dividend reinvestment on those
shares. You may make that election at any time.
If you wish to sell the shares of common stock you are withdrawing from your
Plan account, you may request the Plan Administrator, either in writing or by
using the interactive voice response system described under Question 3 above, to
cause those shares to be sold at market rates through a financial institution
chosen by the Plan Administrator. The Plan Administrator will mail to you the
proceeds of the sale, less the applicable service fee and trading fees.
22. WHAT HAPPENS TO ANY FRACTION OF A SHARE WHEN I WITHDRAW ALL SHARES FROM MY
PLAN ACCOUNT?
The Plan Administrator will sell any fractional share of common stock withdrawn
from your Plan account and will mail the sale price, less the applicable service
fee and trading fees, to you in cash, together with any certificates for whole
shares you have withdrawn from your account.
23. WHAT HAPPENS TO MY PLAN ACCOUNT IF I SELL ALL THE COMMON STOCK OR OTHER
ELIGIBLE SECURITIES HELD IN MY NAME?
If you transfer or sell all the common stock or Other Eligible Securities
registered in your name, the Plan Administrator will continue to reinvest the
dividends on the shares of common stock credited to your Plan account, unless
you elect to withdraw those shares as described under Section 21 above.
OTHER INFORMATION
24. WHAT HAPPENS IF CHASE HAS A COMMON STOCK RIGHTS OFFERING, ISSUES A COMMON
STOCK DIVIDEND OR DECLARES A COMMON STOCK SPLIT?
If you are entitled to participate in a rights offering, your entitlement will
be based upon your total holdings, including the shares registered in your name,
as well as the shares, including fractional shares, credited to your Plan
account. Any shares we distribute as a result of a stock dividend or stock split
on shares credited to your Plan account will be added to your Plan account.
25. WHAT HAPPENS UPON CONVERSION OF CONVERTIBLE OTHER ELIGIBLE SECURITIES?
If you own convertible Other Eligible Securities and they are converted into
common stock, the dividends on the shares of common stock issued upon conversion
will not be reinvested unless you are already a holder of common stock and have
elected full dividend reinvestment under the Plan or
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unless you submit a new Authorization Card instructing that dividends on the
shares issued upon conversion be reinvested. Dividends on shares previously
credited to your Plan account will continue to be reinvested unless you withdraw
them as described above.
26. HOW WILL MY PLAN SHARES BE VOTED AT A MEETING OF STOCKHOLDERS?
All shares credited to your Plan account will be voted as you direct. We will
send you a proxy card in connection with any meeting of stockholders of Chase.
The proxy card will cover all whole shares registered in your name as well as
whole shares credited to your Plan account. If you sign and return your proxy
card but fail to indicate any instructions, the proxies will vote your shares in
accordance with the recommendations of our board of directors or, if no
recommendation has been made by the board, in accordance with their discretion.
If you fail to return the proxy card, or if you return it unsigned, your shares
of common stock will not be voted unless you or your authorized representative
votes in person at the meeting.
27. WHAT ARE THE RESPONSIBILITIES OF CHASE AND THE PLAN ADMINISTRATOR UNDER THE
PLAN?
Neither we nor the Plan Administrator will be liable for any act done in good
faith or any good faith omission to act. Without limiting the previous sentence,
we will not be liable for any claim relating to:
o a failure to terminate a Plan account upon a participant's death;
o any prices at which shares are purchased or sold;
o the time at which any purchase or sale is made under the Plan; or
o any fluctuation in the market value of our common stock.
Neither we nor the Plan Administrator can provide you with any assurance of
profit from your participation in the Plan or with any protection from loss on
the value of our common stock.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While we hope to continue the Plan indefinitely, we reserve the right to
suspend, terminate or modify it at any time. You will be notified of any such
suspension, termination or modification. Upon termination of the Plan, we will
issue certificates for whole shares credited to your Plan account and will pay
you cash for any fraction of a share credited to your account. If you become a
Plan participant and we subsequently terminate the Plan and establish another
dividend reinvestment plan, unless you instruct us otherwise, we will
automatically enroll you in the new plan and transfer all shares credited to
your Plan account to the other dividend reinvestment plan.
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USE OF PROCEEDS
We do not know how many shares of our common stock we will sell under the Plan
or the prices at which any sales will be made. However, we intend to add any
proceeds we receive from the sale of newly issued or treasury shares of our
common stock to our general funds. Those proceeds will be available for general
corporate purposes, which may include investing in or extending credit to our
subsidiaries. We are unable to estimate the amount of proceeds that we will
devote to any specific purpose.
DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should also refer to our certificate
of incorporation, including the certificates of designation for our outstanding
series of preferred stock. Our certificate of incorporation is filed as an
exhibit to the registration statement of which this prospectus is a part. You
should also refer to the applicable provisions of the Delaware General
Corporation Law.
COMMON STOCK
As of June 30, 1999, we were authorized to issue up to 1,500,000,000 shares of
common stock. At that date, we had 881,860,876 shares of common stock issued
(including 49,397,932 shares held in treasury) and had reserved approximately
115,805,470 shares of common stock for issuance under various employee and
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, all voting
rights are vested in the holders of our common stock. Holders of our 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 will not be able to elect
any directors.
In the event of our voluntary or involuntary liquidation, dissolution or winding
up, the holders of our common stock will be entitled to share equally in any of
our assets available for distribution after we have paid in full all of our
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 our common stock are fully paid and
nonassessable. Holders of our common stock are not entitled to preemptive
rights. Our common stock is 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 our common stock.
PREFERRED STOCK
Under our certificate of incorporation, our board of directors is authorized,
without further stockholder action, to issue 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.
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As of the date of this prospectus, we have six series of preferred stock issued
and outstanding, as described in the following table:
<TABLE>
<CAPTION>
STATED VALUE AND
REDEMPTION EARLIEST
PRICE PER OUTSTANDING AT REDEMPTION RATE IN EFFECT AT
SHARE(A) SHARES JUNE 30, 1999 DATE JUNE 30, 1999
---------------- ---------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Adjustable Rate, Series L
Cumulative..................... $ 100.00 2.0 $200 6/30/1999 4.704%(b)
Adjustable Rate, Series N
Cumulative..................... 25.00 9.1 228 6/30/1999 4.76%(b)
9.76% Cumulative............... 25.00 4.0 100 9/30/1999 9.76%
10.96% Cumulative.............. 25.00 4.0 100 6/30/2000 10.96%
10.84% Cumulative.............. 25.00 8.0 200 6/30/2001 10.84%
Fixed/Adjustable Rate
Noncumulative.................. 50.00 4.0 200 6/30/2003 4.96%(c)
</TABLE>
- ------------------
(a) Redemption price is price indicated, plus accrued and unpaid dividends.
(b) Floating rates are based on certain U.S. treasury rates. The minimum rate is
4.50% and the maximum rate is 10.50%.
(c) For dividend periods beginning on or after July 1, 2003, dividends will be
at a floating rate based on certain U.S. treasury rates, but subject to a
minimum rate of 5.46% and a maximum rate of 11.46%. The amount of dividends
may be adjusted and the series may be redeemed in the event of certain
amendments to the Internal Revenue Code relating to the dividends-received
deduction.
RANKING. All our outstanding series of preferred stock have the same rank. All
our outstanding series of preferred stock have preference over our 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 our board of directors, on each March
31, June 30, September 30 and December 31. Dividends on all outstanding series
of preferred stock, other than our 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
period.
We may not declare or pay any dividends on any series of preferred stock for any
dividend period, unless we have declared and paid, or at that time we declare
and pay, full dividends, including any unpaid cumulative dividends, for that
dividend period on all other series of preferred stock that rank equally with or
senior to that series. If we do not pay in full the dividends on those equally-
and senior-ranking series, we may only declare dividends proportionately, so
that the dividends declared on that series of preferred stock and each other
equally- or senior-ranking series will bear to each other the same ratio that
accrued dividends per share on that series of preferred stock and those other
series bear to each other. In addition, generally, unless we have paid full
dividends, including any cumulative dividends still owing, on all outstanding
shares of any series of preferred stock, we may not declare or pay dividends on
our common stock and may not redeem or purchase any common stock. We will not
pay interest or any other money in lieu of interest on any dividends on our
outstanding preferred stock that are in arrears.
RIGHTS UPON LIQUIDATION; REDEMPTION. In the event of our liquidation,
dissolution or winding up, before we make any distribution of assets to our
common stockholders, we will pay holders of our outstanding preferred stock
liquidating distributions in the applicable amount indicated in the table
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above, plus accrued and unpaid dividends, if any. Each outstanding series of
preferred stock is redeemable at the redemption price indicated in the table
above, plus accrued and unpaid dividends, if any, to the date of redemption.
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 on 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 directors at that annual meeting. Each director elected by the
holders of our preferred stock will continue to serve as a director for the full
term for which he or she has been elected, even if prior to the end of that term
we have paid all dividend arrearages in full.
All outstanding series of our preferred stock, other than our 10.96% Cumulative
Preferred Stock and our 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:
o create any class or series of stock having a preference over any outstanding
series of preferred stock; or
o make any change to our certificate of incorporation that would adversely
affect the voting powers or other rights of the holders of a series of
preferred stock.
Those series of preferred stock also state that if the amendment does not
adversely affect all series of outstanding preferred stock, then the amendment
will only need the approval of holders of at least two-thirds of the shares of
the series of preferred stock adversely affected.
The 10.96% Cumulative Preferred Stock and Adjustable Rate, Series L Cumulative
Preferred Stock each provide that:
o 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 our certificate of incorporation that would adversely affect the powers,
preferences, privileges or rights of that series; and
o the consent of the holders of at least two-thirds of the voting power of that
series and each of the series of the 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 senior to that series as to dividends or upon
liquidation, or any other security or obligation convertible into or
exercisable for any such senior-ranking stock.
MISCELLANEOUS. No series of outstanding preferred stock is convertible into
shares of our common stock or other securities of Chase. 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 our outstanding
preferred stock.
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LEGAL MATTERS
Neila B. Radin, Esq., counsel for Chase and Senior Vice President and Associate
General Counsel of The Chase Manhattan Bank has delivered an opinion to us as to
the validity of the shares of common stock offered under the Plan by use of this
prospectus. As of the date of this prospectus, Ms. Radin owns shares of common
stock and holds options to purchase shares of common stock aggregating less than
0.5% of Chase's outstanding common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference to Chase's
Annual Report on Form 10-K for the year ended December 31, 1998 have been
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
INDEMNIFICATION
Our certificate of incorporation and by-laws provide for indemnification of our
directors, officers, employees and agents to the fullest extent permitted by
Delaware law. Chase has been advised that in the SEC's opinion, indemnification
of directors, officers or persons controlling Chase for liabilities arising
under the Securities Act of 1933 would be against public policy as expressed in
that Act and is unenforceable.
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