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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
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HAMBRECHT & QUIST GROUP
(NAME OF SUBJECT COMPANY)
BRIDGE ACQUISITION CORPORATION
THE CHASE MANHATTAN CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
406545103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILLIAM H. MCDAVID, ESQ.
GENERAL COUNSEL
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 270-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
LEE MEYERSON, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1"), relating to the offer by
Bridge Acquisition Corporation, a Delaware corporation ("Purchaser"), to
purchase all of the outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of Hambrecht & Quist Group, a Delaware corporation (the
"Company"), at a purchase price of $50 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated October 4, 1999 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with the Offer to Purchase,
as amended from time to time, constitute the "Offer"). Purchaser is a subsidiary
of The Chase Manhattan Corporation, a Delaware corporation ("Parent").
Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On December 2, 1999, The Chase Manhattan Corporation issued a press
release announcing that the Board of Governors of the Federal Reserve
System has approved the acquisition of Hambrecht & Quist Group by Chase.
The press release further announces that, as a result of the receipt of
this approval, Chase currently anticipates that there will be no further
extension of the tender offer beyond the currently scheduled expiration
time of midnight on December 8, 1999, if at that time at least 90% of the
issued and outstanding shares of Hambrecht & Quist Group common stock have
been validly tendered and not withdrawn. Payment for tendered shares will
be made, subject to the terms and conditions of the tender offer, promptly
after the expiration time. The full text of the press release is set forth
in Exhibit (a)(12) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 4 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(12) Press release issued by The Chase Manhattan Corporation on
December 2, 1999.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we hereby
certify that the information set forth in this Statement is true, complete and
correct.
THE CHASE MANHATTAN CORPORATION
By: /s/ WILLIAM H. MCDAVID
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Name: William H. McDavid
Title: General Counsel
BRIDGE ACQUISITION CORPORATION
By: /s/ WILLIAM H. MCDAVID
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Name: William H. McDavid
Title: Vice President and Secretary
Date: December 2, 1999
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(12) Press release issued by The Chase Manhattan Corporation on
December 2, 1999.
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Exhibit (a)(12)
FOR IMMEDIATE RELEASE
Investor Contact: John Borden Media Contacts: James Finn
(212) 270-7318 (212) 270-7438
John Meyers
(212) 270-7454
CHASE ANNOUNCES FEDERAL RESERVE BOARD APPROVAL
FOR THE ACQUISITION OF HAMBRECHT & QUIST
New York, December 2, 1999 -- The Chase Manhattan Corporation (NYSE: CMB)
announced today that the Board of Governors of the Federal Reserve System has
approved the acquisition of Hambrecht & Quist Group by Chase. The acquisition is
being effected by a tender offer for all of the outstanding shares of common
stock of Hambrecht & Quist Group.
As a result of the receipt of this approval, Chase currently anticipates that
there will be no further extension of the tender offer beyond the currently
scheduled expiration time of midnight on December 8, 1999, if at that time at
least 90% of the issued and outstanding shares of Hambrecht & Quist Group common
stock have been validly tendered and not withdrawn. Payment for tendered shares
will be made, subject to the terms and conditions of the tender offer, promptly
after the expiration time.
As of 4:00 p.m. EST on December 2, 1999, approximately 21.1 million shares of
Hambrecht & Quist Group common stock, representing approximately 70.6% on a
fully-diluted basis and approximately 85.1% on an issued and outstanding basis,
had been validly issued and not withdrawn.
The Chase Manhattan Corporation, with more than $370 billion in assets, is one
of the world's premier financial services institutions, with operations in 48
countries around the globe. Chase has a top-tier ranking in all areas of
investment banking, private banking, trading and global markets activities as
well as information and transaction processing. Chase is a leading provider of
financial solutions to large corporations, financial institutions, government
entities, middle market firms, small businesses and individuals, and has
relationships with more than 30 million consumers across the United States
through products and services such as credit cards, mortgages, online banking,
debit cards, deposit products and auto loans. Chase can be reached on the Web at
www.chase.com.
