CHASE MANHATTAN CORP /DE/
SC 14D1/A, 1999-11-02
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
      PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                AMENDMENT NO. 1
                            ------------------------

                            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)

                            ------------------------

                            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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (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 November 2, 1999, The Chase Manhattan Corporation issued a press
     release announcing that it has extended the period during which the Offer
     will remain open to 12:00 midnight, EST, on Friday, November 19, 1999.
     Accordingly, the Expiration Date shall be 12:00 midnight on Friday,
     November 19, 1999 unless the Offer is further extended. The full text of
     the press release is set forth in Exhibit (a)(9) and is incorporated herein
     by reference.

ITEM 10.  ADDITIONAL INFORMATION.

     Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:

          The information provided in this Amendment No. 1 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)(9) Press release issued by The Chase Manhattan Corporation on
     November 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
                                            ------------------------------------
                                            Name: William H. McDavid
                                            Title: General Counsel

                                          BRIDGE ACQUISITION CORPORATION

                                          By:    /s/ WILLIAM H. MCDAVID
                                            ------------------------------------
                                            Name: William H. McDavid
                                            Title: Vice President and Secretary

Date: November 2, 1999

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                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
<S>        <C>                                                             <C>
11(a)(9)   Press release issued by Parent on November 2, 1999.
</TABLE>

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                                                                  Exhibit (a)(9)


                CHASE EXTENDS TENDER OFFER FOR HAMBRECHT & QUIST
                               GROUP COMMON STOCK


NEW YORK, November 2, 1999--The Chase Manhattan Corporation (NYSE:CMB) today
announced that Bridge Acquisition Corporation, its wholly-owned subsidiary, has
extended the period during which its tender offer for shares of Hambrecht &
Quist Group (NYSE:HQ) common stock will remain open to 12:00 midnight, EST, on
Friday, November 19, 1999.

As of the close of business on November 1, 1999, approximately 13.3 million
shares of Hambrecht & Quist Group common stock, representing approximately 44.5%
of the total outstanding on a fully-diluted basis, had been validly tendered in
connection with the tender offer.

The Chase Manhattan Corporation, with more than $357 billion in assets, is one
of the world's premier financial services institutions, with operations in 48
countries around the globe. Chase has 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, government entities, middle market,
small businesses, and individuals, and has relationships with more than 32
million consumers across the United States. Chase can be reached on the Web at
www.chase.com.

CONTACT: The Chase Manhattan Corporation

INVESTOR CONTACT:

John Borden
(212) 270-7318

OR MEDIA CONTACT:

James Finn
(212) 270-7438

John Meyers
(212) 270-7454



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