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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. 5
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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. 5 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:
The information in this Amendment No. 5 under Item 6 is incorporated herein
by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On December 9, 1999, The Chase Manhattan Corporation issued a press
release announcing that its wholly owned subsidiary, Bridge Acquisition
Corporation, has completed its tender offer for all of the outstanding
common stock of Hambrecht & Quist Group and that all shares that were
validly tendered and not withdrawn prior to the expiration of the offer
were accepted for payment. Shares of common stock not tendered in the
tender offer will be converted into $50 per share of cash through a merger.
Based on the number of shares tendered, Chase said that it expects to
effect that merger on December 10, 1999, by means of a short form merger
under Delaware law which permits the merger to be effected without
shareholder approval. Based on a preliminary estimate, as of 12:00 midnight
on December 8, 1999, when the offer expired, approximately 23,429,079
shares of Hambrecht & Quist Group were tendered (including approximately
739,253 shares subject to guarantee of delivery), representing
approximately 94.5% of all outstanding Hambrecht & Quist shares. The full
text of the press release is set forth in Exhibit (a)(13) and 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)(13) Press release issued by The Chase Manhattan Corporation on
December 9, 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 9, 1999
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(13) Press release issued by The Chase Manhattan Corporation on
December 9, 1999.
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Exhibit (a)(13)
Chase Completes Acquisition of Hambrecht & Quist; Chase H&Q to Be
Headquartered in San Francisco
NEW YORK--Dec. 9, 1999--The Chase Manhattan Corporation (NYSE: CMB) today
announced that its wholly owned subsidiary, Bridge Acquisition Corporation, has
completed its tender offer for all of the outstanding common stock of Hambrecht
& Quist Group and that all shares that were validly tendered and not withdrawn
prior to the expiration of the offer were accepted for payment.
Based on a preliminary estimate, as of 12:00 midnight on December 8, when
the offer expired, approximately 23,429,079 shares of Hambrecht & Quist Group
were tendered (including approximately 739,253 shares subject to guarantee of
delivery), representing approximately 94.5% of all outstanding Hambrecht & Quist
shares.
Shares of common stock not tendered in the tender offer will be converted
into $50 per share of cash through a merger. Based on the number of shares of
common stock tendered, Chase said that it expects to effect that merger tomorrow
by means of a short form merger under Delaware law which permits the merger to
be effected without shareholder approval. As a result, it is expected that as of
the close of business on Friday, December 10, 1999, Hambercht & Quist Group will
become a wholly owned subsidiary of Chase.
"The acquisition of Hambrecht & Quist positions us more strongly in the
area of the greatest growth opportunities in investment banking. It extends
Chase's one-stop investment banking range of products in the highest growth
sectors of the US economy," said William B. Harrison, Jr., President and CEO of
The Chase Manhattan Corporation. "Our technology, media, telecommunications,
Internet, healthcare, business services and consumer clients on both sides are
already benefiting from the new products and services made available to them by
this combination."
Hambrecht & Quist will become part of Chase's Global Investment Bank,
headed by James B. Lee, Jr., Vice Chairman. Daniel H. Case III, formerly
Chairman and Chief Executive Officer of Hambrecht & Quist, will be chairman and
Chief Executive Officer of Chase H&Q and head of the Global Technology Group.
Case will join Chase's Management Committee. Chase H&Q will be headquartered in
San Francisco.
"The acquisition of H&Q is all about tomorrow's business," said Lee.
"H&Q's extensive New Economy relationships, experienced investment bankers, and
focused public equity business will offer us new and unique ways to grow our
global investment banking practice."
"Today begins our formal life as Chase H&Q, but we are already fully
engaged in joint marketing and have mapped out hundreds of potential
opportunities," said Case. "Our investment banking, brokerage and private equity
businesses are all operating at record levels. All the early returns from
clients and employees on our new partnership are extremely encouraging."
Chase Securities Inc. acted as dealer manager for the tender offer.
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.
CONTACT: The Chase Manhattan Corporation, New York
Investors: John Borden, (212) 270-7318
or Press: James Finn, (212) 270-7438
or John Meyers, (212) 270-7454
