<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1999
REG. NO.
Post-Effective Amendment No. 1 To Registration Statement No. 333-56573
Post-Effective Amendment No. 2 To Registration Statement No. 33-64261
Post-Effective Amendment No. 4 To Registration Statement No. 33-49965
Post-Effective Amendment No. 6 To Registration Statement No. 33-57104
Post-Effective Amendment No. 5 To Registration Statement No. 33-47105
Post-Effective Amendment No. 6 To Registration Statement No. 33-45228
Post-Effective Amendment No. 5 To Registration Statement No. 33-15230
Post-Effective Amendment No. 5 To Registration Statement No. 33-13062
Post-Effective Amendment No. 5 To Registration Statement No. 2-98344
Post-Effective Amendment No. 4 To Registration Statement No. 33-15266
Post-Effective Amendment No. 7 To Registration Statement No. 33-20950
Post-Effective Amendment No. 5 To Registration Statement No. 33-40485
Post-Effective Amendment No. 4 To Registration Statement No. 33-45266
Post-Effective Amendment No. 4 To Registration Statement No. 33-58144
Post-Effective Amendment No. 3 To Registration Statement No. 33-55295
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN CORPORATION
(Exact Name of Registrant, as Specified in Charter)
<TABLE>
<S> <C>
DELAWARE 13-2624428
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY J. HORAN
CORPORATE SECRETARY
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
NEILA B. RADIN, ESQ.
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
(continued on next page)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
(continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) UNIT OR SHARE(2)(3) OFFERING PRICE(3)(4) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt securities, debt
warrants, preferred
stock, depositary
shares(5), preferred
stock warrants, common
stock, common stock
warrants and currency
warrants(6)(7) -- -- $7,000,000,000 $1,946,000(8)
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) If any debt securities are issued at an original issue discount, then such
greater principal amount as shall result in an aggregate initial offering
price of $7,000,000,000. In no event will the aggregate initial offering
price of debt securities, debt warrants, preferred stock, depositary shares,
preferred stock warrants, common stock, common stock warrants and currency
warrants issued under this registration statement and not previously
registered under the Securities Act of 1933, as amended (the "Securities
Act"), exceed $7,000,000,000 or the equivalent thereof in one or more
foreign currencies or composite currencies, including the euro.
(2) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act.
(3) The proposed maximum offering price per unit or share will be determined
from time to time by the registrant in connection with, and at the time of,
the issuance by the registrant of the securities registered hereunder.
(4) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457(o) of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act.
(5) Such indeterminate number of depositary shares to be evidenced by depositary
receipts issued pursuant to a deposit agreement. In the event the registrant
elects to offer to the public fractional interests in shares of the
preferred stock registered hereunder, depositary receipts will be
distributed to those persons purchasing such fractional interests and such
shares will be issued to the depositary under the deposit agreement.
(6) No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, other
securities registered hereunder.
(7) This registration statement also covers an indeterminate amount of debt
securities and warrants that may be offered by affiliates of the registrant,
including Chase Securities Inc., in connection with offers and sales related
to secondary market transactions in securities that have previously been
registered by the registrant or its predecessors pursuant to the
below-referenced registration statements. Accordingly, this registration
statement constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 333-56573, Post-Effective Amendment No. 2 to Registration
Statement No. 33-64261, Post-Effective Amendment No. 4 to Registration
Statement No. 33-49965, Post-Effective Amendment No. 6 to Registration
Statement No. 33-57104, Post-Effective Amendment No. 5 to Registration
Statement No. 33-47105, Post-Effective Amendment No. 6 to Registration
Statement No. 33-45228, Post-Effective Amendment No. 5 to Registration
Statement No. 33-15230, Post-Effective Amendment No. 5 to Registration
Statement No. 33-13062, Post-Effective Amendment No. 5 to Registration
Statement No. 2-98344, Post-Effective Amendment No. 4 to Registration
Statement No. 33-15266, Post-Effective Amendment No. 7 to Registration
Statement No. 33-20950, Post-Effective Amendment No. 4 to Registration
Statement No. 33-40485, Post-Effective Amendment No. 4 to Registration
Statement No. 33-45266, Post-Effective Amendment No. 4 to Registration
Statement No. 33-58144 and Post-Effective Amendment No. 3 to Registration
Statement No. 33-55295.
(8) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act, this registration statement
contains a prospectus that also relates to the $1,602,182,414 of debt
securities, debt warrants, preferred stock, depositary shares, preferred
stock warrants, common stock, common stock warrants and currency warrants
registered on the Registration Statement on Form S-3 (No. 333-56573)
(relating to an aggregate $3,000,000,000 of debt securities, debt warrants,
preferred stock, depositary shares, preferred stock warrants, common stock,
common stock warrants and currency warrants) previously filed by the
registrant and declared effective on August 21, 1998 and as to which a
filing fee of $885,000 was paid. This registration statement constitutes
Post-Effective Amendment No. 1 to the registrant's Registration Statement on
Form S-3 (No. 333-56573) and such post-effective amendment shall hereafter
become effective concurrently with the effectiveness of this registration
statement and in accordance with Section 8(c) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act, or until this registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE> 3
EXPLANATORY NOTE
The second prospectus filed with this registration statement is a form of market
maker prospectus intended for use by direct or indirect wholly-owned
subsidiaries of The Chase Manhattan Corporation, including Chase Securities
Inc., in connection with offers and sales related to secondary market
transactions in debt securities, preferred stock, depositary shares and warrants
that have been previously registered by The Chase Manhattan Corporation or its
predecessors under the Securities Act of 1933 pursuant to the above-referenced
registration statements and in certain debt securities, preferred stock,
depositary shares and warrants that are initially offered and sold by or on
behalf of The Chase Manhattan Corporation after the effective date of this
registration statement. The market maker prospectus is in addition to, and not
in substitution for, the prospectuses relating to the above-referenced
registration statements currently on file with the Securities and Exchange
Commission.
<PAGE> 4
[Chase Manhattan Logo]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
------------------------
WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT CAREFULLY BEFORE
YOU INVEST.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
------------------------
THIS PROSPECTUS IS DATED , 1999
<PAGE> 5
SUMMARY
This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the terms
of our securities, you should carefully read this document and the attached
prospectus supplement, which together give the specific terms of the securities
we are offering. You should also read the documents we have referred you to in
"Where You Can Find More Information About Chase" on page 5 for information
about our company and our financial statements. Certain capitalized terms used
in this summary are defined elsewhere in this prospectus.
THE CHASE MANHATTAN CORPORATION
The Chase Manhattan Corporation ("Chase", which may be referred to as "we" or
"us") is a registered bank holding company. Through various subsidiaries, we
conduct domestic and international financial services businesses. At September
30, 1998, we were one of the largest banking institutions in the United States,
with $356 billion in assets and $23 billion in stockholders' equity.
Our principal bank subsidiaries are The Chase Manhattan Bank, headquartered in
New York, Chase Manhattan Bank USA, National Association, headquartered in
Delaware, and Chase Bank of Texas, National Association, headquartered in Texas.
Our principal non-bank subsidiary is Chase Securities Inc., which is engaged in
securities underwriting and dealing.
THE SECURITIES WE MAY OFFER
This prospectus is part of a registration statement (No. ) (the
"registration statement") that we filed with the SEC utilizing a "shelf"
registration process. Under this shelf process, we may offer from time to time
up to $8,602,182,414 of any of the following securities, either separately or in
units: debt, preferred stock, depositary shares, common stock and warrants. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add to, update or
change information contained in this prospectus.
DEBT SECURITIES
We may offer our unsecured general obligations, which may be senior (the "Senior
Securities") or subordinated (the "Subordinated Securities"). The Senior
Securities and the Subordinated Securities are together referred to in this
prospectus as the "Debt Securities". The Senior Securities will have the same
rank as all of our other unsecured, unsubordinated debt. The Subordinated
Securities will be entitled to payment only after payment on our Senior
Indebtedness (as described below). In addition, under certain circumstances
relating to our insolvency or a similar event, the Subordinated Securities will
be entitled to payment only after the payment of claims relating to Additional
Senior Obligations (as described below). For the definitions of Senior
Indebtedness and Additional Senior Obligations, see "Description of Debt
Securities -- Subordinated Securities -- Subordination" below.
The Senior Securities will be issued under an indenture between us and Bankers
Trust Company, as trustee. The Subordinated Securities will be issued under an
indenture between us and U.S. Bank Trust National Association, as trustee. We
have summarized certain general features of the Debt Securities from the
indentures. We encourage you to read the indentures (which are exhibits to the
registration statement) and our recent periodic and current reports filed with
the SEC. Directions on how you can get copies of these reports are provided on
page 5.
We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the Debt Securities
will generally have a junior position to claims of creditors of our subsidiaries
(except to the extent that Chase is recognized, and receives payment, as a
creditor of those subsidiaries). Claims of creditors of our subsidiaries other
than Chase include substantial amounts of long-term debt, deposit liabilities,
federal funds purchased, securities sold under repurchase agreements, commercial
paper and other short-term borrowings.
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED SECURITIES
- - Neither indenture limits the amount of debt that we may issue or provides you
with any
2
<PAGE> 6
protection should there be a highly leveraged transaction, recapitalization or
restructuring involving Chase.
- - The indentures allow us to merge or consolidate with another company, or to
sell all or substantially all of our assets to another company. If these
events occur, the other company will be required to assume our
responsibilities relating to the Debt Securities, and we will be released from
all liabilities and obligations.
- - The indentures provide that holders of a majority of the total principal
amount of outstanding Debt Securities of any series may vote to change certain
of our obligations or certain of your rights concerning the Debt Securities of
that series. However, to change the amount or timing of principal, interest or
other payments under the Debt Securities, every holder in the series must
consent.
- - If an Event of Default (as described below) occurs with respect to any series
of Debt Securities, the trustee or holders of 25% of the outstanding principal
amount of that series may declare the principal amount of the series
immediately payable. However, holders of a majority of the principal amount
may rescind this action.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR SECURITIES
We have agreed in the indenture relating to the Senior Securities that we and
our subsidiaries will not sell voting stock of The Chase Manhattan Bank, and
that The Chase Manhattan Bank will not issue its voting stock, unless the sale
or issuance is for fair market value and we and our subsidiaries would own at
least 80% of the voting stock of The Chase Manhattan Bank following the sale or
issuance. This covenant would not prevent us from completing a merger,
consolidation or sale of substantially all of our assets. In addition, this
covenant would not prevent the merger or consolidation of The Chase Manhattan
Bank into another domestic bank if Chase and its subsidiaries would own at least
80% of the voting stock of the successor entity after the merger or
consolidation.
If we satisfy certain conditions in the indenture relating to the Senior
Securities, we may discharge that indenture at any time by depositing with the
trustee sufficient funds or government obligations to pay the Senior Securities
when due.
Events of Default. The indenture relating to the Senior Securities provides
that the following are events of default:
- - Interest is not paid for 30 days after due date.
- - Principal or premium is not paid when due.
- - Sinking fund payment is not paid for 5 days after due date.
- - Covenant breach continues for 60 days after notice.
- - Principal payment default on Chase debt (including Senior Securities of other
series) having an aggregate principal amount of more than $25,000,000 is not
rescinded within 30 days after notice.
- - Acceleration of more than $25,000,000 aggregate principal amount of Chase debt
(including Senior Securities of other series) is not rescinded within 30 days
after notice.
- - Occurrence of certain bankruptcy or insolvency events.
- - Occurrence of any other event of default specified in the prospectus
supplement.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SUBORDINATED SECURITIES
The Subordinated Securities will be subordinated to all Senior Indebtedness,
which includes all indebtedness for money borrowed by us, except indebtedness
that is stated to be not superior to, or to have the same rank as, the
Subordinated Securities. At September 30, 1998, approximately $8.2 billion of
Senior Indebtedness was outstanding.
In an insolvency of or similar event relating to Chase, creditors holding
Additional Senior Obligations would also be entitled to full payment before we
could distribute any amounts to holders of the Subordinated Securities.
Additional Senior Obligations include indebtedness for claims under derivative
products, including interest, foreign exchange and commodity contracts, but
exclude claims under Senior Indebtedness or claims under obligations having the
same rank as, or ranking junior to, the Subordinated Securities. At September
30, 1998, approximately $0.4 billion of Additional Senior Obligations were
outstanding.
3
<PAGE> 7
Events of Default. The indenture relating to the Subordinated Securities
provides that the following are events of default:
- - Occurrence of certain bankruptcy or insolvency events.
- - Occurrence of any other event of default specified in the prospectus
supplement.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $1 per share, in one or more series.
We will determine the dividend, voting, conversion and other rights of the
series being offered and the terms and conditions relating to its offering and
sale at the time of the offer and sale. We may also issue fractional shares of
preferred stock that will be represented by depositary shares and depositary
receipts.
COMMON STOCK
We may issue our common stock, par value $1 per share. Subject to the rights of
holders of our preferred stock, holders of our common stock are entitled to
receive dividends when declared by our board of directors (which may also refer
to a board committee or officer acting on authority delegated by our board of
directors). Each holder of common stock is entitled to one vote per share. The
holders of common stock have no preemptive rights or cumulative voting rights.
WARRANTS
We may issue warrants for the purchase of Debt Securities, preferred stock or
common stock ("Securities Warrants"). We may also issue warrants for the cash
value in U.S. dollars of the right to purchase or sell foreign or composite
currencies ("Currency Warrants"). We may issue warrants independently or
together with other securities.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Our consolidated ratios of earnings to fixed charges and our consolidated ratios
of earnings to combined fixed charges and preferred stock dividend requirements
are as follows:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits............ 1.77 1.82 1.66 1.90 1.86 1.62
Including Interest on Deposits............ 1.39 1.43 1.32 1.41 1.42 1.31
Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements:
Excluding Interest on Deposits............ 1.74 1.77 1.60 1.82 1.76 1.52
Including Interest on Deposits............ 1.38 1.41 1.30 1.38 1.38 1.27
</TABLE>
For purposes of computing the above ratios, earnings represent net income from
continuing operations plus total taxes based on income and fixed charges. Fixed
charges, excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense, one-third
(the proportion deemed representative of the interest factor) of rents, net of
income from subleases, and capitalized interest.
4
<PAGE> 8
WHERE YOU CAN FIND MORE INFORMATION
ABOUT CHASE
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. 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
on 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 this 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) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 28,
1998, March 17, 1998, April 24, 1998, May 20, 1998, June 15, 1998, July 24,
1998, July 30, 1998, September 2, 1998, September 8, 1998, September 11,
1998, September 29, 1998, October 23, 1998, November 18, 1998 and December
16, 1998; and
(d) The descriptions of our common stock and preferred stock contained
in our registration statements filed under Section 12 of the Securities
Exchange Act of 1934.
You may request a copy of these filings, 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, NY 10017
212-270-4040
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT. WE HAVE AUTHORIZED NO ONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.
5
<PAGE> 9
THE CHASE MANHATTAN CORPORATION
GENERAL
Chase is a bank holding company registered under the Bank Holding Company Act of
1956. We were organized as a Delaware corporation in 1968. As of September 30,
1998, we were one of the largest banking institutions in the United States, with
$356 billion in assets and $23 billion in stockholders' equity.
Through our subsidiaries, we conduct domestic and international financial
services businesses. Our principal bank subsidiaries are The Chase Manhattan
Bank, a New York banking corporation (the "Bank"), Chase Manhattan Bank USA,
National Association, headquartered in Delaware ("Chase USA"), and Chase Bank of
Texas, National Association, headquartered in Texas ("Chase Texas"). Our
principal non-bank subsidiary is Chase Securities Inc. ("CSI"), which is engaged
in securities underwriting and dealing.
BUSINESS
Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.
Global Banking
Our Global Banking business included, as of September 30, 1998:
- - Global Markets, which conducts trading and sales of foreign exchange,
derivatives, fixed income securities and commodities and asset/liability
management activities;
- - Global Investment Banking, which provides financing and advisory services to
corporations, financial institutions, financial sponsors and governments;
- - Corporate Lending, which provides credit and lending services to clients
globally;
- - Chase Capital Partners, which provides equity and mezzanine financing in the
United States and abroad;
- - Global Asset Management and Private Banking, which serves high net worth
individuals and families, and institutional, mutual fund and self-directed
investors located throughout the world;
- - Middle Market, which provides financial services to companies with annual
sales ranging from $10 million to $500 million; and
- - Chase Texas (other than its consumer and global services businesses), which is
the primary bank for more corporations than any other bank in Texas.
National Consumer Services
Our National Consumer Services business included, as of September 30, 1998:
- - Cardmember Services, which includes the fourth-largest bank credit card issuer
in the U.S. as of September 30, 1999 as well as Chase's international consumer
business;
- - Regional Consumer Banking, which maintains a leading share of primary banking
relationships among consumers and small businesses in the New York
metropolitan tri-state area and which also includes the consumer business of
Chase Texas;
- - Chase Home Finance, which was the third largest originator and fourth largest
servicer of residential mortgage loans in the U.S. as of September 30, 1998;
and
- - Diversified Consumer Services, a leading provider of automobile financing,
student lending and unsecured consumer lending.
Chase Technology Solutions
Chase Technology solutions combines Chase's Global Services businesses,
Information Technology and Operations and Electronic Commerce initiatives into a
single group. Global Services is a leading provider of information and
transaction services globally and includes custody, cash management, trust and
other fiduciary services.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, we will use
the net proceeds we receive from the sale of the securities offered by this
prospectus and the accompanying prospectus supplement for general corporate
purposes. General corporate purposes may include the repayment of debt,
investments in or extensions of credit to our subsidiaries, redemption of
preferred stock, or the financing of possible acquisitions or
6
<PAGE> 10
business expansion. We may invest the net proceeds temporarily or apply them to
repay short-term debt until we are ready to use them for their stated purpose.
DESCRIPTION OF DEBT SECURITIES
GENERAL
We have described below certain general terms that may apply to the Debt
Securities. We will describe the particular terms of any Debt Securities we
offer to you in the prospectus supplement relating to those Debt Securities.
The Debt Securities will be either Senior Securities or Subordinated Securities.
We will issue the Senior Securities under a senior indenture dated as of
December 1, 1989 between us and Bankers Trust Company, as trustee. We will issue
the Subordinated Securities under a subordinated indenture, as amended and
restated as of December 15, 1992, between us and U.S. Bank Trust National
Association, as trustee.
The following summary of certain provisions of the indentures with respect to
the Senior Securities and the Subordinated Securities is not complete. You
should refer to the indentures, copies of which are exhibits to the registration
statement. Section references below are to the sections in the applicable
indenture.
Neither indenture limits the amount of Debt Securities that we may issue. Each
indenture provides that we may issue Debt Securities up to the principal amount
we authorize from time to time. The Senior Securities will be unsecured and will
have the same rank as all of our other unsecured and unsubordinated debt. The
Subordinated Securities will be unsecured and will be subordinated and junior to
all Senior Indebtedness (as defined below under "Subordinated
Securities -- Subordination"). In addition, under certain circumstances relating
to our dissolution, winding-up, liquidation or reorganization, the Subordinated
Securities will be junior to all Additional Senior Obligations (as defined and
to the extent set forth below under "Subordinated Securities -- Subordination").
We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the Debt Securities
will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that Chase may be recognized, and receives
payment, as a creditor of those subsidiaries. Claims of creditors of our
subsidiaries other than Chase include substantial amounts of long-term debt,
deposit liabilities, federal funds purchased, securities sold under repurchase
agreements, commercial paper and other short-term borrowings.
We may issue the Debt Securities in one or more separate series of Senior
Securities and/or Subordinated Securities. We will specify in the prospectus
supplement relating to a particular series of Debt Securities being offered the
particular amounts, prices and terms of those Debt Securities. These terms may
include:
- - the title and type of the Debt Securities;
- - any limit on the aggregate principal amount or aggregate initial offering
price of the Debt Securities and the amount payable upon acceleration;
- - the purchase price of the Debt Securities;
- - the dates on which the principal of the Debt Securities will be payable;
- - the interest rates of the Debt Securities, including the interest rates, if
any, applicable to overdue payments, or the method for determining those
rates, and the interest payment dates for the Debt Securities;
- - the places where payments may be made on the Debt Securities;
- - any mandatory or optional redemption provisions applicable to the Debt
Securities;
- - any sinking fund or similar provisions applicable to the Debt Securities;
- - the authorized denominations of the Debt Securities (if other than $1,000 and
integral multiples of $1,000);
- - if denominated in a currency other than U.S. dollars, the currency or
currencies, including the euro or other composite currencies, in which
payments on the Debt Securities will be payable (which currencies may be
different for principal, premium and interest payments);
- - any conversion or exchange provisions applicable to the Debt Securities;
- - any events of default applicable to the Debt Securities (if not described in
this prospectus); and
- - any other specific terms of the Debt Securities.
7
<PAGE> 11
We may issue some of the Debt Securities as original issue discount Debt
Securities. Original issue discount Debt Securities bear no interest or bear
interest at below-market rates and will be sold at a discount below their stated
principal amount. The prospectus supplement will also contain any special tax,
accounting or other information relating to original issue discount Debt
Securities or relating to certain other kinds of Debt Securities that we may
offer, including Debt Securities linked to an index or payable in currencies
other than U.S. dollars.
We will issue the Debt Securities only in fully registered form without coupons.
The indentures also permit us to issue Debt Securities of a series in permanent
global form. You will not be required to pay a service charge for any transfer
or exchange of Debt Securities, but we may require payment of any taxes or other
governmental charges.
Unless otherwise specified in the prospectus supplement, we will pay principal
of (and premium, if any) and interest, if any, on the Debt Securities at the
corporate trust office of the Bank in New York City. You may also make transfers
or exchanges of Debt Securities at that location. We also have the right to pay
interest on any Debt Securities by check mailed to the registered holders of the
Debt Securities at their registered addresses. In connection with any payment on
a Debt Security, we may require the holder to certify information to Chase. In
the absence of that certification, we may rely on any legal presumption to
enable us to determine our responsibilities, if any, to deduct or withhold
taxes, assessments or governmental charges from the payment.
Neither indenture limits our ability to enter into a highly leveraged
transaction or provides you with any special protection in the event of such a
transaction. In addition, neither indenture provides special protection in the
event of a sudden and dramatic decline in our credit quality resulting from a
takeover, recapitalization or similar restructuring of Chase.
We may issue Debt Securities upon the exercise of warrants issued with other
Debt Securities or upon exchange or conversion of exchangeable or convertible
Debt Securities. The prospectus supplement will describe the specific terms of
any of those warrants or exchangeable or convertible securities. It will also
describe the specific terms of the Debt Securities issuable upon the exercise,
exchange or conversion of those securities. See "Description of Securities
Warrants" below.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured general obligations of Chase,
will constitute Senior Indebtedness of Chase, and will have the same rank as our
other Senior Indebtedness. For a definition of "Senior Indebtedness" see
"-- Subordinated Securities -- Subordination" below.
Limitation on Disposition of Stock of the Bank. The senior indenture contains a
covenant by us that, so long as any of the Senior Securities are outstanding,
neither we nor any Intermediate Subsidiary (as defined below) will dispose of
any shares of voting stock of the Bank, or any securities convertible into, or
options, warrants or rights to purchase shares of voting stock of the Bank,
except to Chase or an Intermediate Subsidiary. In addition, the covenant
provides that neither we nor any Intermediate Subsidiary will permit the Bank to
issue any shares of its voting stock, or securities convertible into, or
options, warrants or rights to subscribe for or purchase shares of its voting
stock, nor will we permit any Intermediate Subsidiary to cease to be an
Intermediate Subsidiary. However, this covenant is subject to our rights in
connection with our consolidation or merger with or into another person or a
sale of our assets. These restrictions also will not apply if (1) the
disposition of voting stock of the Bank, or any securities convertible into, or
options, warrants or rights to purchase shares of voting stock of the Bank, is
made for fair market value, as determined by the board of directors of Chase or
the Intermediate Subsidiary, and (2) after giving effect to the transaction, we
and any one or more of our Intermediate Subsidiaries will collectively own at
least 80% of the issued and outstanding voting stock of the Bank or any
successor to the Bank free and clear of any security interest. The above
covenant also does not restrict the Bank from being consolidated with or merged
into another domestic banking corporation if after the merger or consolidation
Chase (or its successor) and any one or more Intermediate Subsidiaries own at
least 80% of the voting stock of the resulting bank and no event of default (and
no event which, after notice or lapse of time or both, would become an event of
default) shall
8
<PAGE> 12
have happened and be continuing. The senior indenture defines an Intermediate
Subsidiary as a Subsidiary (1) that is organized under the laws of any domestic
jurisdiction and (2) of which all the shares of capital stock, and all
securities convertible into, and options, warrants and rights to purchase,
shares of capital stock, are owned directly by Chase, free and clear of any
security interest. As used above, "voting stock" means a class of stock having
general voting power under ordinary circumstances, irrespective of the happening
of a contingency. The above covenant would not prevent the Bank from engaging in
a sale of assets to the extent otherwise permitted by the senior indenture.
(Section 1006).
Events of Default. The senior indenture defines an event of default with
respect to any series of Senior Securities as any one of the following events:
(1) default in the payment of interest on any Senior Security of that
series and continuance of that default for 30 days;
(2) default in the payment of principal of (or premium, if any, on)
any Senior Security of that series at maturity;
(3) default in the deposit of any sinking fund payment and continuance
of that default for 5 days;
(4) failure by Chase for 60 days after notice to perform any of the
other covenants or warranties in the senior indenture applicable to that
series;
(5)(A) failure by Chase to pay indebtedness for money borrowed by
Chase, including Senior Securities of other series, in an aggregate
principal amount exceeding $25,000,000, at the later of final maturity or
the expiration of any applicable grace period or (B) acceleration of the
maturity of indebtedness for money borrowed by Chase, including Senior
Securities of other series, in an aggregate principal amount exceeding
$25,000,000, if that failure to pay or acceleration results from a default
under the instrument giving rise to or securing the indebtedness for money
borrowed by Chase and is not rescinded or annulled within 30 days after due
notice, unless the default is contested in good faith by appropriate
proceedings;
(6) certain events of bankruptcy, insolvency or reorganization of
Chase or the Bank; and
(7) any other event of default specified with respect to Senior
Securities of that series. (Section 501).
If any event of default with respect to Senior Securities of any series occurs
and is continuing, either the trustee or the holders of not less than 25% in
principal amount of the outstanding Senior Securities of that series may declare
the principal amount (or, if the Senior Securities of that series are original
issue discount Senior Securities, a specified portion of the principal amount)
of all Senior Securities of that series to be due and payable immediately. No
such declaration is required upon certain events of bankruptcy. Subject to
certain conditions, the holders of a majority in principal amount of the
outstanding Senior Securities of that series may annul the declaration and waive
past defaults (except uncured payment defaults and certain other specified
defaults). (Sections 502 and 513).
We will describe in the prospectus supplement any particular provisions relating
to the acceleration of the maturity of a portion of the principal amount of
original issue discount Senior Securities upon an event of default.
The senior indenture requires the trustee to, within 90 days after the
occurrence of a default known to it with respect to any outstanding series of
Senior Securities, give the holders of that series notice of the default if
uncured or not waived. The trustee may withhold this notice if it determines in
good faith that the withholding of this notice is in the interest of those
holders. However, the trustee may not withhold this notice in the case of a
payment default. The trustee may not give the above notice until 60 days after
the occurrence of a default in the performance of a covenant in the senior
indenture other than a covenant to make payment. The term "default" for the
purpose of this provision means any event that is, or after notice or lapse of
time or both would become, an event of default with respect to Senior Securities
of that series. (Section 602).
Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
senior indenture at the request
9
<PAGE> 13
or direction of any of the holders of Senior Securities, unless the holders have
offered to the trustee reasonable security or indemnity. (Section 603). The
senior indenture provides that the holders of a majority in principal amount of
outstanding Senior Securities of any series may direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or other power conferred on the trustee. However, the
trustee may decline to act if the direction is contrary to law or the senior
indenture. (Section 512).
The senior indenture includes a covenant requiring us to file annually with the
trustee a certificate of no default, or specifying any default that exists.
(Section 1007).
Defeasance and Covenant Defeasance. The senior indenture contains a provision
that, if made applicable to any series of Senior Securities, permits us to elect
(1) defeasance, which would discharge us from all of our obligations (subject to
limited exceptions) with respect to any Senior Securities of that series then
outstanding, and/or (2) covenant defeasance, which would release us from our
obligations under certain covenants and from the consequences of an event of
default resulting from a breach of those covenants or a cross-default. To make
either of the above elections, we must deposit in trust with the trustee money
and/or U.S. Government Obligations (as defined below) which through the payment
of principal and interest in accordance with their terms will provide sufficient
money, without reinvestment, to repay in full those Senior Securities. As used
in the senior indenture, U.S. Government Obligations are (A) direct obligations
of the United States or of an agency or instrumentality of the United States, in
either case that is or is guaranteed as a full faith and credit obligation of
the United States and that is not redeemable by the issuer and (B) certain
depository receipts with respect to an obligation referred to in clause (A).
As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of the Senior Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
the defeasance or covenant defeasance and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would have been
the case if defeasance or covenant defeasance had not occurred. That opinion, in
the case of defeasance, but not covenant defeasance, must refer to and be based
upon a ruling received by us from the Internal Revenue Service or published as a
revenue ruling or upon a change in applicable Federal income tax law.
If we exercise our covenant defeasance option with respect to a particular
series of Senior Securities, then even if there were a default under the related
covenant, payment of those Senior Securities could not be accelerated. We may
exercise our defeasance option with respect to a particular series of Senior
Securities even if we previously had exercised our covenant defeasance option.
If we exercise our defeasance option, payment of those Senior Securities may not
be accelerated because of any event of default. If we exercise our covenant
defeasance option and an acceleration were to occur, the realizable value at the
acceleration date of the money and U.S. Government Obligations in the defeasance
trust could be less than the principal and interest then due on those Senior
Securities. This is because the required deposit of money and/or U.S. Government
Obligations in the defeasance trust is based upon scheduled cash flows rather
than market value, which will vary depending upon interest rates and other
factors.
Modification of the Senior Indenture. We and the trustee may modify the senior
indenture with the consent of the holders of not less than a majority in
principal amount of each series of outstanding Senior Securities affected by the
modification. However, without the consent of each affected holder, no such
modification may:
- - change the stated maturity of any Senior Security;
- - reduce the principal amount of (or premium, if any, on) any Senior Security;
- - reduce the rate of payment of interest on any Senior Security or change
certain other provisions relating to the yield of the Senior Securities;
- - change the currency or currencies in which any Senior Security is payable;
- - reduce the percentage of holders of outstanding Senior Securities of any
series required to consent to any modification, amendment or waiver under the
senior indenture; or
10
<PAGE> 14
- - change the provisions in the senior indenture that relate to its modification
or amendment. (Section 902).
We and the trustee may amend the senior indenture in certain circumstances
without the consent of the holders of Senior Securities in the event we merge
with another person, to replace the trustee, to effect modifications that do not
affect any outstanding series of Senior Securities, and for certain other
purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any Senior Securities, consolidate or merge with any other person or
transfer or lease all or substantially all of our assets to another person or
permit another corporation to merge into Chase, provided that:
(1) the successor is a person organized under U.S. law;
(2) the successor person, if not Chase, assumes our obligations on the
Senior Securities and under the senior indenture;
(3) after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would become an
event of default, shall have occurred and be continuing; and
(4) certain other conditions are met. (Section 801).
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured general obligations of
Chase. The Subordinated Securities will be subordinate and junior in right of
payment to all Senior Indebtedness and, in certain circumstances described below
relating to our dissolution, winding-up, liquidation or reorganization, to all
Additional Senior Obligations. The subordinated indenture does not limit the
amount of debt (including Senior Indebtedness) or Additional Senior Obligations
we may incur. As of September 30, 1998, Senior Indebtedness and Additional
Senior Obligations aggregated approximately $8.6 billion.
Unless otherwise specified in the prospectus supplement, the maturity of the
Subordinated Securities will be subject to acceleration only upon our bankruptcy
or reorganization. See "Defaults and Waivers" below.
The holders of Subordinated Securities of a series that is specified to be
convertible into our common stock will be entitled at certain times specified in
the prospectus supplement to convert those convertible Subordinated Securities
into common stock, at the conversion price set forth in the prospectus
supplement.
The holders of Subordinated Securities of any series may be obligated at
maturity, or at any earlier time specified in the prospectus supplement, to
exchange that series of Subordinated Securities for Capital Securities. Capital
Securities may consist of our common stock, perpetual preferred stock or other
capital securities of Chase acceptable to our primary Federal banking regulator,
which currently is the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). The terms of any such exchange and of the Capital
Securities that will be issued upon the exchange will be described in the
prospectus supplement. (Article Seventeen). Whenever Subordinated Securities are
exchangeable for Capital Securities, we will be obligated to deliver Capital
Securities with a market value equal to the principal amount of those
Subordinated Securities. In addition, we will unconditionally undertake, at our
expense, to sell the Capital Securities in a secondary offering on behalf of any
holders who elect to receive cash for the Capital Securities.
Subordination. The Subordinated Securities will be subordinate in right of
payment to all Senior Indebtedness and, under certain circumstances described
below, to all Additional Senior Obligations.
The subordinated indenture defines "Senior Indebtedness" to mean the principal
of (and premium, if any) and interest on all indebtedness for money borrowed by
us, whether outstanding on the date the subordinated indenture became effective
or created, assumed or incurred after that date (including all indebtedness for
money borrowed by another person that we guarantee). However, Senior
Indebtedness does not include (A) Antecedent Company Subordinated Indebtedness
(as defined below), (B) Subordinated Securities issued under the subordinated
indenture on or after December 15, 1992, (C) Assumed MHC Subordinated
Indebtedness (as defined below), (D) Assumed Heritage Chase Subordinated
Indebtedness (as defined below) and (E) other
11
<PAGE> 15
debt of Chase that is expressly stated to have the same rank as the Subordinated
Securities or to rank not senior to the Subordinated Securities (that other debt
is referred to as "Other Subordinated Indebtedness").
The subordinated indenture defines "Additional Senior Obligations" to mean all
indebtedness of Chase for claims in respect of derivative products, such as
interest and foreign exchange rate contracts, commodity contracts and similar
arrangements, except Senior Indebtedness and except obligations that are
expressly stated to have the same rank as or to rank not senior to the
Subordinated Securities.
At September 30, 1998, we had approximately $8.0 billion of Subordinated
Securities issued and outstanding under the subordinated indenture.
Antecedent Company Subordinated Indebtedness means all outstanding subordinated
indebtedness of Chase issued prior to December 15, 1992 (other than Assumed MHC
Subordinated Indebtedness and Assumed Heritage Chase Subordinated Indebtedness).
At September 30, 1998, we had approximately $1.0 billion of Antecedent Company
Subordinated Indebtedness outstanding.
Assumed MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of Chase that was assumed by us as a result of the merger of
Manufacturers Hanover Corporation into Chase. At September 30, 1998, we had
approximately $150 million of Assumed MHC Subordinated Indebtedness outstanding.
Assumed Heritage Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of Chase that was assumed by us as a result of the
merger of The Chase Manhattan Corporation into Chase. At September 30, 1998, we
had approximately $3.6 billion of Assumed Heritage Chase Subordinated
Indebtedness outstanding.
At September 30, 1998, we had approximately $436 million of Other Subordinated
Indebtedness outstanding that ranked equally with the Subordinated Securities.
Under the subordinated indenture, we may not make any payment on the
Subordinated Securities or exchange any Subordinated Securities for Capital
Securities in the event:
- - we have failed to make full payment of all amounts of principal (and premium,
if any) and interest, if any, due on all Senior Indebtedness; or
- - there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any Senior
Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or reorganization:
(1) we must pay to the holders of Senior Indebtedness the full amounts of
principal of (and premium, if any) and interest, if any, on that Senior
Indebtedness before any payment or distribution is made on the Subordinated
Securities, and (2) if, after we have made those payments on the Senior
Indebtedness, (A) there are amounts available for payment on the Subordinated
Securities and (B) creditors in respect of Additional Senior Obligations have
not received their full payments, then we will first use amounts available for
payment on the Subordinated Securities to pay in full all Additional Senior
Obligations before we may make any payment on the Subordinated Securities.
No series of our subordinated securities will be subordinated to any of our
other series of subordinated securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness;
Subordinated Securities and Other Subordinated Indebtedness are subordinated to
Senior Indebtedness and, in certain circumstances relating to our dissolution,
winding-up, liquidation or reorganization, to Additional Senior Obligations;
Assumed MHC Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation that is expressly stated to have the same rank as, or to
rank not senior to, the Assumed MHC Subordinated Indebtedness; and Assumed
Heritage Chase Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation that is expressly stated to have the same rank as, or to
rank junior to, the Assumed Heritage Chase Subordinated Indebtedness. As a
result of the differences between the subordination provisions applicable to the
Subordinated Securities, the Antecedent Company Subordinated Indebtedness, the
Other Subordinated Indebtedness, the Assumed MHC Subordinated Indebtedness and
the Assumed Heritage Chase Subordinated Indebtedness, in the
12
<PAGE> 16
event of our dissolution, winding-up, liquidation or reorganization, the holders
of Subordinated Securities and Other Subordinated Indebtedness may receive less,
proportionately, than the holders of Antecedent Company Subordinated
Indebtedness, but more, proportionately, than the holders of Assumed MHC
Subordinated Indebtedness and Assumed Heritage Chase Subordinated Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. Except as noted below,
the subordinated indenture does not contain a covenant prohibiting us from
selling or otherwise disposing of any shares of voting stock of the Bank, or
securities convertible into, or options, warrants or rights to purchase shares
of voting stock of the Bank. The subordinated indenture also does not prohibit
the Bank from issuing any shares of its voting stock or securities convertible
into, or options, warrants or rights to purchase shares of its voting stock.
However, the subordinated indenture does contain a covenant, which is for the
exclusive benefit of holders of the Antecedent Company Subordinated Indebtedness
and which is subject to the provisions described below under "Consolidation,
Merger and Sale of Assets", that we will not sell or otherwise dispose of any
shares of voting stock of the Bank, or securities convertible into, or options,
warrants or rights to purchase shares of voting stock of the Bank, nor will we
permit the Bank to issue any shares of its voting stock, or securities
convertible into, or options, warrants or rights to purchase shares of its
voting stock. However, the covenant does not prohibit:
- - issuances or sales of directors' qualifying shares;
- - issuances or sales of shares to us;
- - sales or other dispositions or issuances for fair market value, as determined
by our board of directors, so long as we would continue to own directly or
indirectly not less than 80% of the issued and outstanding shares of the
voting stock of the Bank;
- - sales or other dispositions or issuances made in compliance with an order or
direction of a court or regulatory authority of competent jurisdiction; and
- - sales of voting stock by the Bank to its shareholders if those sales do not
reduce the percentage of shares of voting stock owned by us. (Section 5.07).
Defaults and Waivers. The subordinated indenture defines an event of default
with respect to any series of Subordinated Securities as:
- - any one of certain events of bankruptcy or reorganization affecting the
Company; or
- - any other event of default specified with respect to Subordinated Securities
of that series. (Section 7.01).
If an event of default occurs and is continuing with respect to any outstanding
series of Subordinated Securities, the trustee or the holders of at least 25% in
aggregate principal amount of that outstanding series of Subordinated Securities
may declare the principal (or, in the case of original issue discount
Subordinated Securities, a specified amount of principal) of all Subordinated
Securities of that series to be due and payable immediately in cash. Subject to
certain conditions, the holders of not less than a majority in aggregate
principal amount of the Subordinated Securities of that series may annul any
such declaration and waive certain past defaults. (Section 7.01). The right of
the holders of Subordinated Securities of a series to demand payment in cash
upon the occurrence and continuance of an event of default will continue to
exist so long as the Subordinated Securities of that series have not been
exchanged or converted. Any such right to enforce that payment in cash would, in
the event of the bankruptcy or reorganization of Chase, be subject to the broad
equity powers of a Federal bankruptcy court and to its determination of the
nature and status of the payment claims of the holders of the Subordinated
Securities. Prior to any declaration of acceleration, the holders of a majority
in aggregate principal amount of the applicable series of Subordinated
Securities may waive any past default or event of default, except a payment
default. (Section 7.07).
Unless otherwise provided in the terms of a series of Subordinated Securities,
there will be no right of acceleration of the payment of principal of the
Subordinated Securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Subordinated Securities or the subordinated indenture. In the
event of a default in the payment of interest or principal (including a default
in the delivery of any Capital Securities in exchange for Subordinated
Securities) or in the performance of any covenant or agreement in the
13
<PAGE> 17
Subordinated Securities or the subordinated indenture, the trustee may, subject
to certain limitations and conditions, seek to enforce that payment (or
delivery) or the performance of that covenant or agreement.
The subordinated indenture requires the trustee, within 90 days after the
occurrence of a default with respect to the Subordinated Securities of any
series, to give the holders of that series notice of all uncured defaults known
to it (the term "default" being defined to include the events specified above
without grace periods or notice). However, except in certain cases involving the
bankruptcy or reorganization of Chase, a payment default or a default in the
obligation to deliver Capital Securities in exchange for Subordinated
Securities, the trustee may withhold the notice if it determines in good faith
that the withholding of the notice is in the interest of those holders. (Section
7.08). We are required to furnish to the trustee annually an officers'
certificate as to the absence of defaults under the subordinated indenture.
(Section 5.06).
Other than the duties of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights or
powers under the subordinated indenture at the request or direction of any of
the holders of the Subordinated Securities, unless those holders shall have
offered to the trustee reasonable security or indemnity. Subject to that
provision for security or indemnification, the holders of a majority in
principal amount of the Subordinated Securities of any series then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to, or exercising any trust or power
conferred on, the trustee with respect to the Subordinated Securities of that
series. (Sections 7.07 and 8.02).
Modification of the Subordinated Indenture. The subordinated indenture contains
provisions permitting us and the trustee to modify the subordinated indenture or
the rights of the holders of the Subordinated Securities with the consent of the
holders of not less than a majority in principal amount of each outstanding
series of the Subordinated Securities affected by the modification. However, no
such modification may, without the consent of each holder of the Subordinated
Security affected by the modification:
- - change the stated maturity date of the principal of, or any installment of
principal of or interest on, any Subordinated Security;
- - reduce the principal amount of (or premium, if any) or interest, if any, on
any Subordinated Security;
- - reduce the portion of the principal amount of an original issue discount
Subordinated Security payable upon acceleration of the maturity of that
Subordinated Security;
- - reduce any amount payable upon redemption of any Subordinated Security;
- - change the place or places where, or the currency in which, any Subordinated
Security or any premium or interest is payable;
- - change the definition of market value;
- - impair the right of any holders of Subordinated Securities of any series to
receive on any exchange date for Subordinated Securities of that series
Capital Securities with a market value equal to that required by the terms of
the Subordinated Securities;
- - impair the conversion rights (if any) of any holders;
- - impair the right of a holder to institute suit for the enforcement of any
payment on or with respect to any Subordinated Security (including any right
of redemption at the option of the holder of that Subordinated Security) or
impair any rights to the delivery of Capital Securities in exchange for any
Subordinated Security or to require Chase to sell Capital Securities in a
secondary offering or to require the delivery of common stock, Debt Securities
or other property upon conversion of Subordinated Securities;
- - reduce the above-stated percentage of Subordinated Securities of any series
the consent of the holders of which is necessary to modify or amend the
subordinated indenture or reduce the percentage of Subordinated Securities of
any series the holders of which are required to waive any past default or
event of default;
- - modify the foregoing requirements. (Section 11.02).
The subordinated indenture permits us and the trustee to amend the subordinated
indenture in certain circumstances without the consent of the holders of
Subordinated Securities in the event of the merger of Chase, the replacement of
the trustee, to effect modifications which do not affect
14
<PAGE> 18
any outstanding series of Subordinated Securities and for certain other
purposes. (Section 11.01).
Consolidation, Merger and Sale of Assets. We may not merge or consolidate with
any other corporation or sell or convey all or substantially all of our assets
as an entirety to any other corporation, unless (1) we are the continuing
corporation or the successor corporation expressly assumes the payment of the
principal of (including issuance and delivery of Capital Securities) and
premium, if any, and interest, if any, on the Subordinated Securities and the
performance and observance of all the covenants and conditions of the
subordinated indenture binding upon us, and (2) we or the successor corporation
shall not, immediately after merger, consolidation, sale or conveyance, be in
default in the performance of any such covenant or condition. (Article Twelve).
PERMANENT GLOBAL DEBT SECURITIES
We may issue certain series of the Debt Securities as permanent global Debt
Securities and deposit them with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depository arrangements applicable to Debt Securities issued in
permanent global form and for which The Depositary Trust Company ("DTC") acts as
depositary (the "global Debt Securities").
Each global Debt Security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global Debt Securities
are not exchangeable for definitive certificated Debt Securities.
Only institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants may own beneficial
interests in a global Debt Security. DTC will maintain records reflecting
ownership of beneficial interests by participants in the global Debt Securities
and transfers of those interests. Participants will maintain records evidencing
ownership of beneficial interests in the global Debt Securities by persons that
hold through those participants and transfers of those interests within those
participants. DTC has no knowledge of the actual beneficial owners of the Debt
Securities. You will not receive written confirmation from DTC of your purchase
of a beneficial interest in a global Debt Security, but we do expect that you
will receive written confirmations providing details of the transaction, as well
as periodic statements of your holdings, from the participant through which you
entered the transaction. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of those securities in
definitive form. Those laws may impair your ability to transfer beneficial
interests in a global Debt Security.
DTC has advised us that upon the issuance of a global Debt Security and the
deposit of that global Debt Security with DTC, DTC will immediately credit, on
its book-entry registration and transfer system, the respective principal
amounts represented by that global Debt Security to the accounts of its
participants.
We will make payment of principal of, and interest on, Debt Securities
represented by a global Debt Security to DTC or its nominee, as the case may be,
as the registered owner and holder of the global Debt Security representing
those Debt Securities. DTC has advised us that upon receipt of any payment of
principal of, or interest on, a global Debt Security, DTC will immediately
credit accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of that global Debt
Security, as shown in the records of DTC. Standing instructions and customary
practices will govern payments by participants to owners of beneficial interests
in a global Debt Security held through those participants, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name". Those payments will be the sole responsibility of those
participants, subject to any statutory or regulatory requirements that may be in
effect from time to time.
Neither we, the trustees nor any of our respective agents will be responsible
for any aspect of the records of DTC, any nominee or any participant relating
to, or payments made on account of, beneficial interests in a global Debt
Security or for maintaining, supervising or reviewing any of the records of DTC,
any nominee or any participant relating to those beneficial interests.
A global Debt Security is exchangeable for definitive Debt Securities registered
in the name of a person other than DTC or its nominee only if:
15
<PAGE> 19
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for that global Debt Security or DTC ceases to be registered
under the Securities Exchange Act of 1934;
(b) we determine in our discretion that the global Debt Security will
be exchangeable for definitive Debt Securities in registered form; or
(c) there shall have occurred and be continuing an event of default or
an event which, with notice or the lapse of time or both, would constitute
an event of default under the Debt Securities.
Any global Debt Security that is exchangeable as described in the preceding
sentence will be exchangeable in whole for definitive Debt Securities in
registered form, of like tenor and of an equal aggregate principal amount as the
global Debt Security, in denominations specified in the applicable prospectus
supplement (if other than $1,000 and integral multiples of $1,000). The
registrar will register the definitive Debt Securities in the name or names
instructed by DTC. We expect that these instructions may be based upon
directions received by DTC from its participants with respect to ownership of
beneficial interests in the global Debt Security. We will make payment of any
principal and interest on the definitive Debt Securities and will register
transfers and exchanges of those definitive Debt Securities at the corporate
trust office of the Bank in the Borough of Manhattan, The City of New York.
However, we may elect to pay interest by check mailed to the address of the
person entitled to that interest payment as of the record date, as shown on the
register for the Debt Securities.
Except as provided above, as an owner of a beneficial interest in a global Debt
Security, you will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holder of Debt
Securities for any purpose under the applicable indenture. No global Debt
Security will be exchangeable except for another global Debt Security of like
denomination and tenor to be registered in the name of DTC or its nominee.
Accordingly, you must rely on the procedures of DTC and the participant through
which you own your interest to exercise any rights of a holder under the global
Debt Security or the applicable indenture.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
Debt Security desires to take any action that a holder is entitled to take under
the Debt Securities or the indentures, DTC would authorize the participants
holding the relevant beneficial interests to take that action, and those
participants would authorize beneficial owners owning through those participants
to take that action or would otherwise act upon the instructions of beneficial
owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized under
the laws of the State of New York, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the Securities Exchange Act of 1934. DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions among its participants in those
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. (the "NASD"). Access to DTC's book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either directly
or indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
INFORMATION CONCERNING THE TRUSTEES
We, the Bank and certain of our other subsidiaries maintain deposits and conduct
other banking transactions with each of the trustees under the indentures in the
ordinary course of business.
16
<PAGE> 20
DESCRIPTION OF PREFERRED STOCK
GENERAL
Our certificate of incorporation authorizes our board of directors to cause
preferred stock to be issued in one or more series, without stockholder action.
The board of directors is authorized to issue up to 200,000,000 shares of
preferred stock, $1 par value per share, and can determine the number of shares
of each series, and the rights, preference and limitations of each series. We
may amend our certificate of incorporation to increase the number of authorized
shares of preferred stock in a manner permitted by our certificate of
incorporation and the Delaware General Corporation Law. As of the date of this
prospectus, we have six series of preferred stock outstanding, which are
described below under "Outstanding Preferred Stock".
Under regulations adopted by the Federal Reserve Board, if the holders of any
series of our preferred stock become entitled to vote for the election of
directors because dividends on that series are in arrears, that series may then
be deemed a "class of voting securities." In that case, a holder of 25% or more
of the series, or a holder of 5% or more if that holder would also be considered
to exercise a "controlling influence" over Chase, may then be subject to
regulation as a bank holding company in accordance with the Bank Holding Company
Act of 1956. In addition, (1) any other bank holding company may be required to
obtain the prior approval of the Federal Reserve Board to acquire or retain 5%
or more of that series, and (2) any person other than a bank holding company may
be required to obtain the approval of the Federal Reserve Board to acquire or
retain 10% or more of that series.
We will describe the particular terms of any series of preferred stock being
offered by use of this prospectus in the prospectus supplement relating to that
series of preferred stock. Those terms may include:
- - the number of shares being offered;
- - the title and liquidation preference per share;
- - the purchase price;
- - the dividend rate (or method for determining that rate);
- - the dates on which dividends will be paid;
- - whether dividends will be cumulative or noncumulative and, if cumulative, the
dates from which dividends will begin to accumulate;
- - any applicable redemption or sinking fund provisions;
- - any applicable conversion provisions;
- - whether we have elected to offer depositary shares with respect to that series
of preferred stock; and
- - any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of preferred stock.
If the terms of any series of preferred stock being offered differ from the
terms set forth below, we will also disclose those terms in the prospectus
supplement relating to that series of preferred stock. The following summary is
not complete. You should refer to the certificate of designations relating to
the series of the preferred stock being offered for the complete terms of that
preferred stock. We will file that certificate of designations with the SEC
promptly after the offering of the preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable. Unless
otherwise specified in the prospectus supplement, in the event we liquidate,
dissolve or wind-up our business, each series of preferred stock being offered
by use of this prospectus will have the same rank as to dividends and
distributions as our currently outstanding preferred stock and each other series
of preferred stock we may offer in the future by use of this prospectus. The
preferred stock will have no preemptive rights.
DIVIDEND RIGHTS
If you purchase preferred stock being offered by use of this prospectus, you
will be entitled to receive, when, as and if declared by our board of directors,
cash dividends at the rates and on the dates set forth in the prospectus
supplement. Dividend rates may be fixed or variable or both. Different series of
preferred stock may be entitled to dividends at different dividend rates or
based upon different methods of determination. We will pay each dividend to the
holders of record as they appear on our stock books (or, if applicable, the
records of the depositary referred to below under "Depositary Shares") on record
dates determined by the board of directors. Dividends on any series of the
preferred stock may be cumulative or
17
<PAGE> 21
noncumulative, as specified in the prospectus supplement. If the board of
directors fails to declare a dividend on any series of preferred stock for which
dividends are noncumulative, then your right to receive that dividend will be
lost, and we will have no obligation to pay the dividend for that dividend
period, whether or not we declare dividends for any future dividend period.
We may not declare or pay any dividend on any series of preferred stock, unless,
for the dividend period commencing after the immediately preceding dividend
payment date, we have previously declared and paid or we contemporaneously
declare and pay full dividends (and cumulative dividends still owing, if any) on
all other series of preferred stock which rank equally with or senior to that
preferred stock. If we do not pay the dividends on those equally and senior
ranking series in full, we may only declare dividends pro rata, so that the
amount of dividends declared per share on that series of preferred stock and on
each other equally or senior ranking series of preferred stock 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 cumulative dividends
still owing, if any, on all outstanding shares of any series of preferred stock,
we may not declare or pay dividends on our common stock and generally we may not
redeem or purchase any common stock. We will not pay interest or any sum of
money in lieu of interest in connection with any dividend payment or payments
which may be in arrears.
We will compute the amount of dividends payable for each dividend period by
annualizing the applicable dividend rate and dividing by the number of dividend
periods in a year, except that the amount of dividends payable for the initial
dividend period or any period shorter than a full dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full month, the actual number of days elapsed in the
period.
RIGHTS UPON LIQUIDATION
In the event we liquidate, dissolve or wind-up our affairs, either voluntarily
or involuntarily, if you purchase preferred stock offered by use of this
prospectus, you will be entitled to receive liquidating distributions in the
amount set forth in the prospectus supplement, plus accrued and unpaid
dividends, if any, before we make any distribution of assets to the holders of
our common stock. If we fail to pay in full all amounts payable with respect to
preferred stock being offered by us and any stock having the same rank as that
series of preferred stock, the holders of the preferred stock and of that other
stock will share in any distribution of assets in proportion to the full
respective preferential amounts to which they are entitled. After the holders of
each series of preferred stock and any stock having the same rank as the
preferred stock are paid in full, they will have no right or claim to any of our
remaining assets. Neither the sale of all or substantially all our property or
business nor a merger or consolidation by us with any other corporation will be
considered a dissolution, liquidation or winding-up of our business or affairs.
REDEMPTION
The applicable prospectus supplement will indicate whether the series of
preferred stock being offered is subject to redemption, in whole or in part,
whether at our option or mandatorily and whether or not pursuant to a sinking
fund. The redemption provisions that may apply to a series of preferred stock
being offered, including the redemption dates, the redemption prices for that
series and whether those redemption prices will be paid in cash, stock or a
combination of cash and stock, will be set forth in the prospectus supplement.
If the redemption price is to be paid only from the proceeds of the sale of our
capital stock, the terms of the series of preferred stock may also provide that,
if no such capital stock is sold or if the amount of cash received is
insufficient to pay in full the redemption price then due, the series of
preferred stock will automatically be converted into shares of the applicable
capital stock pursuant to conversion provisions specified in the prospectus
supplement.
If we are redeeming fewer than all the outstanding shares of any series of
preferred stock being offered, whether by mandatory or optional redemption, the
board of directors will determine the method for selecting the shares to be
redeemed, which may be by lot or pro rata or by any other method the board of
directors determines to be equitable. From and after the redemption date,
dividends will cease to accrue on the shares of preferred stock called for
redemption
18
<PAGE> 22
and all rights of the holders of those shares (except the right to receive the
redemption price) will cease.
In the event that we fail to pay full dividends, including accrued but unpaid
dividends, if any, on any series of preferred stock being offered, we may not
redeem that series in part and we may not purchase or acquire any shares of that
series of preferred stock, except by an offer made on the same terms to all
holders of that series of preferred stock.
CONVERSION RIGHTS
The prospectus supplement will state the terms, if any, on which shares of a
series of preferred stock being offered are convertible into shares of our
common stock or another series of our preferred stock. As described under
"-- Redemption" above, under certain circumstances, preferred stock may be
mandatorily convertible into our common stock or another series of our preferred
stock.
VOTING RIGHTS
Except as indicated below or in the prospectus supplement, or except as
expressly required by applicable law, the holders of preferred stock being
offered by use of this prospectus will not be entitled to vote. Except as
indicated in the prospectus supplement, in the event we offer full shares of any
series of preferred stock, each share will be entitled to one vote on matters on
which holders of that series of preferred stock are entitled to vote. However,
as more fully described below under "-- Depositary Shares", if we use this
prospectus to offer depositary shares representing a fraction of a share of a
series of preferred stock, each depositary share, in effect, will be entitled to
that fraction of a vote, rather than a full vote. Because each full share of any
series of preferred stock being offered will be entitled to one vote, the voting
power of that series will depend on the number of shares in that series, and not
on the aggregate liquidation preference or initial offering price of the shares
of that series of preferred stock.
If, at the time of any annual meeting of our stockholders, the equivalent of six
quarterly dividends payable on any series of preferred stock being offered by
use of this prospectus is in default, the number of directors constituting our
board of directors will be increased by two and the holders of all outstanding
series of preferred stock, voting together as a single class, will be entitled
to elect those additional two directors at that annual meeting. Each director
elected by the holders of shares of the outstanding preferred stock will
continue to serve as director for the full term for which he or she shall have
been elected, even if prior to the end of that term we have paid in full the
amount of dividends that had been in arrears. For purposes of this paragraph,
"default" means that accrued and unpaid dividends on the applicable series are
equal to or greater than the equivalent of six quarterly dividends.
Unless otherwise specified in the prospectus supplement, the terms of each
series of preferred stock being offered by use of this prospectus will state
that the approval of at least two-thirds of the outstanding shares of preferred
stock will be required to:
- - create any class or series of stock having a preference over any outstanding
series of preferred stock; or
- - change the provisions of our certificate of incorporation in a manner that
would adversely affect the voting powers or other rights of the holders of a
series of preferred stock.
The terms of the preferred stock being offered will also state that if the
amendment will not adversely affect all series of outstanding preferred stock,
then the amendment will only need to be approved by holders of at least
two-thirds of the shares of the series of preferred stock adversely affected.
19
<PAGE> 23
OUTSTANDING PREFERRED STOCK
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 NUMBER OUTSTANDING AT EARLIEST RATE IN EFFECT AT
REDEMPTION PRICE OF SEPTEMBER 30, REDEMPTION SEPTEMBER 30,
PER SHARE(a) SHARES 1998 DATE 1998
---------------- ------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Adjustable Rate, Series L
Cumulative.................... $100.00 2.0 $200 6/30/1999 4.500%(b)
Adjustable Rate, Series N
Cumulative.................... 25.00 9.1 228 6/30/1999 4.505(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 in table, plus accrued but unpaid
dividends, if any.
(b) Floating rates are based on certain U.S. Treasury rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of the Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(c) Dividends on this series for dividend periods commencing on or after July 1,
2003 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 payable may be adjusted, and the stock may be redeemed earlier
than June 30, 2003 in the event of certain amendments to the Internal
Revenue Code of 1986 relating to the dividends received deduction.
Ranking. All the outstanding series of preferred stock have the same rank. All
the 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 the board of directors, on each March
31, June 30, September 30 and December 31. Dividends on all the outstanding
preferred stock, other than the Fixed/Adjustable Rate Noncumulative Preferred
Stock, are cumulative. If we fail to declare a dividend on the Fixed/ Adjustable
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 periods.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of preferred
stock will be entitled to receive liquidating distributions, in the amount set
forth opposite that series in the table above, plus accrued and unpaid
dividends, if any, before any distribution of our assets is made to the holders
of our common stock. Each of the outstanding series of preferred stock is
redeemable at our option at a redemption price equal to the redemption price set
forth opposite that series in the table above, plus accrued but unpaid
dividends, if any. In addition, we may redeem the shares of the Fixed/Adjustable
Rate Noncumulative Preferred Stock earlier than June 30, 2003 in the event of
certain amendments to the Internal Revenue Code of 1986 relating to the
dividends received deduction.
Voting Rights. All currently outstanding series of preferred stock provide that
if, at the time of any annual meeting of our stockholders, the equivalent of six
quarterly dividends payable on any series of outstanding preferred stock is in
default, the number of directors constituting 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 two
directors at that annual meeting. Each director elected by the holders of shares
of the outstanding preferred stock will continue to serve as director for the
full term for which he or she shall have been elected, even if
20
<PAGE> 24
prior to the end of that term we have paid in full the amount of dividends that
had been in arrears. For purposes of this paragraph, "default" means that
accrued and unpaid dividends on the applicable series are equal to or greater
than the equivalent of six quarterly dividends.
Each series of the outstanding preferred stock other than the 10.96% Cumulative
Preferred Stock and Adjustable Rate, Series L Cumulative Preferred Stock
provides (and, unless otherwise specified in the prospectus supplement, each
series of preferred stock being offered by use of this prospectus will 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:
- - create any class or series of stock having a preference over any outstanding
series of preferred stock; or
- - change the provisions of our certificate of incorporation in a manner 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 will not
adversely affect all series of outstanding preferred stock, then the amendment
will only need to be approved by holders of at least two-thirds of the shares of
the series of preferred stock adversely affected.
The 10.96% Cumulative Preferred Stock and the Adjustable Rate, Series L
Cumulative Preferred Stock each provide as follows:
- - 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
- - the consent of the holders of at least two-thirds of the voting power of that
series and each other series of preferred stock having the same rank, voting
together as a single class without regard to series, is required to create,
authorize, issue, or reclassify any stock into, any additional class or series
of stock ranking prior to that series as to dividends or upon liquidation, or
any other security or obligation convertible into or exercisable for any such
prior-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. will be the transfer agent, registrar
and dividend disbursement agent for any preferred stock or depositary shares
being offered by use of this prospectus. The registrar for the preferred stock
will send notices to the holders of the preferred stock of any meetings at which
those holders will have the right to elect directors or to vote on any other
matter.
DEPOSITARY SHARES
General. We may, at our option, elect to offer fractional shares of preferred
stock, rather than full shares of preferred stock. If we do, we will issue to
the public receipts for depositary shares, and each of these depositary shares
will represent a fraction of a share of a particular series of preferred stock.
We will specify that fraction in the prospectus supplement.
The shares of any series of preferred stock underlying the depositary shares
will be deposited under a deposit agreement between us and a depositary selected
by us. The depositary will be a bank or trust company and will have its
principal office in the United States and a combined capital and surplus of at
least $50,000,000. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fractional
interest in shares of preferred stock underlying that depositary share, to all
the rights and preferences of the preferred stock underlying that depositary
share. Those rights include dividend, voting, redemption, conversion and
liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under the
deposit agreement. We will issue depositary receipts to those persons who
purchase the fractional interests in the preferred stock underlying the
depositary shares, in accordance with the terms of the offering. The following
summary of the deposit agreement, the depositary shares and the depositary
receipts is not complete. You should refer to the forms of the deposit agreement
and depositary receipts that are filed as exhibits to the registration
statement.
21
<PAGE> 25
Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received in respect of the preferred stock
to the record holders of related depositary shares in proportion to the number
of depositary shares owned by those holders.
If we make a distribution other than in cash, the depositary will distribute
property received by it to the record holders of depositary shares that are
entitled to receive the distribution, unless the depositary determines that it
is not feasible to make the distribution. If this occurs, the depositary may,
with our approval, sell the property and distribute the net proceeds from the
sale to the applicable holders.
Redemption of Depositary Shares. Whenever we redeem shares of preferred stock
that are held by the depositary, the depositary will redeem, as of the same
redemption date, the number of depositary shares representing the shares of
preferred stock so redeemed. The redemption price per depositary share will be
equal to the applicable fraction of the redemption price per share payable with
respect to that series of the preferred stock. If fewer than all the depositary
shares are to be redeemed, the depositary will select the depositary shares to
be redeemed by lot or pro rata as determined by the depositary.
Depositary shares called for redemption will no longer be outstanding after the
applicable redemption date, and all rights of the holders of those depositary
shares will cease, except the right to receive any money, securities, or other
property upon surrender to the depositary of the depositary receipts evidencing
those depositary shares.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which the
holders of preferred stock are entitled to vote, the depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary shares underlying that preferred stock. Each record holder of those
depositary shares on the record date (which will be the same date as the record
date for the preferred stock) will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of the preferred
stock underlying that holder's depositary shares. The depositary will try, as
far as practicable, to vote the number of shares of preferred stock underlying
those depositary shares in accordance with those instructions, and we will agree
to take all action which the depositary deems necessary in order to enable the
depositary to do so. The depositary will not vote the shares of preferred stock
to the extent it does not receive specific instructions from the holders of
depositary shares underlying the preferred stock.
Amendment and Termination of the Deposit Agreement. We and the depositary may
amend the form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement at any time. However, any amendment that
materially and adversely alters the rights of the holders of depositary shares
will not be effective unless the amendment has been approved by the holders of
at least a majority of the depositary shares then outstanding. The deposit
agreement may be terminated by us or by the depositary only if (1) all
outstanding depositary shares have been redeemed or (2) there has been a final
distribution of the underlying preferred stock in connection with our
liquidation, dissolution or winding up and the preferred stock has been
distributed to the holders of depositary receipts.
Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will also pay charges of the depositary in connection with the
initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary receipts will pay other transfer and other taxes
and governmental charges and such other charges, including a fee for the
withdrawal of shares of preferred stock upon surrender of depositary receipts,
as are expressly provided in the deposit agreement to be for their accounts.
Resignation and Removal of Depositary. The depositary may resign at any time by
delivering a notice to us of its election to do so. We may remove the depositary
at any time. Any such resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of its appointment. We
must appoint a successor depositary within 60 days after delivery of the notice
of resignation or removal. The successor depositary must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
22
<PAGE> 26
Miscellaneous. The depositary will forward to holders of depository receipts
all reports and communications from us that we deliver to the depositary and
that we are required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performing in good faith our respective duties
under the deposit agreement. Neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding relating to any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons believe to be competent and on documents
we believe to be genuine.
PERMANENT GLOBAL PREFERRED SECURITIES
We may issue certain series of the preferred stock or depositary shares as
permanent global securities and deposit them with a depositary with respect to
that series. Unless otherwise indicated in the prospectus supplement, the
following is a summary of the depositary arrangements applicable to preferred
stock or depositary receipts issued in permanent global form and for which DTC
acts as the depositary ("global preferred securities").
Each global preferred security will be deposited with, or on behalf of, DTC or
its nominee and registered in the name of a nominee of DTC. Except under the
limited circumstances described below, global preferred securities are not
exchangeable for definitive certificated preferred stock or depositary receipts.
Only DTC's participants or persons that may hold interests through those
participants may own beneficial interests in a global preferred security. DTC
will maintain records reflecting ownership of beneficial interests by
participants in the global preferred securities and transfers of those
interests. Participants will maintain records evidencing ownership of beneficial
interests in the global preferred securities by persons that hold through those
participants and transfers of those interests within those participants. DTC has
no knowledge of the actual beneficial owners of the preferred stock or
depositary shares, as the case may be, represented by a global preferred
security. You will not receive written confirmation from DTC of your purchase of
a beneficial interest in a global preferred security, but we do expect that you
will receive written confirmations providing details of the transaction, as well
as periodic statements of your holdings, from the participants through which you
entered the transaction. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of those securities in
definitive form. Those laws may impair your ability to transfer beneficial
interests in a global preferred security.
DTC has advised us that upon the issuance of a global preferred security and the
deposit of that global preferred security with DTC, DTC will immediately credit,
on its book-entry registration and transfer system, the respective principal
amounts represented by that global preferred security to the accounts of its
participants.
We will make payments on preferred stock and depositary shares represented by a
global preferred security to DTC or its nominee, as the case may be, as the
registered owner and holder of the global preferred security representing the
preferred stock or depositary shares. DTC has advised us that upon receipt of
any payment on a global preferred security, DTC will immediately credit accounts
of participants with payments in amounts proportionate to their respective
beneficial interests in that global preferred security, as shown in the records
of DTC. Standing instructions and customary practices will govern payments by
participants to owners of beneficial interests in a global preferred security
held through those participants, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name". Those
payments will be the sole responsibility of those participants, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on
account of beneficial interests in a global preferred security or for
maintaining, supervising or reviewing any of the records of DTC, any nominee or
any participant relating to those beneficial interests.
23
<PAGE> 27
A global preferred security is exchangeable for definitive certificated
preferred stock or depositary receipts, as the case may be, registered in the
name of a person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for the global preferred security or DTC ceases to be registered
under the Securities Exchange Act of 1934; or
(b) We determine in our discretion that the global preferred security
will be exchangeable for definitive preferred stock or depositary receipts,
as the case may be, in registered form.
Any global preferred security that is exchangeable as described in the preceding
sentence will be exchangeable in whole for definitive certificated preferred
stock or depositary receipts, as the case may be, registered by the registrar in
the name or names instructed by DTC. We expect that those instructions may be
based upon directions received by DTC from its participants with respect to
ownership of beneficial interests in that global preferred security.
Except as provided above, as an owner of a beneficial interest in a Global
Preferred Security, you will not be entitled to receive physical delivery of
certificates representing shares of preferred stock or depositary shares, as the
case may be, and will not be considered the holder of preferred stock or
depositary shares, as the case may be. No global preferred security will be
exchangeable except for another global preferred security to be registered in
the name of DTC or its nominee. Accordingly, you must rely on the procedures of
DTC and the participant through which you own your interest to exercise any
rights of a holder of preferred stock or depositary shares, as the case may be.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
preferred security desires to take any action that a holder of preferred stock
or depositary shares, as the case may be, is entitled to take, DTC would
authorize the participants holding the relevant beneficial interests to take
that action and those participants would authorize beneficial owners owning
through those participants to take that action or would otherwise act upon the
instructions of beneficial owners owning through them.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of common stock. As of September 30, 1998, we had
881,549,790 shares of common stock issued (including 36,029,776 shares held in
treasury) and had reserved approximately 142,309,139 shares of common stock for
issuance under various employee or director incentive, compensation and option
plans.
The following summary is not complete. You should refer to the applicable
provisions of our certificate of incorporation, including the certificates of
designations pursuant to which the outstanding series of preferred stock were
issued, and to the Delaware General Corporation Law for a complete statement of
the terms and rights of the common stock.
Dividends. Holders of common stock are entitled to receive dividends when, as
and if declared by the board of directors, out of funds legally available for
their payment, subject to the rights of holders of the preferred stock.
Voting Rights. 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
pursuant to applicable law or the provision of the certificate of designations
creating that series, all voting rights are vested in the holders of shares of
common stock. Holders of shares of 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.
Rights Upon Liquidation. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of 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 the full liquidation
preferences of all series of our outstanding preferred stock.
Miscellaneous. The issued and outstanding shares of common stock are fully paid
and nonassessable. Holders of shares of common stock
24
<PAGE> 28
are not entitled to preemptive rights. Shares of common stock are 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 the common stock.
DESCRIPTION OF SECURITIES WARRANTS
We may issue Securities Warrants for the purchase of Debt Securities, preferred
stock or common stock. We may issue Securities Warrants independently or
together with Debt Securities, preferred stock, common stock or other
securities. Each series of Securities Warrants will be issued under a separate
securities warrant agreement to be entered into between us and the Bank or
another bank or trust company, as warrant agent. The warrant agent will act
solely as our agent in connection with the Securities Warrants and will not
assume any obligation or relationship of agency or trust for or with any
registered holders or beneficial owners of Securities Warrants. This summary of
certain provisions of the Securities Warrants and the securities warrant
agreement is not complete. You should refer to the securities warrant agreement,
including the forms of Securities Warrant certificate representing the
Securities Warrants, relating to the specific Securities Warrants being offered
for the complete terms of the securities warrant agreement and the Securities
Warrants. We will file that securities warrant agreement, together with the form
of Securities Warrants, with the SEC promptly after the offering of the specific
Securities Warrants.
Each Securities Warrant will entitle the holder to purchase the principal amount
of Debt Securities or the number of shares of preferred stock or common stock at
the exercise price set forth in, or calculable as set forth in, the prospectus
supplement. The exercise price may be subject to adjustment upon the occurrence
of certain events, as set forth in the prospectus supplement. After the close of
business on the expiration date of the Securities Warrants, unexercised
Securities Warrants will become void. We will also specify in the prospectus
supplement the place or places where, and the manner in which, Securities
Warrants may be exercised.
Prior to the exercise of any Securities Warrants, holders of the Securities
Warrants will not have any of the rights of holders of the Debt Securities,
preferred stock or common stock, as the case may be, purchasable upon exercise
of those Securities Warrants, including, (1) in the case of Securities Warrants
for the purchase of Debt Securities, the right to receive payments of principal
of (and premium, if any) or interest, if any, on the Debt Securities purchasable
upon exercise or to enforce covenants in the applicable indenture, or (2) in the
case of Securities Warrants for the purchase of preferred stock or common stock,
the right to receive payments of dividends, if any, on the preferred stock or
common stock purchasable upon exercise or to exercise any applicable right to
vote.
DESCRIPTION OF CURRENCY WARRANTS
We have described below certain general terms and provisions of the Currency
Warrants that we may offer. We will describe the particular terms of the
Currency Warrants and the extent, if any, to which general provisions described
below do not apply to the Currency Warrants offered in the prospectus
supplement. The following summary is not complete. You should refer to the
Currency Warrants and the currency warrant agreement relating to the specific
Currency Warrants being offered for the complete terms of those Currency
Warrants. We will file the form of Currency Warrants and currency warrant
agreement with the SEC promptly after the offering of the specific Currency
Warrants.
We will issue each issue of Currency Warrants under a currency warrant agreement
to be entered into between us and the Bank or another bank or trust company, as
warrant agent. The warrant agent will act solely as our agent under the
applicable currency warrant agreement and will not assume any obligation or
relationship of agency or trust for or with any holders of Currency Warrants.
We may issue Currency Warrants either in the form of:
- - currency put warrants, which entitle the holders to receive from us the cash
settlement value in U.S. dollars of the right to sell a specified amount of a
specified foreign currency or composite currency (the "Designated Currency")
for a specified amount of U.S. dollars; or
25
<PAGE> 29
- - currency call warrants, which entitle the holders to receive from us the cash
settlement value in U.S. dollars of the right to purchase a specified amount
of a Designated Currency for a specified amount of U.S. dollars.
As a prospective purchaser of Currency Warrants, you should be aware of special
United States Federal income tax considerations applicable to instruments such
as the Currency Warrants. The prospectus supplement relating to each issue of
Currency Warrants will describe those tax considerations.
Unless otherwise specified in the applicable prospectus supplement, we will
issue the Currency Warrants in the form of global Currency Warrant certificates,
registered in the name of a depositary or its nominee. Holders will not be
entitled to receive definitive certificates representing Currency Warrants. A
holder's ownership of a Currency Warrant will be recorded on or through the
records of the brokerage firm or other entity that maintains the holder's
account. In turn, the total number of Currency Warrants held by an individual
brokerage firm for its clients will be maintained on the records of the
depositary in the name of that brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
Each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
that issue of Currency Warrants. In the event that the Currency Warrants are
delisted from, or permanently suspended from trading on, the applicable national
securities exchange, the expiration date for those Currency Warrants will be the
date the delisting or trading suspension becomes effective, and Currency
Warrants not previously exercised will be deemed automatically exercised on that
expiration date. The applicable currency warrant agreement will contain a
covenant from us that we will not seek to delist the Currency Warrants or
suspend their trading on the applicable national securities exchange unless we
have concurrently arranged for listing on another national securities exchange.
Currency Warrants involve a high degree of risk, including risks arising from
fluctuations in the price of the underlying currency, foreign exchange risks and
the risk that the Currency Warrants will expire worthless. Further, the cash
settlement value of Currency Warrants at any time prior to exercise or
expiration may be less than the trading value of the Currency Warrants. The
trading value of the Currency Warrants will fluctuate because that value is
dependent, at any time, on a number of factors, including the time remaining to
exercise the Currency Warrants, the relationship between the exercise price of
the Currency Warrants and the price of the Designated Currency, and the exchange
rate associated with the Designated Currency. Because Currency Warrants are
unsecured obligations of Chase, changes in our perceived creditworthiness may
also be expected to affect the trading prices of Currency Warrants. Finally, the
amount of actual cash settlement of a Currency Warrant may vary as a result of
fluctuations in the price of the Designated Currency between the time you give
instructions to exercise the Currency Warrant and the time the exercise is
actually effected.
As a prospective purchaser of Currency Warrants you should be prepared to
sustain a loss of some or all of the purchase price of your Currency Warrants.
You should also be experienced with respect to options and option transactions
and should reach an investment decision only after careful consideration with
your advisers of the suitability of the Currency Warrants in light of your
particular financial circumstances. You should also consider the information set
forth under "Risk Factors" in the prospectus supplement relating to the
particular issue of Currency Warrants and to the other information regarding the
Currency Warrants and the Designated Currency set forth in this prospectus and
the prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the Debt Securities, preferred stock, depositary shares, common
stock, Securities Warrants or Currency Warrants being offered by use of this
prospectus:
- - through underwriters;
- - through dealers;
- - through agents; or
- - directly to purchasers.
26
<PAGE> 30
We will set forth the terms of the offering of any securities being offered in
the applicable prospectus supplement.
If we utilize underwriters in an offering of securities using this prospectus,
we will execute an underwriting agreement with those underwriters. The
underwriting agreement will provide that the obligations of the underwriters
with respect to a sale of the offered securities are subject to certain
conditions precedent and that the underwriters will be obligated to purchase all
the offered securities if any are purchased. Underwriters may sell those
securities to or through dealers. The underwriters may change any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers from time to time. If we utilize underwriters in an offering of
securities using this prospectus, the applicable prospectus supplement will
contain a statement regarding the intention, if any, of the underwriters to make
a market in the offered securities.
If we utilize a dealer in an offering of securities using this prospectus, we
will sell the offered securities to the dealer, as principal. The dealer may
then resell those securities to the public at a fixed price or at varying prices
to be determined by the dealer at the time of resale.
We may also use this prospectus to offer and sell securities through agents
designated by us from time to time. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a reasonable efforts basis for the
period of its appointment.
Underwriters, dealers or agents participating in a distribution of securities by
use of this prospectus may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
offered securities, whether received from us or from purchasers of offered
securities for whom they act as agent, may be deemed to be underwriting
discounts and commissions under the Securities Act.
Under agreements that we may enter into, underwriters, dealers or agents who
participate in the distribution of securities by use of this prospectus may be
entitled to indemnification by us against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments that those underwriters, dealers or agents may be required to make.
We may offer to sell securities either at a fixed price or prices which may be
changed, at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices.
Underwriters, dealers, agents or their affiliates may be customers of, engage in
transactions with, or perform services for, us, the Bank, Chase USA, Chase Texas
or CSI or certain of our other subsidiaries in the ordinary course of business.
Under Rule 2720 of the Conduct Rules of the NASD, when an NASD member, such as
CSI, participates in the distribution of an affiliated company's securities, the
offering must be conducted in accordance with the applicable provisions of Rule
2720. CSI is considered to be an "affiliate" (as that term is defined in Rule
2720) of ours by virtue of the fact that we own all of the outstanding equity
securities of CSI. Any offer and sale of offered securities by CSI or any other
qualified affiliate of ours will comply with the requirements of Rule 2720
regarding the underwriting of securities of affiliates and with any restrictions
that may be imposed on CSI or our other affiliates by the Federal Reserve Board.
Our direct or indirect wholly-owned subsidiaries, including CSI, may use this
prospectus and the related prospectus supplement in connection with offers and
sales of securities in the secondary market. Those subsidiaries may act as
principal or agent in those transactions. Secondary market sales will be made at
prices related to prevailing market prices at the time of sale.
We may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the applicable prospectus supplement, none of
our directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with those direct sales. Those
persons may respond to inquiries by potential purchasers and perform ministerial
and clerical work in connection with direct sales.
We may authorize underwriters, dealers and agents to solicit offers by certain
institutions to purchase securities pursuant to delayed delivery contracts
providing for payment and delivery on a future date specified in the prospectus
supplement. Institutions with which delayed delivery contracts
27
<PAGE> 31
may be made include commercial and savings banks, insurance companies,
educational and charitable institutions and other institutions we may approve.
The obligations of any purchaser under any delayed delivery contract will not be
subject to any conditions except that any related sale of offered securities to
underwriters shall have occurred and the purchase by an institution of the
securities covered by its delayed delivery contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which that institution is subject.
EXPERTS
The audited financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 1997 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.
LEGAL OPINIONS
Simpson Thacher & Bartlett, New York, New York, will provide an opinion for us
regarding the validity of the Offered Securities and Cravath, Swaine & Moore,
New York, New York will provide such an opinion for the underwriters. Cravath,
Swaine & Moore acts as legal counsel to us and our subsidiaries in a substantial
number of matters on a regular basis.
28
<PAGE> 32
[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
Affiliates of The Chase Manhattan Corporation, including Chase Securities Inc.,
may use this prospectus in connection with offers and sales in the secondary
market of senior or subordinated debt securities, preferred stock or depositary
shares of The Chase Manhattan Corporation or warrants to purchase those debt
securities, shares of preferred stock or depository shares. These affiliates may
act as principal or agent in those transactions. Secondary market sales made by
them will be made at prices related to market prices at the time of sale.
Of the series of debt securities issued and outstanding as of the date of this
prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:
<TABLE>
<CAPTION>
DEBT SECURITIES TICKER SYMBOL
- --------------- -------------
<S> <C>
7 3/4% Subordinated Notes Due 1999.......................... CMBOY
8% Subordinated Notes Due 1999.............................. CMBO
7 1/2% Subordinated Notes Due 2003.......................... CMBS
Floating Rate Subordinated Notes Due 2003................... CMBSX
Floating Rate Subordinated Notes Due August 1, 2003......... CMBSY
7 7/8% Subordinated Notes Due 2004.......................... CMBTX
8% Subordinated Notes Due 2004.............................. CMBT
6 1/2% Subordinated Notes Due 2005.......................... CMBU
6 1/4% Subordinated Notes Due 2006.......................... CMBV
6 1/8% Subordinated Notes Due 2008.......................... CMBAX
6 3/4% Subordinated Notes Due 2008.......................... CMBAA
6 1/2% Subordinated Notes Due 2009.......................... CMBBB
</TABLE>
Of the series of preferred stock issued and outstanding as of the date of this
prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:
<TABLE>
<CAPTION>
PREFERRED STOCK TICKER SYMBOL
- --------------- -------------
<S> <C>
9.76% Cumulative Preferred Stock............................ CMBPRB
10.84% Cumulative Preferred Stock........................... CMBPRC
10.96% Cumulative Preferred Stock........................... CMBPRG
Adjustable Rate Cumulative Preferred Stock, Series L........ CMBPRL
Adjustable Rate Cumulative Preferred Stock, Series N........ CMBPRN
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT USE THIS PROSPECTUS TO SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE AN OFFER OR SALE IS NOT PERMITTED.
This prospectus is dated , 1999.
<PAGE> 33
IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT TO
THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION.
WE ARE OFFERING TO SELL THESE SECURITIES ONLY IN PLACES WHERE SALES ARE
PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED IN THIS
PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information About
the Company............................ 2
The Chase Manhattan Corporation.......... 3
Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements........................... 4
Description of Company Debt Securities... 4
Description of Heritage Chase Debt
Securities............................. 18
Description of MHC Subordinated
Securities............................. 25
Permanent Global Debt Securities......... 27
Description of Capital Stock............. 29
Experts.................................. 33
</TABLE>
<PAGE> 34
WHERE YOU CAN FIND MORE
INFORMATION ABOUT THE COMPANY
The Chase Manhattan Corporation (the "Company", which may be referred to as "we"
or "us") files annual, quarterly and current reports, proxy statements and other
information with the SEC. 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
on 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 this information. We incorporate by reference the documents listed
below and any future filings made 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) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 28,
1998, March 17, 1998, April 24, 1998, May 20, 1998, June 15, 1998, July 24,
1998, July 30, 1998, September 2, 1998, September 8, 1998, September 11,
1998, September 29, 1998, October 23, 1998, November 18, 1998 and December
16, 1998.
(d) The descriptions of our common stock and preferred stock contained
in our registration statements filed under Section 12 of the Securities
Exchange Act of 1934.
You may request a copy of these filings, 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, NY 10017
212-270-4040
2
<PAGE> 35
THE CHASE MANHATTAN CORPORATION
GENERAL
The Company is a bank holding company registered under the Bank Holding Company
Act of 1956. We were organized as a Delaware corporation in 1968. As of
September 30, 1998, we were one of the largest banking institutions in the
United States, with $356 billion in assets and $23 billion in stockholders'
equity.
Through our subsidiaries, we conduct domestic and international financial
services businesses. Our principal bank subsidiaries are The Chase Manhattan
Bank, a New York banking corporation (the "Bank"), Chase Manhattan Bank USA,
National Association, headquartered in Delaware ("Chase USA"), and Chase Bank of
Texas, National Association, headquartered in Texas ("Chase Texas"). Our
principal non-bank subsidiary is Chase Securities Inc. ("CSI"), which is engaged
in securities underwriting and dealing.
BUSINESS
Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.
Global Banking
Our Global Banking business included, as of September 30, 1998:
- - Global Markets, which conducts trading and sales of foreign exchange,
derivatives, fixed income securities and commodities and asset/liability
management activities;
- - Global Investment Banking, which provides financing and advisory services to
corporations, financial institutions, financial sponsors and governments;
- - Corporate Lending, which provides credit and lending services to clients
globally;
- - Chase Capital Partners, which provides equity and mezzanine financing in the
United States and abroad;
- - Global Asset Management and Private Banking, which serves high net worth
individuals and families, and institutional, mutual fund and self-directed
investors located throughout the world;
- - Middle Market, which provides financial services to companies with annual
sales ranging from $10 million to $500 million; and
- - Chase Texas (other than its consumer and global services businesses), which is
the primary bank for more corporations than any other bank in Texas.
National Consumer Services
Our National Consumer Services business included, as of September 30, 1998:
- - Cardmember Services, which includes the fourth-largest bank credit card issuer
in the U.S. as of September 30, 1998, as well as Chase's international
consumer business;
- - Regional Consumer Banking, which maintains a leading share of primary banking
relationships among consumers and small businesses in the New York
metropolitan tri-state area and which also includes the consumer business of
Chase Texas;
- - Chase Home Finance, which is the third largest originator and fourth largest
servicer of residential mortgage loans in the U.S. as of September 30, 1998;
and
- - Diversified Consumer Services, a leading provider of automobile financing,
student lending and unsecured consumer lending.
Chase Technology Solutions
Chase Technology solutions combines Chase's Global Services businesses,
Information Technology and Operations and Electronic Commerce initiatives into a
single group. Global Services is a leading provider of information and
transaction services globally and includes custody, cash management, trust and
other fiduciary services.
3
<PAGE> 36
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Our consolidated ratios of earnings to fixed charges and our consolidated ratios
of earnings to combined fixed charges and preferred stock dividend requirements
are as follows:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits..... 1.77 1.82 1.66 1.90 1.86 1.62
Including Interest on Deposits..... 1.39 1.43 1.32 1.41 1.42 1.31
Earnings to Combined Fixed Charges
and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits..... 1.74 1.77 1.60 1.82 1.76 1.52
Including Interest on Deposits..... 1.38 1.41 1.30 1.38 1.38 1.27
</TABLE>
For purposes of computing the above ratios, earnings represent net income from
continuing operations plus total taxes based on income and fixed charges. Fixed
charges, excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense, one-third
(the proportion deemed representative of the interest factor) of rents, net of
income from subleases, and capitalized interest.
DESCRIPTION OF COMPANY
DEBT SECURITIES
The Company, which includes Chemical Banking Corporation prior to its merger
with The Chase Manhattan Corporation ("heritage Chase"), has issued debt
securities (the "Company Debt Securities") from time to time, including senior
debt securities (the "Company Senior Securities") and subordinated debt
securities (the "Company Subordinated Securities"). The following summary of
certain provisions of the Company Debt Securities and the indentures under which
they were issued (the "Company Indentures") is not complete. You should refer to
the Company Indentures, copies of which are exhibits to the registration
statement of which this prospectus is a part (Registration Statement File No.
; the "registration statement"). Section references below are to the
section in the applicable Company Indenture. The Company Debt Securities,
together with the other debt securities covered by this prospectus are referred
to as the "Debt Securities."
GENERAL
We have issued the Company Senior Securities under an Indenture, dated as of
December 1, 1989 (the "Company Senior Indenture"), between us and Bankers Trust
Company, as trustee. We have issued the Company Subordinated Securities under an
Indenture, as amended and restated as of December 15, 1992 (the "Company
Subordinated Indenture"), between us and U.S. Bank Trust National Association,
as trustee. The Company Debt Securities may be offered together with warrants to
purchase the Company Debt Securities, warrants to purchase shares of common
stock, warrants to purchase shares of preferred stock or currency warrants
entitling the holder to receive the cash value in U.S. dollars of the right to
purchase or the right to sell foreign currencies or composite currencies. A
supplement to this prospectus will describe the specific terms of any warrants
that may be issued.
Neither Company Indenture limits the amount of Company Debt Securities that we
may issue. Each Company Indenture provides that we may issue Company Debt
Securities up to the principal amount we authorize from time to time.
We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the Company Debt
Securities will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that the Company may itself
4
<PAGE> 37
be recognized, and receives payment, as a creditor of those subsidiaries. Claims
of creditors of our subsidiaries other than the Company include substantial
amounts of long-term debt, deposit liabilities, federal funds purchased,
securities sold under repurchase agreements, commercial paper and other
short-term borrowings.
We have issued the Company Debt Securities only in fully registered form without
coupons. We may have issued some of the Company Debt Securities only as
permanent global Company Debt Securities. See "Permanent Global Debt Securities"
below. You will not be required to pay a service charge for any transfer or
exchange of the Company Debt Securities, but we may require payment of any taxes
or other governmental charges.
Unless a particular issue of Company Debt Securities is represented by a
permanent global note, we will pay the principal of (and premium, if any) and
interest, if any, on the Company Debt Securities at the corporate trust office
of the Bank in New York City. You may also make transfers or exchanges of the
Company Debt Securities at that location. We also have the right to pay interest
on any Company Debt Securities by check mailed to the registered holders of the
Company Debt Securities at their registered addresses. In connection with any
payment on a Company Debt Security, we may require the holder to certify
information to the Company. In the absence of that certification, we may rely on
any legal presumption to determine our responsibilities, if any, to deduct or
withhold taxes, assessments or governmental charges from the payment.
We may have issued some of the Company Debt Securities as original issue
discount Company Debt Securities. Original issue discount Company Debt
Securities bear no interest or bear interest at a below-market rate and will be
sold at a discount below their stated principal amount. Persons considering the
purchase, ownership or disposition of such original issue discount Company Debt
Securities should consult their own tax advisors concerning the United States
Federal income tax consequences to them with regard to the purchase, ownership
or disposition of those securities in light of their particular situations as
well as any consequences arising under the laws of any other taxing
jurisdiction.
Neither Company Indenture limits our ability to enter into a highly leveraged
transaction or provides you with any special protection in the event of such a
transaction. In addition, neither Company Indenture provides special protection
in the event of a sudden and dramatic decline in our credit quality resulting
from a takeover, recapitalization or similar restructuring of the Company.
COMPANY SENIOR SECURITIES
The Company Senior Securities are direct, unsecured general obligations of the
Company and constitute Senior Indebtedness having the same rank as our other
Senior Indebtedness. For a definition of Senior Indebtedness, see "Description
of Company Debt Securities -- Company Subordinated Securities -- Subordination"
below.
Limitation on Disposition of Stock of the Bank. The Company Senior Indenture
contains a covenant by us that, so long as any of the Company Senior Securities
are outstanding, neither we nor any Intermediate Subsidiary (as defined below)
will dispose of any shares of voting stock of the Bank, or any securities
convertible into, or options, warrants or rights to purchase shares of voting
stock of the Bank, except to the Company or an Intermediate Subsidiary. In
addition, the covenant provides that neither we nor any Intermediate Subsidiary
will permit the Bank to issue any shares of its voting stock, or securities
convertible into, or options, warrants or rights to purchase shares of its
voting stock, nor will we permit any Intermediate Subsidiary to cease to be an
Intermediate Subsidiary. However, this covenant is subject to our rights in
connection with our consolidation or merger with or into another person or a
sale of our assets. These restrictions also will not apply if (1) the
disposition of voting stock of the Bank, or any securities convertible into, or
options, warrants or rights to purchase shares of voting stock of the Bank, is
made for fair market value, as determined by the board of directors of the
Company or the Intermediate Subsidiary, and (2) after giving effect to the
transaction, we and any one or more of our Intermediate Subsidiaries will
collectively own at least 80% of the issued and outstanding voting stock of the
Bank or any successor to the Bank free and clear of any security interest. The
above covenant also does not restrict the Bank from being consolidated with or
merged into another domestic banking corporation, if after the merger
5
<PAGE> 38
or consolidation the Company, or its successor, and any one or more Intermediate
Subsidiaries own at least 80% of the voting stock of the resulting bank and no
event of default (and no event which, after notice or lapse of time or both,
would become an event of default) shall have happened and be continuing. The
Company Senior Indenture defines an Intermediate Subsidiary as a Subsidiary (1)
that is organized under the laws of any domestic jurisdiction and (2) of which
all the shares of capital stock, and all securities convertible into, and
options, warrants and rights to purchase shares of capital stock, are owned
directly by the Company, free and clear of any security interest. As used above,
"voting stock" means a class of stock having general voting power under ordinary
circumstances irrespective of the happening of a contingency. The above covenant
would not prevent the Bank from engaging in a sale of assets to the extent
otherwise permitted by the Company Senior Indenture. (Section 1006).
Events of Default. The Company Senior Indenture defines an event of default
with respect to any series of Company Senior Securities as any one of the
following events:
(1) default in the payment of interest on any Company Senior Security
of that series and continuance of that default for 30 days;
(2) default in the payment of principal of (or premium, if any, on)
any Company Senior Security of that series at maturity;
(3) default in the deposit of any sinking fund payment and continuance
of that default for 5 days;
(4) failure by the Company for 60 days after notice to perform any of
the other covenants or warranties in the Company Senior Indenture
applicable to that series;
(5) (A) failure by the Company to pay indebtedness for money borrowed
by the Company, including Company Senior Securities of other series, in an
aggregate principal amount exceeding $25,000,000, at the later of final
maturity or the expiration of any applicable grace period or (B)
acceleration of the maturity of any of the Company's indebtedness for money
borrowed by the Company, including Company Senior Securities of other
series, in an aggregate principal amount exceeding $25,000,000, if that
failure to pay or acceleration results from a default under the instrument
giving rise to or securing the indebtedness for money borrowed by Chase and
is not rescinded or annulled within 30 days after due notice, unless the
default is contested in good faith by appropriate proceedings;
(6) certain events of bankruptcy, insolvency or reorganization of the
Company or the Bank; and
(7) any other event of default specified with respect to Company
Senior Securities of that series. (Section 501).
If any event of default with respect to Company Senior Securities of any series
occurs and is continuing, either the trustee or the holders of not less than 25%
in principal amount of the outstanding Company Senior Securities of that series
may declare the principal amount (or, if the Company Senior Securities of that
series are original issue discount securities, a specified portion of the
principal amount) of all Company Senior Securities of that series to be due and
payable immediately. No such declaration is required upon certain events of
bankruptcy. Subject to certain conditions, the holders of a majority in
principal amount of the outstanding Company Senior Securities of that series may
annul the declaration and waive past defaults (except uncured payment defaults
and certain other specified defaults) (Sections 502 and 513).
The Company Senior Indenture requires the trustee to, within 90 days after the
occurrence of a default known to it with respect to any outstanding series of
Company Senior Securities, give the holders of that series notice of the default
if uncured or not waived. The trustee may withhold the notice if it determines
in good faith that the withholding of the notice is in the interest of those
holders. However, the trustee may not withhold the notice in the case of a
payment default. The trustee may not give the above notice until 60 days after
the occurrence of a default in the performance of a covenant in the Company
Senior Indenture other than a covenant to make payment. The term "default" for
the purpose only of this provision means any event that is, or after notice or
lapse of time or both would become, an event of default with respect to Company
Senior Securities of that series. (Section 602).
6
<PAGE> 39
Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
Company Senior Indenture at the request or direction of any of the holders of
Senior Securities, unless the holders have offered to the trustee reasonable
security or indemnity. (Section 603). The Company Senior Indenture provides that
the holders of a majority in principal amount of outstanding Company Senior
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee for that series, or
exercising any trust or other power conferred on the trustee. However, the
trustee may decline to act if the direction is contrary to law or the Company
Senior Indenture. (Section 512).
The Company Senior Indenture includes a covenant requiring us to file annually
with the trustee a certificate of no default, or specifying any default that
exists. (Section 1007).
Defeasance and Covenant Defeasance. The Company Senior Indenture contains a
provision that, if made applicable to any series of Company Senior Securities,
permits the Company to elect (1) defeasance, which would discharge us from all
of our obligations (subject to limited exceptions) with respect to any Company
Senior Securities of that series then outstanding, and/or (2) covenant
defeasance, which would release us from our obligations under certain covenants
and the consequences of the occurrence of an event of default resulting from a
breach of these covenants or a cross-default. To make either of the above
elections, we must deposit in trust with the trustee money and/or U.S.
Government Obligations (as defined below) which through the payment of principal
and interest in accordance with their terms will provide sufficient money,
without reinvestment, to repay in full those Company Senior Securities. As used
in the Company Senior Indenture, U.S. Government Obligations are (A) direct
obligations of the United States or of an agency or instrumentality of the
United States, in either case that is or is guaranteed as a full faith and
credit obligation of the United States and that is not redeemable by the issuer
and (B) certain depositary receipts with respect to an obligation referred to in
Clause (A).
As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of Company Senior Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the defeasance or covenant defeasance and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if defeasance or covenant defeasance had not occurred. That
opinion, in the case of defeasance, but not covenant defeasance, must refer to
and be based upon a ruling received by us from the Internal Revenue Service or
published as a revenue ruling or upon a change in applicable Federal income tax
law.
If we exercise our covenant defeasance option with respect to a particular
series of Company Senior Securities, then even if there were a default under the
related covenant, payment of those Company Senior Securities could not be
accelerated. We may exercise our defeasance option with respect to a particular
series of Company Senior Securities even if we previously had exercised our
covenant defeasance option. If we exercise our defeasance option, payment of
those Company Senior Securities may not be accelerated because of any event of
default. If we exercise our covenant defeasance option and an acceleration were
to occur, the realizable value at the acceleration date of the money and U.S.
Government Obligations in the defeasance trust could be less than the principal
and interest then due on those Company Senior Securities. This is because the
required deposit of money and/or U.S. Government Obligations in the defeasance
trust is based upon scheduled cash flows rather than market value, which will
vary depending upon interest rates and other factors.
Modification of the Indenture. We and the trustee may modify the Company Senior
Indenture with the consent of the holders of not less than a majority in
principal amount of each series of outstanding Company Senior Securities
affected by the modification. However, without the consent of each affected
holder, no such modification may:
- - change the stated maturity of any Company Senior Security;
- - reduce the principal amount of (or premium, if any, on) any Company Senior
Security;
- - reduce the rate of payment of interest on any Company Senior Security, or
change certain
7
<PAGE> 40
other provisions relating to the yield of the Company Senior Security;
- - change the currency or currencies in which any Company Senior Security is
payable;
- - reduce the percentage of holders of outstanding Company Senior Securities of
any series required to consent to any modification, amendment or any waiver
under the Company Senior Indenture; or
- - change the provisions in the Company Senior Indenture that relate to its
modification or amendment. (Section 902).
We and the trustee may amend the Company Senior Indenture in certain
circumstances without the consent of the holders of the Company Senior
Securities in the event we merge with another person, to replace the trustee, to
effect modifications that do not affect any outstanding series of Company Senior
Securities, and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any Company Senior Securities, consolidate or merge with any other
person or transfer or lease all or substantially all of our assets to another
person or permit another corporation to merge into the Company, provided that:
(1) the successor is a person organized under U.S. laws;
(2) the successor, if not us, assumes our obligations on the Company
Senior Securities and under the Company Senior Indenture;
(3) after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would become an
event of default, shall have occurred and be continuing; and
(4) certain other conditions are met. (Section 801).
The principal terms of the Company Senior Securities issued and outstanding as
of the date of this prospectus are set forth below.
SENIOR MEDIUM-TERM NOTES, SERIES C
As of the date of this prospectus, $4,435,079,000 aggregate principal amount of
our Senior Medium-Term Notes, Series C (the "Senior Series C Notes") is issued
and outstanding. In the table below we specify the following terms of those
Senior Series C Notes:
- - Issuance date;
- - Principal amount;
- - Maturity date;
- - Interest rate and redemption dates, if any.
The interest rate bases or formulas applicable to Senior Series C Notes that
bear interest at floating rates are indicated in the table below. The Senior
Series C Notes are not subject to a sinking fund and are not redeemable unless a
redemption date is indicated below. Unless otherwise indicated below, Senior
Series C Notes that are redeemable are redeemable at 100% of their principal
amount, plus accrued and unpaid interest, if any, to the redemption date.
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
January 25, 1994....... $ 50,000,000 January 25, 1999....... LIBOR reset quarterly + 0.15%
June 6, 1994........... 10,000,000 June 6, 1999........... LIBOR Telerate reset semiannually + 0.40%
June 10, 1994.......... 5,000,000 June 10, 1999.......... LIBOR Telerate reset quarterly + 0.20%
September 20, 1994..... 5,000,000 September 20, 1999..... LIBOR Telerate reset quarterly + 0.37% but in no
event shall the rate exceed 9.5%
October 26, 1994....... 25,000,000 October 26, 1999....... LIBOR Telerate reset quarterly + 0.375% but in
no event shall the rate exceed 10%
November 2, 1994....... 15,000,000 November 2, 1999....... LIBOR Telerate reset quarterly + 0.4% but in no
event shall the rate exceed 9.75%
November 3, 1994....... 10,000,000 November 3, 1999....... LIBOR Telerate reset quarterly + 0.38% but in no
event shall the rate exceed 10%
February 28, 1995...... 150,000,000 February 28, 2000...... LIBOR Telerate reset quarterly + 0.20%
September 1, 1995...... 13,000,000 September 1, 2005...... LIBOR Telerate reset quarterly + 0.40%; converts
to 8.75% fixed on September 1, 1999; redeemable
on September 1, 1999
November 10, 1995...... 25,000,000 November 10, 2005...... Constant maturity 10 year Treasury Index minus
0.34%
</TABLE>
8
<PAGE> 41
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
November 15, 1995...... $ 10,000,000 May 15, 2001........... Constant maturity 5 year Treasury Index minus
0.15%
June 26, 1997.......... 100,000,000 June 26, 2000.......... LIBOR Telerate reset monthly + 0.02%
August 5, 1997......... 300,000,000 August 5, 2027......... Zero coupon; redeemable on semiannual redemption
dates on or after August 5, 2002 at prices
varying with the redemption date
August 15, 1997........ 115,000,000 August 15, 2017........ Zero coupon; redeemable on semiannual redemption
dates on or after August 15, 2001 at prices
varying with the redemption date
January 12, 1998....... 150,000,000 January 12, 2000....... LIBOR Telerate reset quarterly
January 12, 1998....... 75,000,000 January 12, 2001....... LIBOR Telerate reset quarterly + 0.025%
January 15, 1998....... 75,000,000 January 14, 2000....... Prime reset daily minus 2.78%
January 20, 1998....... 15,000,000 January 21, 2003....... LIBOR Telerate reset monthly + 0.14%
January 20, 1998....... 20,000,000 January 20, 2000....... LIBOR Telerate reset quarterly minus 0.01%
January 20, 1998....... 250,000,000 January 20, 2000....... Prime reset daily minus 2.79%
January 21, 1998....... 75,000,000 January 21, 2000....... Prime reset daily minus 2.79%
February 13, 1998...... 66,000,000 February 13, 2003...... LIBOR Telerate reset quarterly + 0.15%
February 20, 1998...... 11,079,000 February 22, 2028...... LIBOR Telerate reset monthly minus 0.10%;
repayable at the option of the holder on
February 22 of 2008, 2011, 2014 and 2018 at
prices varying with the redemption date
February 26, 1998...... 100,000,000 February 26, 2001...... LIBOR Telerate reset quarterly + 0.06%
March 25, 1998......... 500,000,000 March 25, 1999......... LIBOR Telerate reset quarterly minus 0.09%
October 13, 1998....... 345,000,000 October 13, 2000....... LIBOR Telerate reset quarterly + 0.25%
October 13, 1998....... 50,000,000 October 13, 2000....... LIBOR Telerate reset monthly + 0.25%
October 19, 1998....... 52,000,000 October 19, 2000....... LIBOR Telerate reset monthly + 0.25%
October 20, 1998....... 50,000,000 April 20, 2000......... LIBOR Telerate reset quarterly + 0.20%
October 20, 1998....... 50,000,000 April 20, 2000......... LIBOR Telerate reset quarterly + 0.20%
October 27, 1998....... 200,000,000 October 27, 2000....... LIBOR Telerate reset quarterly + 0.25%
October 27, 1998....... 10,000,000 October 27, 2000....... LIBOR Telerate reset quarterly + 0.25%
October 30, 1998....... 75,000,000 April 26, 2000......... LIBOR Telerate reset quarterly + 0.18%
November 2, 1998....... 265,000,000 November 2, 2000....... LIBOR Telerate reset quarterly + 0.28%
November 17, 1998...... 85,000,000 November 17, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 17, 1998...... 50,000,000 November 17, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 19, 1998...... 41,000,000 May 19, 2000........... LIBOR Telerate reset quarterly + 0.18%
November 20, 1998...... 20,000,000 November 20, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 23, 1998...... 70,000,000 November 22, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 23, 1998...... 25,000,000 November 22, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 42,000,000 November 24, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 30,000,000 November 24, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 50,000,000 November 30, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 20,000,000 November 30, 2000...... LIBOR Telerate reset quarterly + 0.25%
December 4, 1998....... 25,000,000 December 4, 2000....... LIBOR Telerate reset quarterly + 0.25%
December 8, 1998....... 25,000,000 June 8, 2000........... LIBOR Telerate reset quarterly + 0.18%
December 8, 1998....... 25,000,000 December 8, 2000....... LIBOR Telerate reset quarterly + 0.25%
December 8, 1998....... 50,000,000 December 8, 2000....... LIBOR Telerate reset quarterly + 0.25%
December 8, 1998....... 200,000,000 December 10, 2001...... LIBOR Telerate reset quarterly + 0.30%
December 11, 1998...... 50,000,000 December 11, 2000...... LIBOR Telerate reset quarterly + 0.22%
December 16, 1998...... 100,000,000 December 15, 2000...... 5.15%
December 17, 1998...... 35,000,000 December 15, 2000...... LIBOR Telerate reset quarterly + 0.22%
December 18, 1998...... 25,000,000 June 19, 2000.......... LIBOR Telerate reset quarterly + 0.15%
December 23, 1998...... 50,000,000 June 23, 2000.......... LIBOR Telerate reset quarterly + 0.15%
December 23, 1998...... 50,000,000 December 22, 2000...... LIBOR Telerate reset quarterly + 0.18%
December 23, 1998...... 100,000,000 December 21, 2001...... LIBOR Telerate reset quarterly + 0.26%
</TABLE>
COMPANY SUBORDINATED SECURITIES
General. The Company Subordinated Securities are direct, unsecured general
obligations of the Company. The Company Subordinated Securities are subordinate
and junior in right of payment to all Senior Indebtedness and, in certain
circumstances described below relating to our dissolution,
9
<PAGE> 42
winding-up, liquidation or reorganization, to all Additional Senior Obligations.
For definitions of "Senior Indebtedness" and "Additional Senior Obligations",
see "-- Subordination" below. The Company Subordinated Indenture does not limit
the amount of debt (including Senior Indebtedness) or Additional Senior
Obligations we may incur.
Unless otherwise indicated below with respect to a particular series of Company
Subordinated Securities, the maturity of the Company Subordinated Securities is
subject to acceleration only upon our bankruptcy or reorganization. See
"Defaults and Waivers" below.
If any Company Subordinated Securities are specified to be convertible into our
common stock, the holders will be entitled, as specified, to convert those
convertible Company Subordinated Securities into common stock at the conversion
price specified.
The holders of a particular series of Company Subordinated Securities may be
obligated at maturity, or at any earlier time as set forth below, to exchange
that series of Company Subordinated Securities for Capital Securities on terms
specified below (Article Seventeen). Capital Securities may consist of our
common stock, perpetual preferred stock or other capital securities of the
Company acceptable to our primary Federal banking regulator, which currently is
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"). Whenever Company Subordinated Securities are exchangeable for Capital
Securities, we will be obligated to deliver Capital Securities with a market
value equal to the principal amount of those Company Subordinated Securities. In
addition, we will unconditionally undertake, at our expense, to sell the Capital
Securities in a secondary offering on behalf of any holders who elect to receive
cash for the Capital Securities.
Subordination. The Company Subordinated Securities are subordinated in right of
payment to all Senior Indebtedness and, under certain circumstances, Additional
Senior Obligations. As of September 30, 1998, Senior Indebtedness and Additional
Senior Obligations of the Company aggregated approximately $8.6 billion.
The Company Subordinated Indenture defines "Senior Indebtedness" to mean the
principal of (and premium, if any) and interest on all indebtedness for money
borrowed by us, whether outstanding on the date the Company Subordinated
Indenture became effective or created, assumed or incurred after that date
(including all indebtedness for money borrowed by another person that we
guarantee). However, Senior Indebtedness does not include (A) Antecedent Company
Subordinated Indebtedness (as defined below), (B) Company Subordinated
Securities issued on or after December 15, 1992, (C) Assumed MHC Subordinated
Indebtedness (as defined below), (D) Assumed Heritage Chase Subordinated
Indebtedness (as defined below) and (E) other debt of the Company that is
expressly stated to have the same rank as the Company Subordinated Securities or
to rank not senior to the Company Subordinated Securities (that other debt is
referred to as "Other Subordinated Indebtedness").
The Company Subordinated Indenture defines "Additional Senior Obligations" to
mean all indebtedness of the Company for claims in respect of derivative
products, such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements, except Senior Indebtedness and except
obligations that are expressly stated to have the same rank as or to rank not
senior to the Company Subordinated Securities.
At September 30, 1998, we had approximately $8.0 billion of Company Subordinated
Securities issued and outstanding under the Company Subordinated Indenture.
Antecedent Company Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company issued prior to December 15, 1992 (other than
Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated
Indebtedness). At September 30, 1998, we had approximately $1.0 billion of
Antecedent Company Subordinated Indebtedness outstanding.
Assumed MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company that was assumed by us as a result of the merger of
Manufacturers Hanover Corporation into the Company on December 31, 1991. At
September 30, 1998, we had approximately $150 million of Assumed MHC
Subordinated Indebtedness outstanding.
Assumed Heritage Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of the Company that was assumed by us as a
10
<PAGE> 43
result of the merger of heritage Chase into the Company. At September 30, 1998,
we had approximately $3.6 billion of Assumed Heritage Chase Subordinated
Indebtedness outstanding.
At September 30, 1998, we had approximately $436 million of Other Subordinated
Indebtedness outstanding that ranked equally with the Subordinated Securities.
Under the Company Subordinated Indenture, we may not make any payment on the
Company Subordinated Securities, exchange any Company Subordinated Securities
for Capital Securities in the event:
- - we have failed to make full payment of all amounts of principal (and premium,
if any) and interest, if any, due on all Company Senior Indebtedness; or
- - there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any Company
Senior Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or reorganization:
(1) we must pay to the holders of Senior Indebtedness the full amounts of
principal of (and premium, if any) and interest, if any, on the Senior
Indebtedness before any payment or distribution is made on the Company
Subordinated Securities, and (2) if, after we have made those payments on the
Senior Indebtedness, (A) there are amounts available for payment on the Company
Subordinated Securities and (B) creditors in respect of Additional Senior
Obligations have not received their full payments, then we will first use
amounts available for payment on the Company Subordinated Securities to pay in
full all Additional Senior Obligations before we may make any payment on the
Company Subordinated Securities.
No series of our subordinated debt securities is subordinated to any of our
other series of subordinated debt securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness; Company
Subordinated Indebtedness and Other Subordinated Indebtedness are subordinated
to Senior Indebtedness and, in certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, to Additional Senior
Obligations; Assumed MHC Subordinated Indebtedness is subordinated to Senior
Indebtedness, Additional Senior Obligations and all of our other obligations to
our creditors, except any obligation that is expressly stated to have the same
rank as, or to rank not senior to, the Assumed MHC Subordinated Indebtedness;
and Heritage Chase Subordinated Indebtedness is subordinated to Senior
Indebtedness, Additional Senior Obligations and all of our other obligations to
our creditors, except any obligation that is expressly stated to have the same
rank as, or to rank not senior to, the Assumed Heritage Chase Subordinated
Indebtedness. As a result of the differences between the subordination
provisions applicable to the Company Subordinated Securities, the Antecedent
Company Subordinated Indebtedness, the Assumed MHC Subordinated Indebtedness,
the Assumed Heritage Chase Subordinated Indebtedness and the Other Subordinated
Indebtedness, in the event of our dissolution, winding-up, liquidation or
reorganization, the holders of Company Subordinated Securities and Other
Subordinated Indebtedness may receive less, proportionately, than the holders of
Antecedent Company Subordinated Indebtedness, but more, proportionately, than
the holders of Assumed MHC Subordinated Indebtedness and Assumed Heritage Chase
Subordinated Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. Except as noted in the
next sentence, the Company Subordinated Indenture does not contain a covenant
prohibiting us from selling or otherwise disposing of any shares of voting stock
of the Bank, or securities convertible into, or options, warrants or rights to
purchase shares of voting stock of the Bank. The Company Subordinated Indenture
also does not prohibit the Bank from issuing any shares of its voting stock or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock. However, the Company Subordinated Indenture does contain a
covenant, which is for the exclusive benefit of the holders of the Antecedent
Company Subordinated Indebtedness and which is subject to the provisions
described below under "Consolidation, Merger and Sale of Assets," that we will
not sell or otherwise dispose of any shares of voting stock of the Bank, or
securities convertible into, or options, warrants or rights to purchase shares
of, voting stock of the Bank, nor will we permit the Bank to issue any such
shares of its voting stock or securities convertible into, or options, warrants
11
<PAGE> 44
or rights to purchase shares of its voting stock. However, the covenant does not
prohibit:
- - issuances or sales of directors' qualifying shares;
- - issuances or sales of shares to us;
- - sales or other dispositions or issuances for fair market value, as determined
by our board of directors, so long as we would continue to own directly or
indirectly not less than 80% of the issued and outstanding shares of the
voting stock of the Bank;
- - sales or other dispositions or issuances made in compliance with an order or
direction of a court or regulatory authority of competent jurisdiction; and
- - sales of voting stock by the Bank to its shareholders if those sales do not
reduce the percentage of shares of voting stock owned by us. (Section 5.07).
Defaults and Waivers. The Company Subordinated Indenture defines an event of
default (1) with respect to Antecedent Company Subordinated Indebtedness, as any
one of certain events of bankruptcy, insolvency and reorganization affecting the
Company; and (2) with respect to Company Subordinated Securities, as any one of
certain events of bankruptcy or reorganization affecting the Company and any
other event described below as an event of default for a particular series.
(Section 7.01).
If an event of default occurs and is continuing with respect to any outstanding
series of Company Subordinated Securities, the trustee or the holders of at
least 25% in aggregate principal amount of that outstanding series may declare
the principal (or, in the case of original issue discount Company Subordinated
Securities, a specified amount of principal) of all Company Subordinated
Securities of that series to be due and payable immediately in cash. Subject to
certain conditions, the holders of not less than a majority in aggregate
principal amount of the Company Subordinated Securities of that series may annul
any such declaration and waive certain past defaults. (Section 7.01). The right
of the holders of the Company Subordinated Securities of a series to demand
payment in cash upon the occurrence and continuance of an event of default
continues to exist so long as the Company Subordinated Securities of that series
have not been exchanged or converted. Any right to enforce that payment in cash
would, in the event of the bankruptcy or reorganization of the Company, be
subject to the broad equity powers of a Federal bankruptcy court and to its
determination of the nature and status of the payment claims of the holders of
the Company Subordinated Securities. Prior to any declaration of acceleration,
the holders of a majority in aggregate principal amount of the applicable series
of Company Subordinated Securities may waive any past default or event of
default, except a payment default. (Section 7.07).
Unless otherwise provided in the terms of a series of Company Subordinated
Securities, there is no right of acceleration of the payment of principal of the
Company Subordinated Securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture. In the event of a default in the payment of interest or principal
(including a default in the delivery of any Capital Securities in exchange for
Company Subordinated Securities) or in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture, the trustee may, subject to certain limitations and conditions, seek
to enforce that payment (or delivery) or the performance of that covenant or
agreement.
The Company Subordinated Indenture requires the trustee, within 90 days after
the occurrence of a default with respect to Company Subordinated Securities of
any series, to give the holders of that series notice of all uncured defaults
known to it (the term "default" being defined to include the events specified
above without grace periods or notice). However, except in certain cases
involving the bankruptcy or reorganization of the Company, a payment default or
a default in the obligation to deliver Capital Securities in exchange for
Company Subordinated Securities, the trustee may withhold the notice if it
determines in good faith that the withholding of the notice is in the interest
of those holders. (Section 7.08). We are required to furnish to the trustee
annually an officers' certificate as to the absence of defaults under the
Company Subordinated Indenture. (Section 5.06).
Other than the duties of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights
12
<PAGE> 45
or powers under the Company Subordinated Indenture at the request or direction
of any of the holders of the Company Subordinated Securities, unless those
holders shall have offered to the trustee reasonable security or indemnity.
Subject to that provision for security or indemnification, the holders of a
majority in principal amount of the Company Subordinated Securities of any
series then outstanding have the right to direct the time, method and place of
conducting any proceeding for any remedy available to, or exercising any trust
or power conferred on, the trustee with respect to the Company Subordinated
Securities of that series. (Sections 7.07 and 8.02).
Modification of the Company Subordinated Indenture. The Company Subordinated
Indenture contains provisions permitting us and the trustee to modify the
Company Subordinated Indenture or the rights of the holders of the Company
Subordinated Securities with the consent of the holders of not less than a
majority in principal amount of each outstanding series of the Company
Subordinated Securities affected by the modification. However, no such
modification may, without the consent of each holder of the Company Subordinated
Security affected by the modification:
- - change the stated maturity date of the principal of, or any installment of
principal of or interest on, any Company Subordinated Security;
- - reduce the principal amount of (or premium, if any) or interest, if any, on
any Company Subordinated Security;
- - reduce the portion of the principal amount of an original issue discount
Company Subordinated Security payable upon acceleration of the maturity of
that Company Subordinated Security;
- - reduce any amount payable upon redemption of any Company Subordinated
Security;
- - change the place or places where, or the currency in which, any Company
Subordinated Security or any premium or interest is payable;
- - change the definition of market value;
- - impair the right of any holders of Company Subordinated Securities of any
series to receive on any exchange date for Company Subordinated Securities of
that series Capital Securities with a market value equal to that required by
the terms of the Company Subordinated Securities;
- - impair the conversion rights (if any) of any holders;
- - impair the right of a holder to institute suit for the enforcement of any
payment on or with respect to any Company Subordinated Security (including any
right of redemption at the option of the holder of that Company Subordinated
Security) or impair any rights to the delivery of Capital Securities in
exchange for any Company Subordinated Security or to require the Company to
sell Capital Securities in a secondary offering or to require the delivery of
common stock, Company Debt Securities or other property upon conversion of
Company Subordinated Securities;
- - reduce the above-stated percentage of Company Subordinated Securities of any
series the consent of the holders of which is necessary to modify or amend the
Company Subordinated Indenture or reduce the percentage of Company
Subordinated Securities of any series the holders of which are required to
waive any past default or event of default; or
- - modify the foregoing requirements. (Section 11.02).
The Company Subordinated Indenture permits us and the trustee to amend the
Company Subordinated Indenture in certain circumstances without the consent of
the holders of Company Subordinated Securities in the event of the merger of the
Company, the replacement of the trustee, to effect modifications which do not
affect any outstanding series of Company Subordinated Securities and for certain
other purposes. (Section 11.01).
Consolidation, Merger and Sale of Assets. We may not merge or consolidate with
any other corporation or sell or convey all or substantially all of our assets
to any other corporation, unless (1) we are the continuing corporation or the
successor corporation expressly assumes the payment of the principal of
(including issuance and delivery of Capital Securities) and premium, if any, and
interest, if any, on the Company Subordinated Securities and the performance and
observance of all the covenants and conditions of the Company Subordinated
Indenture binding upon us, and (2) we or the successor corporation shall not,
immediately after the merger, consolidation, sale or conveyance, be in default
in the performance of any such covenant or condition. (Article Twelve).
13
<PAGE> 46
The principal terms of the Company Subordinated Securities issued and
outstanding as of the date of this prospectus are set forth below. Unless
otherwise indicated below, interest on each series listed below accrues at the
annual rate indicated in the title of the series and is payable semiannually in
arrears on the interest payment dates indicated to the registered holders on the
preceding record date indicated. Unless otherwise indicated below, Company
Subordinated Securities of the series listed below are not redeemable prior to
their stated maturity and are not subject to a sinking fund.
10 3/8% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $100,000,000
- - Maturity date: March 15, 1999
- - Interest payment dates: March 15 and September 15
- - Record dates: March 1 and September 1
- - Issuance date: March 15, 1999
- - Other terms: The happening of one or more of the following events will
constitute an event of default:
(1) default for 30 days in the payment of any installment of interest;
(2) default in the payment, when due, of principal;
(3) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements with
respect to this series; and
(4) certain events of bankruptcy, insolvency and reorganization
affecting us or the Bank.
9 3/4% SUBORDINATED CAPITAL NOTES DUE 1999
- - Principal amount of series: $300,000,000
- - Maturity date: June 15, 1999
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Redemption: Redeemable at the Company's option upon the occurrence of certain
events regarding Federal income tax treatment
- - Issuance date: June 22, 1987
- - Other terms: At maturity, we will exchange the 9 3/4% Subordinated Capital
Notes Due 1999 for Capital Securities having a market value equal to their
principal amount, unless we elect to pay their principal amount in cash, in
whole or in part, from amounts representing proceeds of other issuances of
Capital Securities which we have previously designated for that use
("Designated Proceeds"). The Company has Designated Proceeds sufficient to pay
the 9 3/4% Subordinated Capital Notes Due 1999 in cash at maturity.
10 1/8% SUBORDINATED CAPITAL NOTES DUE 2000
- - Principal amount of series: $150,000,000
- - Maturity date: November 1, 2000
- - Interest payment dates: May 1 and November 1
- - Record dates: April 15 and October 15
- - Redemption: Redeemable at the Company's option upon the occurrence of certain
events regarding Federal income tax treatment
- - Issuance date: November 3, 1988
- - Other terms: At maturity, we will exchange the 10 1/8% Subordinated Capital
Notes Due 2000 for Capital Securities having a market value equal to their
principal amount, unless we elect to pay their principal amount in cash, in
whole or in part, from Designated Proceeds. The Company has Designated
Proceeds sufficient to pay the 10 1/8% Subordinated Capital Notes Due 2000 in
cash at maturity.
8 1/2% SUBORDINATED NOTES DUE 2002
- - Principal amount of series: $200,000,000
- - Maturity date: February 15, 2002
- - Interest payment dates: February 15 and August 15
- - Record dates: February 1 and August 1
- - Issuance date: February 10, 1992
- - Other terms: The happening of one or more of the following events will
constitute an event of default:
(1) default for 30 days in the payment of any installment of interest;
(2) default in the payment, when due, of principal;
(3) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements with
respect to this series; and
14
<PAGE> 47
(4) certain events of bankruptcy, insolvency and reorganization
affecting us or the Bank.
8 5/8% SUBORDINATED DEBENTURES DUE 2002
- - Principal amount of series: $150,000,000
- - Maturity date: May 1, 2002
- - Interest payment dates: May 1 and November 1
- - Record dates: April 15 and October 15
- - Issuance date: May 6, 1992
8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002
- - Principal amount of series: $100,000,000
- - Maturity date: June 15, 2002
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Issuance date: June 23, 1992
7 5/8% SUBORDINATED NOTES DUE 2003
- - Principal amount of series: $200,000,000
- - Maturity date: January 15, 2003
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: January 22, 1993
7 1/8% SUBORDINATED DEBENTURES DUE 2005
- - Principal amount of series: $200,000,000
- - Maturity date: March 1, 2005
- - Interest payment dates: March 1 and September 1
- - Record dates: February 15 and August 15
- - Issuance date: March 1, 1993
7 7/8% SUBORDINATED DEBENTURES DUE 2006
- - Principal amount of series: $150,000,000
- - Maturity date: July 15, 2006
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: July 27, 1994
7 1/8% SUBORDINATED NOTES DUE 2007
- - Principal amount of series: $300,000,000
- - Maturity date: February 1, 2007
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Issuance date: January 29, 1997
7 1/4% SUBORDINATED NOTES DUE 2007
- - Principal amount of series: $300,000,000
- - Maturity date: June 1, 2007
- - Interest payment dates: June 1 and December 1
- - Record dates: May 15 and November 15
- - Issuance date: May 21, 1997
6 1/2% SUBORDINATED DEBENTURES DUE 2009
- - Principal amount of series: $200,000,000
- - Maturity date: January 15, 2009
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: January 25, 1994
7 1/8% SUBORDINATED NOTES DUE 2009
- - Principal amount of series: $250,000,000
- - Maturity date: June 15, 2009
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Issuance date: June 12, 1997
6 3/8% SUBORDINATED NOTES DUE 2008
- - Principal amount of series: $200,000,000
- - Maturity date: February 15, 2008
- - Interest payment dates: February 15 and August 15
- - Record dates: February 1 and August 1
- - Issuance date: February 11, 1998
6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008
- - Principal amount of series: $250,000,000
- - Maturity date: April 1, 2008
- - Interest payment dates: April 1 and October 1
- - Record dates: March 15 and September 15
- - Issuance date: April 7, 1998
15
<PAGE> 48
SUBORDINATED MEDIUM-TERM NOTES, SERIES A
As of the date of this prospectus, $1,120,000,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series A (the "Subordinated Series A Notes") is
issued and outstanding. In the table below we specify the following terms of
those Subordinated Series A Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
The Subordinated Series A Notes are not subject to a sinking fund and are not
redeemable unless a redemption date is indicated below. Unless otherwise
indicated below, Subordinated Series A Notes that are redeemable are redeemable
at 100% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ------------ ------------- ------------------------------
<S> <C> <C> <C> <C>
April 5, 1995............... $ 15,000,000 ......... April 5, 2005............... 10%; converts to LIBOR reset
semiannually on April 5, 1999
but in no event shall the rate
be less than 3%
May 24, 1995................ 15,000,000 ......... May 24, 2002................ 7.11%; redeemable on payment
dates on or after May 24, 2000
May 25, 1995................ 25,000,000 ......... May 25, 2007................ 7.73%; redeemable on payment
dates on or after May 25, 2000
June 15, 1995............... 10,000,000 ......... June 15, 2010............... 7.25%; redeemable on payment
dates on or after June 15,
2000
March 24, 1997.............. 250,000,000 ......... March 24, 2027.............. Zero coupon; redeemable
annually on or after March 24,
2007 at prices varying with
the redemption date.
March 24, 1997.............. 100,000,000 ......... March 24, 2027.............. Zero coupon; redeemable
annually on or after March 24,
2007 at prices varying with
the redemption date.
September 24, 1997.......... 100,000,000 ......... September 15, 2006.......... 6.75%
November 5, 1997............ 20,000,000 ......... November 5, 2012............ 7.00%; redeemable on payment
dates on or after November 5,
2001
November 20, 1997........... 25,000,000 ......... November 20, 2017........... 7.00%; redeemable on payment
dates on or after November 20,
2001
December 4, 1997............ 25,000,000 ......... December 15, 2017........... 7.00%; redeemable on payment
dates on or after December 15,
2001
December 12, 1997........... 25,000,000 ......... December 12, 2012........... 6.875%; redeemable on December
12, 2002
December 18, 1997........... 50,000,000 ......... December 18, 2017........... 7.00%; redeemable on payment
dates on or after December 18,
2000
December 26, 1997........... 25,000,000 ......... December 26, 2013........... 7.00%; redeemable on payment
dates on or after December 26,
2000
February 23, 1998........... 25,000,000 ......... February 23, 2018........... 6.625%; redeemable on payment
dates on or after February 23,
2002
March 2, 1998............... 25,000,000 ......... March 2, 2018............... 6.75%; redeemable on payment
dates on or after March 2,
2001
</TABLE>
16
<PAGE> 49
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ------------ ------------- ------------------------------
<S> <C> <C> <C> <C>
April 17, 1998.............. $225,000,000 ......... April 17, 2028.............. Zero Coupon; redeemable
semiannually on or after April
17, 2002 at prices varying
with the redemption date
May 6, 1998................. 25,000,000 ......... May 6, 2013................. 6.50%; redeemable on payment
dates on or after May 6, 2002
June 3, 1998................ 25,000,000 ......... June 3, 2013................ 6.50%; redeemable on payment
dates on or after June 3, 2002
July 8, 1998................ 25,000,000 ......... July 8, 2013................ 6.50%; redeemable on payment
dates on or after July 8, 2001
August 20, 1998............. 25,000,000 ......... August 20, 2013............. 6.50%; redeemable on payment
dates on or after August 20,
2002
August 27, 1998............. 25,000,000 ......... August 27, 2008............. 1.60%; except that in the
event LIBOR falls below 5.0%
per annum, the rate will
increase by specified
multiples of the excess of
designated rates and the
prevailing LIBOR rate
October 9, 1998............. 15,000,000 ......... October 9, 2013............. 6.125%; redeemable in whole
only on quarterly interest
payment dates on or after
October 9, 2001
December 30, 1998........... 20,000,000 ......... December 30, 2013........... 6.125%; redeemable in whole
only semiannually on or after
December 30, 2002
</TABLE>
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
As of the date of this prospectus, $177,250,000 aggregate principal amount of
our Subordinated Medium-Term Notes, Series B (the "Subordinated Series B Notes")
is issued and outstanding. In the table below we specify the following terms of
those Subordinated Series B Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
The Subordinated Series B Notes are not subject to a sinking fund and are not
redeemable unless a redemption date is indicated below. Unless otherwise
indicated below, Subordinated Series B Notes that are redeemable are redeemable
at 100% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date.
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE
------------- ---------------- ------------- ----
<S> <C> <C> <C>
March 31, 1995................. $ 1,250,000.................... August 30, 2004................ Zero Coupon
April 7, 1995.................. 3,000,000...................... April 7, 2002.................. Zero Coupon
April 28, 1995................. 8,500,000...................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 5, 1995.................... 8,000,000...................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 12, 1995................... 4,750,000...................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 17, 1995................... 25,000,000..................... May 17, 2005................... 7.50%; redeemable on
payment dates on or
after May 17, 2000
</TABLE>
17
<PAGE> 50
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE
------------- ---------------- ------------- ----
<S> <C> <C> <C>
May 19, 1995................... $ 3,000,000.................... June 15, 2005.................. 7.25%; redeemable on
payment dates on or
after June 15, 2000
May 25, 1995................... 50,000,000..................... May 15, 2010................... 7.50%; redeemable
semiannually on or
after May 15, 2000
May 26, 1995................... 1,250,000...................... June 15, 2005.................. 7.15%; redeemable on
payment dates on or
after June 15, 2000
June 2, 1995................... 2,500,000...................... June 15, 2005.................. 7.15%; redeemable on
payment dates on or
after June 15, 2000
June 30, 1995.................. 15,000,000..................... June 15, 2007.................. 7.05%; redeemable on
payment dates on or
after June 15, 2000
July 28, 1995.................. 25,000,000..................... July 15, 2010.................. 7.58%; redeemable
semiannually on or
after July 15, 2000
August 1, 1995................. 15,000,000..................... August 15, 2005................ 7.125%; redeemable on
payment dates on or
after August 15, 2000
August 25, 1995................ 15,000,000..................... August 25, 2010................ 7.35%; redeemable on
payment dates on or
after August 25, 2000
</TABLE>
PERMANENT GLOBAL COMPANY DEBT SECURITIES
We issued certain series of the Company Debt Securities in permanent global
form. See "Permanent Global Debt Securities" below for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.
INFORMATION CONCERNING THE TRUSTEES
The Company, the Bank and certain of our other subsidiaries maintain deposits
and conduct other banking transactions with the trustees under each of the
Company Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Heritage Chase Subordinated Indenture (as
defined below) and Bankers Trust Company is also trustee under the Heritage
Chase Senior Indenture (as defined below).
DESCRIPTION OF HERITAGE CHASE
DEBT SECURITIES
In connection with the merger of heritage Chase with and into the Company, we
assumed the obligations of heritage Chase with respect to certain senior debt
securities (the "Heritage Chase Senior Securities") and certain subordinated
debt securities (the "Heritage Chase Subordinated Securities," and together with
the Heritage Chase Senior Securities, the "Heritage Chase Debt Securities"). The
following summary of certain provisions of the Heritage Chase Debt Securities
and the indentures under which they were issued (the "Heritage Chase
Indentures") is not complete. You should refer to the Heritage Chase Indentures,
copies of which are exhibits to the registration statement.
GENERAL
We have issued the Heritage Chase Senior Securities under an Indenture, dated as
of July 1, 1986 (the "Heritage Chase Senior Indenture"), between us and Bankers
Trust Company, as Trustee. We have issued the Heritage Chase Subordinated
Securities under an Indenture, dated as of May 1, 1987 (the "Heritage Chase
Subordinated Indenture"), between us and U.S. Bank Trust National Association,
as trustee.
Neither Heritage Chase Indenture limits the amount of debt securities that we
may issue. As noted above, because the Company is a holding company, claims of
holders of the Heritage Chase Debt Securities will generally have a junior
position to claims of creditors of our subsidiaries.
We have issued the Heritage Chase Debt Securities in fully registered form
without coupons. Neither Heritage Chase Indenture restricts our ability to enter
into a highly leveraged transaction or provides you with any special protection
in the event of such a transaction. In addition, neither
18
<PAGE> 51
Heritage Chase Indenture provides special protection in the event of a sudden
and dramatic decline in our credit quality resulting from a takeover,
recapitalization or similar restructuring of the Company.
HERITAGE CHASE SENIOR SECURITIES
The Heritage Chase Senior Securities are direct, unsecured general obligations
of the Company and constitute Senior Indebtedness having the same rank as our
other Senior Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. The Heritage Chase
Senior Indenture contains a covenant by us that, so long as any Heritage Chase
Senior Securities are outstanding, we will not create a security interest in
more than 20% of the shares of voting stock of the Bank, or permit more than 20%
of those shares (exclusive of directors' qualifying shares) to be held directly
or indirectly other than by (1) us or (2) a corporation which is wholly-owned
(except for directors' qualifying shares) by us.
Defaults and Waivers. The Heritage Chase Senior Indenture defines an event of
default with respect to any series of Heritage Chase Senior Securities as any
one or more of the following events:
(1) default in the payment of interest on any Heritage Chase Senior
Securities of that series for a period of 30 days;
(2) default in the payment of the principal of (or premium, if any,
on) any Heritage Chase Senior Securities of that series;
(3) default in performance of any covenant or warranty of the Company
contained in the Heritage Chase Senior Indenture for the benefit of
Heritage Chase Senior Securities of that series for a period of 60 days
after notice of the default or breach has been given to the Company;
(4) certain events of bankruptcy, insolvency or reorganization of the
Company; and
(5) any other event of default specified with respect to the Heritage
Chase Senior Securities of that series.
If an event of default occurs and is continuing with respect to the Heritage
Chase Senior Securities of any series, the trustee or the holders of not less
than 25% in principal amount of the Heritage Chase Senior Securities of that
series then outstanding may declare the principal of the Heritage Chase Senior
Securities of that series (or, if the Heritage Chase Senior Securities of that
series were issued as original issue discount Heritage Chase Senior Securities,
a specified portion of that principal amount) to be due and payable immediately.
Under certain conditions the holders of not less than a majority in principal
amount of the Heritage Chase Senior Securities of that series may annul the
declaration and waive certain past defaults.
The Heritage Chase Senior Indenture requires the trustee to, within 90 days
after the occurrence of a default known to it, with respect to any outstanding
series of Heritage Chase Senior Securities, give the holders of that series
notice of the default if uncured or not waived. The trustee may withhold the
notice if it determines in good faith that the withholding of the notice is in
the interest of those holders. However, the trustee may not withhold the notice
in the case of a payment default. The trustee may not give the above notice
until 30 days after the occurrence of a default in the performance of a covenant
in the Heritage Chase Senior Indenture other than a covenant to make payment.
The term "default" for the purposes of this provision means any event which is,
or after notice or lapse of time or both would become, an event of default with
respect to Heritage Chase Senior Securities of that series.
Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
Heritage Chase Senior Indenture at the request or direction of the holders,
unless the holders have offered to the trustee reasonable indemnity. Subject to
that requirement for indemnity and certain other conditions, the holders of a
majority in principal amount of the outstanding Heritage Chase Senior Securities
of any series may direct the time, method and place of conducting any proceeding
for any remedy available to, or exercising any trust or power conferred on, the
trustee with respect to the Heritage Chase Senior Securities of that series.
Meetings, Modification and Waiver. We and the trustee may modify the Heritage
Chase Senior Indenture with the consent of the holders of not
19
<PAGE> 52
less than 66 2/3% in principal amount of the outstanding Heritage Chase Senior
Securities of each series affected by the modification. However, no such
modification may, without the consent of the holder of each outstanding Heritage
Chase Senior Security affected by the modification:
- - change the stated maturity of the principal of, or any installment of
principal of or interest on, any Heritage Chase Senior Security,
- - reduce the principal amount of any Heritage Chase Senior Security or change
the rate of interest or the method of calculation of interest thereon (except
as provided in the Heritage Chase Senior Indenture or in such Heritage Chase
Senior Security), or any premium payable upon the redemption thereof,
- - change any obligation of the Company to pay additional amounts pursuant to the
Heritage Chase Senior Indenture,
- - reduce the amount of principal of an original issue discount security payable
upon acceleration of the maturity of that security,
- - adversely affect the right of repayment, if any, at the option of the holder,
- - change the currency in which any Heritage Chase Senior Security or any premium
or any interest thereon is payable,
- - impair the right to institute suit for the enforcement of any payment on any
Heritage Chase Senior Security,
- - reduce the percentage in principal amount of outstanding securities of any
series the consent of whose holders is required for modification or amendment
of or any waiver under the Heritage Chase Senior Indenture,
- - change our obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, or our obligation (if any) to maintain an
office or agency outside the United States, or
- - modify certain provisions of the Heritage Chase Senior Indenture requiring
consent of specified percentages of holders, except to increase any such
percentage.
We and the trustee may modify the Heritage Chase Senior Indenture in certain
circumstances without the consent of the holders of the Heritage Chase Senior
Securities to evidence the merger of the Company or the replacement of the
trustee or to make changes that do not become effective with respect to
previously outstanding series and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any of the Heritage Chase Senior Securities, consolidate with, merge
into or transfer all or substantially all of our assets to any corporation
organized and existing under the laws of the United States, any State or the
District of Columbia, so long as the successor corporation assumes our
obligations relating to the Heritage Chase Senior Securities and under the
Heritage Chase Senior Indenture and no event of default shall have happened and
be continuing after giving effect to the transaction and so long as certain
other conditions are met.
The principal terms of the Heritage Chase Senior Securities issued and
outstanding as of the date of this prospectus are set forth below.
5 1/2% NOTES DUE 2001
- - Principal amount of series: $200,000,000
- - Maturity date: February 15, 2001
- - Interest payment dates: February 15 and August 15
- - Record dates: February 1 and August 1
- - Redemption: Not redeemable prior to maturity and not subject to a sinking
fund.
- - Issuance date: February 12, 1996
HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES B
As of the date of this prospectus, $175,000,000 aggregate principal amount of
Heritage Chase Senior Medium-Term Notes, Series B (the "Heritage Chase Senior
Series B Notes") is issued and outstanding. In the table below we specify the
following terms of those Heritage Chase Senior Series B Notes:
- - Issuance date;
- - Principal amount;
- - Maturity date;
- - Interest rate.
20
<PAGE> 53
The Heritage Chase Senior Series B Notes are not subject to a sinking fund and
are not redeemable prior to their stated maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE
- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
March 29, 1996................. $50,000,000 ................... March 29, 2006................. 6.85%
March 29, 1996................. 50,000,000 ................... March 29, 2001................. 6.43%
March 29, 1996................. 50,000,000 ................... March 29, 2001................. 6.45%
March 29, 1996................. 25,000,000 ................... March 29, 2001................. 6.43%
</TABLE>
HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES C
The only series of Heritage Chase Senior Medium-Term Notes, Series C (the
"Heritage Chase Senior Series C Notes"), issued and outstanding as of the date
of this prospectus is $25,000,000 aggregate principal amount of Heritage Chase
Senior Series C Notes issued on March 29, 1996. Those Heritage Chase Senior
Series C Notes bear interest at a rate of 6.50% per annum and mature on March
29, 2001. They are not subject to a sinking fund and are not subject to
redemption prior to maturity.
HERITAGE CHASE SUBORDINATED SECURITIES
The Heritage Chase Subordinated Securities are direct, unsecured general
obligations of the Company. Payment of the principal of the Heritage Chase
Subordinated Securities is subject to acceleration only in the event of our
bankruptcy, insolvency or reorganization. The Heritage Chase Subordinated
Indenture does not limit the amount of debt (including Heritage Chase Senior
Indebtedness (as defined below)) that we may incur.
Subordination. The Heritage Chase Subordinated Securities are subordinated, by
their terms, to Senior Indebtedness and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than the Heritage Chase
Subordinated Securities, except obligations having the same rank as or ranking
junior to the Heritage Chase Subordinated Securities (collectively, "Heritage
Chase Senior Indebtedness").
We may not make any payment on the Heritage Chase Subordinated Securities, and
no holder of Heritage Chase Subordinated Securities shall be entitled to demand
or receive any such payment unless we have paid in full all amounts of
principal, premium, if any, and interest then due on all Heritage Chase Senior
Indebtedness.
Upon any distribution of assets upon our dissolution, winding-up, liquidation or
reorganization, the holders of Heritage Chase Senior Indebtedness will be
entitled to receive payment in full before we make any payment on the Heritage
Chase Subordinated Securities. Because of this subordination, in the event of
our insolvency, holders of Heritage Chase Senior Indebtedness may receive
proportionately more, and holders of Heritage Chase Subordinated Securities may
receive proportionately less, than other creditors of the Company, including
holders of Company Subordinated Securities.
Limitation on Disposition of Voting Stock of the Bank. The Heritage Chase
Subordinated Indenture contains a covenant for the exclusive benefit of the
holders of Heritage Chase Subordinated Securities issued prior to October 1,
1992 that we will not create a security interest in more than 20% of the shares
of the voting stock of the Bank or permit more than 20% of those shares
(exclusive of directors' qualifying shares) to be held directly or indirectly
other than by (1) us or (2) any corporation which is wholly-owned (except for
directors' qualifying shares) by us.
Defaults and Waivers. The Heritage Chase Subordinated Indenture defines an
event of default with respect to Heritage Chase Subordinated Securities of any
series as certain events involving our bankruptcy, insolvency or reorganization
and any other events established as events of default for any series of Heritage
Chase Subordinated Securities. If an event of default with respect to any
outstanding series of Heritage Chase Subordinated Securities occurs and is
continuing, either the trustee or the holders of not less than 25% in aggregate
principal amount of that series may declare the principal amount (or, in the
case of original issue discount Heritage Chase Subordinated Securities, a
specified portion of the principal amount) of that series to be due and payable
immediately in cash. Any right to enforce the
21
<PAGE> 54
payment in cash would be subject to the broad equity powers of a federal
bankruptcy court and to its determination of the nature of the rights of the
holders of the Heritage Chase Subordinated Securities of that series. At any
time after a declaration of acceleration has been made, but before a judgment or
decree for payment of the money due has been obtained by the trustee, the
holders of a majority in aggregate principal amount of the outstanding Heritage
Chase Subordinated Securities of that series may, under certain circumstances,
annul the declaration.
The Heritage Chase Subordinated Indenture requires the trustee, within 90 days
after the occurrence of a default known to it with respect to any outstanding
series, to give the holders of that series notice of the default if not cured or
waived. The trustee may withhold the notice if it in good faith determines that
the withholding of the notice is in the interest of those holders. However, the
trustee may not withhold notice of a payment default. The trustee may not give
the above notice until 30 days after the occurrence of a default in the
performance of a covenant (other than a covenant to make payment). The term
"default" for the purposes of this provision means any event which is, or after
notice or lapse or time or both would become, an event of default with respect
to a series of Heritage Chase Subordinated Securities.
Other than the duty of the trustee during the continuance of an event of default
to act with the required standard of care, the trustee is not obligated to
exercise any of its rights or powers under the Heritage Chase Subordinated
Indenture at the request or direction of any of the holders of the Heritage
Chase Subordinated Securities of any series, unless those holders shall have
offered to the trustee reasonable indemnity. Subject to that requirement for
indemnity, the holders of a majority in aggregate principal amount of the
outstanding Heritage Chase Subordinated Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to,
or exercising any trust or power conferred on, the trustee with respect to the
Heritage Chase Subordinated Securities of that series.
The Company is required to file annually with the trustee a written statement of
officers as to the existence or non-existence of defaults.
Modification of the Heritage Chase Subordinated Indenture. We and the trustee
may modify the Heritage Chase Subordinated Indenture with the consent of the
holders of not less than 66 2/3% in principal amount of the outstanding Heritage
Chase Subordinated Securities of each series affected by the modification.
However, no such modification may, without the consent of the holder of each
Heritage Chase Subordinated Security affected by the modification:
- - change the fixed maturity of the principal of, or any installment of principal
of or interest on, any Heritage Chase Subordinated Security,
- - reduce the principal amount of any Heritage Chase Subordinated Security,
- - change the rate or rates (or the method of ascertaining the rate or rates) of
interest on any Heritage Chase Subordinated Security (except as provided in
the Heritage Chase Subordinated Indenture or in the Heritage Chase
Subordinated Securities) or any premium payable upon the redemption thereof,
- - reduce the portion of the principal amount of any original issue discount
Heritage Chase Subordinated Security payable upon acceleration of the maturity
thereof,
- - change any place where, or the currency in which, or the principal amount of,
or any premium or interest on, any Heritage Chase Subordinated Security is
payable,
- - impair any right to institute suit for the enforcement of any right to receive
payment, or, if applicable, to have delivered capital securities to be
exchanged for a Heritage Chase Subordinated Security and to have such capital
securities sold in a secondary offering to the extent provided in that
Heritage Chase Subordinated Security and in the Heritage Chase Subordinated
Indenture,
- - modify the subordination provisions of the Heritage Chase Subordinated
Indenture in a manner adverse to the holders,
- - reduce the percentage in principal amount of outstanding Heritage Chase
Subordinated Securities of the series required to approve any modification or
alteration of, or any waiver under, the Heritage Chase Subordinated Indenture,
or
22
<PAGE> 55
- - impair the right of any holder to receive on any exchange date capital
securities with a market value equal to the amount established with respect to
the series.
We and the trustee may modify the Heritage Chase Subordinated Indenture in
certain circumstances without the consent of the holders of the Heritage Chase
Subordinated Securities to evidence the merger of the Company or the replacement
of the trustee or to make changes that do not become effective with respect to
previously outstanding series and for certain other purposes.
The principal terms of the Heritage Chase Subordinated Securities issued and
outstanding as of the date of this prospectus are set forth below. Unless
otherwise indicated below, interest on each series listed below accrues at the
annual rate indicated in the title of the series and is payable semiannually in
arrears on the interest payment dates indicated to the registered holders on the
preceding record date indicated. Unless otherwise indicated below, the series
listed below are not redeemable prior to their stated maturity and are not
subject to a sinking fund.
10% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $275,000,000
- - Maturity date: June 15, 1999
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Issuance date: June 17, 1987
8% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $200,000,000
- - Maturity date: June 15, 1999
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Issuance date: June 24, 1992
7 3/4% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $200,000,000
- - Maturity date: November 1, 1999
- - Interest payment dates: May 1 and November 1
- - Record dates: April 15 and October 15
- - Issuance date: November 5, 1992
9 3/8% SUBORDINATED NOTES DUE 2001
- - Principal amount of series: $200,000,000
- - Maturity date: July 1, 2001
- - Interest payment dates: January 1 and July 1
- - Record dates: June 15 and December 15
- - Issuance date: July 13, 1989
9 3/4% SUBORDINATED NOTES DUE 2001
- - Principal amount of series: $150,000,000
- - Maturity date: November 1, 2001
- - Interest payment dates: May 1 and November 1
- - Record dates: April 15 and October 15
- - Issuance date: November 13, 1991
7 1/2% SUBORDINATED NOTES DUE 2003
- - Principal amount of series: $200,000,000
- - Maturity date: February 1, 2003
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Issuance date: February 2, 1993
FLOATING RATE SUBORDINATED NOTES DUE 2003
- - Principal amount of series: $150,000,000
- - Maturity date: July 15, 2003
- - Interest rate: Floating rate reset quarterly based on an annual rate equal to
the greater of (1) LIBOR plus 0.125% and (2) 4.35%, payable quarterly in
arrears
- - Interest payment dates: January 15, April 15, July 15 and October 15
- - Record dates: January 1, April 1, July 1 and October 1
- - Issuance date: July 15, 1993
FLOATING RATE SUBORDINATED NOTES DUE
AUGUST 1, 2003
- - Principal amount of series: $100,000,000
- - Maturity date: August 1, 2003
- - Interest rate: Floating rate reset quarterly based on an annual rate equal to
the greater of (1) LIBOR and (2) 4.50%, payable quarterly in arrears
- - Interest payment dates: February 1, May 1, August 1 and November 1
- - Record dates: January 15, April 15, July 15 and October 15
- - Issuance date: August 5, 1993
23
<PAGE> 56
8% SUBORDINATED NOTES DUE 2004
- - Principal amount of series: $150,000,000
- - Maturity date: August 1, 2004
- - Interest payment dates: May 15 and November 15
- - Record dates: May 1 and November 1
- - Redemption: Redeemable at our option on or after May 15, 1999 at a price equal
to their principal amount plus accrued and unpaid interest
- - Issuance date: May 25, 1994
7 7/8% SUBORDINATED NOTES DUE 2004
- - Principal amount of series: $150,000,000
- - Maturity date: August 1, 2004
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Redemption: Redeemable at our option on or after August 1, 1999 at a price
equal to their principal amount plus accrued and unpaid interest
- - Issuance date: August 10, 1994
6 1/2% SUBORDINATED NOTES DUE 2005
- - Principal amount of series: $200,000,000
- - Maturity date: August 1, 2005
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Issuance date: July 27, 1993
6 1/4% SUBORDINATED NOTES DUE 2006
- - Principal amount of series: $200,000,000
- - Maturity date: January 15, 2006
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: January 19, 1996
6 3/4% SUBORDINATED NOTES DUE 2008
- - Principal amount of series: $200,000,000
- - Maturity date: August 15, 2008
- - Interest payment dates: February 15 and August 15
- - Record dates: August 1 and February 1
- - Issuance date: August 17, 2008
6 1/8% SUBORDINATED NOTES DUE 2008
- - Principal amount of series: $100,000,000
- - Maturity date: October 15, 2008
- - Interest payment dates: April 15 and October 15
- - Record dates: April 1 and October 1
- - Issuance date: October 18, 1993
6 1/2% SUBORDINATED NOTES DUE 2009
- - Principal amount of series: $150,000,000
- - Maturity date: January 15, 2009
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: January 24, 1994
SUBORDINATED MEDIUM-TERM NOTES, SERIES A
As of the date of this prospectus, $99,975,000 aggregate principal amount of
Heritage Chase Subordinated Medium-Term Notes, Series A (the "Heritage Chase
Subordinated Series A Notes") is issued and outstanding. In the table below we
specify the following terms of those Heritage Chase Subordinated Series A Notes:
- Issuance date;
- Principal amount;
- Maturity date; and
- Interest rate.
The Heritage Chase Subordinated Series A Notes are not subject to a sinking fund
and are not redeemable prior to their maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- ----------- ------------- -----
<S> <C> <C> <C> <C>
February 13, 1992......................... $71,675,000 ........ February 13, 1999......................... 8.65%
February 19, 1992......................... 4,800,000 ........ February 19, 1999......................... 8.76%
February 19, 1992......................... 6,000,000 ........ February 19, 1999......................... 8.77%
February 20, 1992......................... 10,000,000 ........ February 22, 1999......................... 8.81%
February 24, 1992......................... 7,500,000 ........ February 24, 1999......................... 9.00%
</TABLE>
24
<PAGE> 57
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
As of the date of this prospectus, $150,000,000 aggregate principal amount of
Heritage Chase Subordinated Medium-Term Notes, Series B (the "Heritage Chase
Subordinated Series B Notes") is issued and outstanding. In the table below we
specify the following terms of those Heritage Chase Subordinated Series B Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
The Heritage Chase Subordinated Series B Notes are not subject to a sinking fund
and are not redeemable unless a redemption date is indicated below. Unless
otherwise indicated below, the Heritage Chase Subordinated Series B Notes that
are redeemable are redeemable at 100% of their principal amount, plus accrued
and unpaid interest, if any, to the redemption date.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- ----------- ------------- ----
<S> <C> <C> <C> <C>
July 23, 1992.................. $75,000,000 ......... July 23, 1999.................. 7.58%
May 25, 1995................... 25,000,000 ......... May 15, 2010................... 7.625%; redeemable
semiannually on or
after May 15, 2000
July 19, 1995.................. 25,000,000 ......... July 15, 2010.................. 7.20%; redeemable
semiannually on or
after July 15, 2000
February 15, 1996.............. 25,000,000 ......... February 15, 2011.............. 6.60%; redeemable
semiannually on or
after February 15, 2000
</TABLE>
PERMANENT GLOBAL HERITAGE CHASE DEBT SECURITIES
We issued certain series of the Heritage Chase Debt Securities in permanent
global form. See "Permanent Global Debt Securities" below for a discussion of
the rights of beneficial owners of interests in permanent global debt
securities.
INFORMATION CONCERNING THE TRUSTEES
We, the Bank and certain of our other subsidiaries maintain deposits and conduct
other banking transactions with the trustees under each of the Heritage Chase
Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Company Subordinated Indenture, and
Bankers Trust Company is also trustee under the Company Senior Indenture.
DESCRIPTION OF MHC
SUBORDINATED SECURITIES
In connection with the merger of Manufacturers Hanover Corporation with and into
the Company, we assumed the obligations of Manufacturers Hanover Corporation
with respect to certain subordinated debt securities (the "MHC Subordinated
Securities"). The following summary of certain provisions of the MHC
Subordinated Securities and the indenture under which they were issued (the "MHC
Subordinated Indenture") is not complete. You should refer to the MHC
Subordinated Indenture, a copy of which is an exhibit to the registration
statement.
GENERAL
We issued the MHC Subordinated Securities under an Indenture, dated as of June
1, 1985, as amended (the "MHC Subordinated Indenture"), between the Company and
IBJ Schroder Bank & Trust Company, as trustee.
As noted above, because the Company is a holding company, claims of holders of
the MHC Subordinated Securities will generally have a junior position to claims
of creditors of our subsidiaries. See "Description of Company Debt
Securities -- General" above.
We issued the MHC Subordinated Securities in fully registered form without
coupons. The MHC Subordinated Indenture does not restrict our ability to enter
into a highly leveraged transaction or provide you with any special protection
in the event of such a transaction. In addition, the MHC
25
<PAGE> 58
Subordinated Indenture does not provide special protection in the event of a
sudden and dramatic decline in our credit quality resulting from a takeover,
recapitalization or similar restructuring of the Company.
The MHC Subordinated Securities are direct, unsecured debt obligations of the
Company. Payment of the principal of the MHC Subordinated Securities is subject
to acceleration only in the event of our bankruptcy, insolvency or
reorganization. The MHC Subordinated Indenture does not restrict our ability to
incur additional debt (including MHC Senior Indebtedness (as defined below)).
Subordination. The MHC Subordinated Securities are subordinated, by their
terms, to Senior Indebtedness, and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than any obligation that
is by its terms expressly stated to be not superior in right of payment to or to
rank equally with or junior to the MHC Subordinated Securities (collectively,
"MHC Senior Indebtedness").
Under the MHC Subordinated Indenture, no payment may be made on the MHC
Subordinated Securities in the event:
- - we have failed to make full payment of all amounts of principal (and premium,
if any) and interest, if any, due on all MHC Senior Indebtedness; or
- - there shall exist any event of default or any event which, with notice or
lapse of time or both, would become an event of default on any MHC Senior
Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or reorganization we
must pay in full amounts of principal (and premium, if any) and interest, if
any, on all MHC Senior Indebtedness before we make any payment or distribution
on the MHC Subordinated Securities.
Because of the subordination of the MHC Subordinated Securities, in the event of
our insolvency, holders of MHC Senior Indebtedness may receive proportionately
more, and holders of MHC Subordinated Securities may receive proportionately
less, than our other creditors, including holders of Company Subordinated
Securities.
Defaults and Waivers. The MHC Subordinated Indenture defines an event of
default with respect to any series of MHC Subordinated Securities as:
(1) default for 30 days in the payment of any installment of interest;
(2) default in the payment, when due, of principal (or premium, if
any);
(3) default, for 60 days after written notice, in the observance or
performance of any other covenants or agreements applicable to that series;
and
(4) certain events of insolvency, bankruptcy or reorganization.
In case certain events of insolvency with respect to the Company occur and are
continuing with respect to any outstanding series of MHC Subordinated Securities
designated as primary capital securities (including the 8 1/2% February 15, 1999
Notes referred to below), then the trustee or the holders of at least 25% in
aggregate outstanding principal amount of that series may declare the principal
of all MHC Subordinated Securities of that series to be due and payable
immediately. However, the holders of not less than a majority in aggregate
principal amount of the MHC Subordinated Securities of that series may annul the
declaration and waive certain past defaults.
Holders of any series of MHC Subordinated Securities designated as primary
capital may not accelerate the maturity of those MHC Subordinated Securities
upon the occurrence of an event of default, other than upon certain events
involving our insolvency, bankruptcy or reorganization.
The MHC Subordinated Indenture requires the trustee to, within 90 days after the
occurrence of a default with respect to any series, give to the holders of that
series notice of all uncured defaults known to it (the term "default" being
defined to include the events specified above without grace periods or notice).
However, the trustee may withhold the notice if it determines in good faith that
the withholding of the notice is in the interest of those holders. We are
required to furnish to the trustee annually an officers' certificate to the
effect that the Company is not in default under any provision of the MHC
Subordinated Indenture.
Other than the duty of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights
26
<PAGE> 59
or powers at the request or direction of any of the holders of the MHC
Subordinated Securities, unless those holders have offered to the trustee
reasonable indemnity. Subject to that requirement for indemnity, the holders of
a majority in principal amount of the MHC Subordinated Securities of any series
then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to, or exercising any trust or power
conferred on, the trustee with respect to the MHC Subordinated Securities of
that series.
Modification of the MHC Subordinated Indenture. We and the trustee may modify
the MHC Subordinated Indenture with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the outstanding MHC Subordinated
Securities of all series to be affected (voting as one class). However, no such
modification may without the consent of all the holders affected by the
modification:
(1) extend the fixed maturity of any MHC Subordinated Security or
reduce the principal amount thereof or reduce the rate or extend the time
of payment of interest thereon or
(2) reduce the above-stated percentage of holders required to modify
or alter the MHC Subordinated Indenture.
SUBORDINATED CAPITAL NOTES DUE 1999
The only series of MHC Subordinated Securities outstanding as of the date of
this prospectus is the 8 1/2% Subordinated Capital Notes Due 1999. We have
specified certain terms of that series below.
- - Principal amount of series: $150,000,000
- - Maturity date: February 15, 1999
- - Interest payment dates: February 15 and August 15
- - Record dates: February 1 and August 1
- - Redemption: Not redeemable prior to stated maturity and not subject to a sink
fund
- - Issuance date: February 24, 1987
- - Other Terms: We designated the securities of this series as primary capital
securities upon issuance. At maturity, we will exchange this series for
Capital Securities of the Company having a market value equal to the principal
amount of the series, except to the extent that we elect to pay in cash the
principal amount of the series, in whole or in part, from Designated Proceeds.
We have Designated Proceeds sufficient to pay this series in cash at maturity.
INFORMATION CONCERNING THE TRUSTEE
We, the Bank and certain of our other subsidiaries maintain deposits with, and
conduct other business transactions with, the IBJ Schroder Bank & Trust Company
in the ordinary course of business.
PERMANENT GLOBAL DEBT SECURITIES
We have issued certain series of the Debt Securities as permanent global Debt
Securities. We deposited each permanent global Debt Security with, or on behalf
of, The Depository Trust Company, as depositary (the "Depositary"), or its
nominee and registered it in the name of a nominee of the Depositary. Except
under the limited circumstances described below, permanent global Debt
Securities are not be exchangeable for definitive certificated Debt Securities.
Only institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants may own
beneficial interests in a permanent global Debt Security. The Depository will
maintain records reflecting ownership of beneficial interests by participants in
the permanent global Debt Securities and transfers of those ownership interests.
Participants will maintain records evidencing ownership of beneficial interests
in the permanent global Debt Securities by persons that hold through those
participants and transfers of those ownership interests within those
participants. The Depositary has no knowledge of the actual beneficial owners of
the Debt Securities. You will not receive written confirmation from the
Depositary of your purchase, but we do expect that you will receive written
confirmations providing details of the transaction, as well as periodic
statements of your holdings from the participant through which you entered the
transaction. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of those securities in definitive form. Those
laws may impair your ability to transfer beneficial interests in a permanent
global Debt Security.
27
<PAGE> 60
The Depositary has advised us that upon the issuance of a permanent global Debt
Security and the deposit of that permanent global Debt Security with the
Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts represented
by that permanent global Debt Security to the accounts of its participants.
We will make payment of principal of, and interest on, Debt Securities
represented by a permanent global Debt Security to the Depositary or its
nominee, as the case may be, as the registered owner and holder of the permanent
global Debt Security representing those Debt Securities. The Depositary has
advised us that upon receipt of any payment of principal of, or interest on, a
permanent global Debt Security, the Depositary will immediately credit accounts
of participants with payments in amounts proportionate to their respective
beneficial interests in the principal amount of that permanent global Debt
Security, as shown in the records of the Depositary. Standing instructions and
customary practices will govern payments by participants to owners of beneficial
interests in a permanent global Debt Security held through those participants,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name". Those payments will be the sole
responsibility of those participants, subject to any statutory or regulatory
requirements as may be in effect from time to time.
None of the Company, the trustees nor any other agent of the Company or the
trustees will have any responsibility or liability for any aspect of the records
of the Depositary, any nominee or any participant relating to, or payments made
on account of, beneficial interests in a permanent global Debt Security or for
maintaining, supervising or reviewing any of the records of the Depositary, any
nominee or any participant relating to those beneficial interests.
A permanent global Debt Security is exchangeable for definitive Debt Securities
registered in the name of a person other than the Depositary or its nominee only
if:
(a) the Depositary notifies us that it is unwilling or unable to
continue as Depositary for that permanent global Debt Security or the
Depositary ceases to be registered under the Securities Exchange Act of
1934;
(b) we determine in our discretion that the permanent global Debt
Security will be exchangeable for definitive Debt Securities in registered
form; or
(c) there shall have occurred and be continuing an event of default or
an event which, with notice or the lapse of time or both, would constitute
an event of default under the Debt Securities.
Any permanent global Debt Security that is exchangeable as described in the
preceding sentence will be exchangeable in whole for definitive Debt Securities
in registered form, of like tenor and of an equal aggregate principal amount as
the permanent global Debt Security, in denominations of $1,000 and integral
multiples of $1,000. The registrar will register the definitive Debt Securities
in the name or names instructed by the Depositary. We expect that those
instructions may be based upon directions received by the Depositary from its
participants with respect to ownership of beneficial interests in the permanent
global Debt Security. We will make payment of any principal and interest on the
definitive Debt Securities and will register transfers and exchanges of those
definitive Debt Securities at the corporate trust office of the Bank in the
Borough of Manhattan, The City of New York. However, we may elect to pay
interest by check mailed to the address of the person entitled to that interest
payment as of the record date, as shown on the register for the Debt Securities.
Except as provided above, as an owner of a beneficial interest in a permanent
global Debt Security, you will not be entitled to receive physical delivery of
Debt Securities in definitive form and will not be considered a holder of Debt
Securities for any purpose under the indentures. No permanent global Debt
Security will be exchangeable except for another permanent global Debt Security
of like denomination and tenor to be registered in the name of the Depositary or
its nominee. Accordingly, you must rely on the procedures of the Depository and
the participant through which you own your interest to exercise any rights of a
holder under the permanent global Debt Security or the applicable indenture.
28
<PAGE> 61
We understand that, under existing industry practices, in the event that the
Company requests any action of holders, or an owner of a beneficial interest in
a permanent global Debt Security desires to take any action that a holder is
entitled to take under the Debt Securities or the indentures, the Depositary
would authorize the participants holding the relevant beneficial interests to
take that action, and those participants would authorize beneficial owners
owning through those participants to take that action or would otherwise act
upon the instructions of beneficial owners owning through them.
The Depositary has advised us that the Depositary is a limited purpose trust
company organized under the laws of the State of New York, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Securities Exchange Act of 1934. The Depositary was created to hold securities
of its participants and to facilitate the clearance and settlement of securities
transactions among its participants in those securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. The Depositary is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the SEC.
DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should also refer to our certificate
of incorporation, including the certificates of designations pursuant to which
the outstanding series of our preferred stock, par value $1 per share were
issued. Our certificate of incorporation is filed as an exhibit to the
registration statement. You should also refer to the applicable provisions of
the Delaware General Corporation Law.
COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of common stock. At September 30, 1998, we had 881,549,790
shares of common stock issued (including 36,029,776 shares held in treasury) and
had reserved approximately 142,309,159 shares of common stock for issuance under
various employee or 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 under the
applicable certificates of designations and applicable law, all voting rights
are vested in the holders of shares of common stock. Holders of shares of 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 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 common stock are fully paid and
nonassessable. Holders of shares of common stock are not entitled to preemptive
rights. Shares of common stock are 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 the common stock.
29
<PAGE> 62
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.
Under regulations adopted by the Federal Reserve Board, if the holders of any
series of preferred stock become entitled to vote for the election of directors
because dividends on that series are in arrears, that series may then be deemed
a "class of voting securities." In such a case, a holder of 25% or more of the
series, or a holder of 5% or more if that holder would also be considered to
exercise a "controlling influence" over the Company, may then be subject to
regulation as a bank holding company in accordance with the Bank Holding Company
Act of 1956. In addition, (1) any other bank holding company may be required to
obtain the prior approval of the Federal Reserve Board to acquire or retain 5%
or more of that series, and (2) any person other than a bank holding company may
be required to obtain the approval of the Federal Reserve Board to acquire or
retain 10% or more of that series.
OUTSTANDING PREFERRED STOCK. As of the date of this prospectus, we have six
series of preferred stock issued and outstanding, as described in the table
which follows:
<TABLE>
<CAPTION>
STATED VALUE AND OUTSTANDING AT EARLIEST RATE IN EFFECT AT
REDEMPTION PRICE SEPTEMBER 30, REDEMPTION SEPTEMBER 30,
PER SHARE(a) SHARES 1998 DATE 1998
---------------- ------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Adjustable Rate, Series L
Cumulative.................... $100.00 2.0 $200 6/30/1999 4.500%(b)
Adjustable Rate, Series N
Cumulative.................... 25.00 9.1 228 6/30/1999 4.505(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 in table, plus includes accrued but
unpaid dividends, if any.
(b) Floating rates are based on certain U.S. Treasury rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of the Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(c) Dividends on this series for dividend periods commencing on or after July 1,
2003 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 payable may be adjusted, and the stock may be redeemed earlier
than June 30, 2003 in the event of certain amendments to the Internal
Revenue Code of 1986 relating to the dividends received deduction.
Ranking. All the outstanding series of preferred stock have the same rank. All
the outstanding series of preferred stock have preference over the 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 the board of directors, on each March
31, June 30, September 30 and December 31. Dividends on all the outstanding
series of preferred stock, other than the 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 periods.
We may not declare or pay any dividends on any series of preferred stock,
unless, for the dividend period commencing after the immediately preceding
dividend payment date, we have previously declared and paid or we
contemporaneously declare and pay full dividends (and cumulative
30
<PAGE> 63
dividends still owing, if any) on all other series of preferred stock which have
the same rank as, or rank senior to, that preferred stock. If we do not pay in
full the dividend on those equally- and senior-ranking series, we may only
declare dividends pro rata, so that the amount of dividends declared per share
on that series of preferred stock and on each other equally- or senior-ranking
series of preferred stock 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 cumulative dividends still owing, if any, on all outstanding shares of
any series of preferred stock, we may not declare or pay dividends on our common
stock and generally we may not redeem or purchase any common stock. We will not
pay interest or any sum of money in lieu of interest in connection with any
dividend payment or payments which may be in arrears.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, as an owner of preferred stock, you would be entitled
to receive liquidating distributions in the amount set forth opposite your
applicable series in the table above, plus accrued and unpaid dividends, if any,
before we make any distribution of our assets to the holders of our common
stock. Each of the outstanding series of preferred stock is redeemable at our
option at a redemption price equal to the redemption price set forth opposite
that series in the table above, plus accrued but unpaid dividends, if any. In
addition, we may redeem the shares of the Fixed/Adjustable Rate Noncumulative
Preferred Stock earlier than June 30, 2003 in the event of certain amendments to
the Internal Revenue Code of 1986 relating to the dividends received deduction.
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 constituting
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 two directors at that annual meeting. Each director
elected by the holders of shares of the outstanding preferred stock will
continue to serve as director for the full term for which he or she shall have
been elected, even if prior to the end of that term we have paid in full the
amount of dividends that had been in arrears. For purposes of this paragraph,
"default" means that accrued and unpaid dividends on the applicable series shall
be equal to or greater than the equivalent of six quarterly dividends.
All series of the outstanding preferred stock other than the 10.96% Cumulative
Preferred Stock and 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:
- - create any class or series of stock having a preference over any outstanding
series of preferred stock; or
- - change the provisions of our certificate of incorporation in a manner 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 to be approved by 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 as follows:
- - 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
- - the consent of the holders of at least two-thirds of the voting power of that
series and each of the series of 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 prior to that series as to dividends or upon
liquidation, or any other security or obligation convertible into or
exercisable for any such prior-ranking stock.
Miscellaneous. No series of outstanding preferred stock is convertible into
shares of our common
31
<PAGE> 64
stock or other securities of the Company. 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 the preferred
stock and related depositary shares, if any. The registrar for the preferred
stock will send notices to the holders of the preferred stock of any meetings at
which such holders will have the right to elect directors or to vote on any
other matter.
PERMANENT GLOBAL PREFERRED SECURITIES
We have issued certain series of the preferred stock as permanent global
securities deposited with the Depositary Trust Company as Depositary ("global
preferred securities"). We have deposited each global preferred security with or
on behalf of the Depositary or its nominee and registered it in the name of a
nominee of the Depositary. Except under the limited circumstances described
below, global preferred securities are not exchangeable for definitive
certificated preferred stock.
Only institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants may own
beneficial interests in a global preferred security. The Depositary will
maintain records evidencing ownership of beneficial interests by participants in
a global preferred security and transfers of those ownership interests.
Participants will maintain records evidencing ownership of beneficial interests
in a global preferred security by persons that hold through those participants
and transfers of those ownership interests within those participants. The
Depositary has no knowledge of the actual beneficial owners of the preferred
stock. You will not receive written confirmation from the Depositary of your
purchase, but we do expect you to receive written confirmations providing
details of the transaction, as well as periodic statements of your holdings,
from the participants through which you entered the transaction. The laws of
some jurisdictions require that certain purchasers of securities take physical
delivery of those securities in definitive form. Those laws may impair your
ability to transfer beneficial interests in a global preferred security.
The Depositary has advised us that upon the issuance of a global preferred
security and the deposit of that global preferred security with the Depositary,
the Depositary will immediately credit, on its book-entry registration and
transfer system, the respective principal amounts represented by that global
preferred security to the accounts of its participants.
We will make payments on the preferred stock represented by a global preferred
security to the Depositary or its nominee, as the case may be, as the registered
owner and holder of the global preferred security representing that preferred
stock. The Depositary has advised us that upon receipt of any payment on a
global preferred security, the Depositary will immediately credit accounts of
participants on its book-entry registration and transfer system with payments in
amounts proportionate to their respective beneficial interests in that global
preferred security, as shown in the records of the Depositary. Standing
instructions and customary practices will govern payments by participants to
owners of beneficial interests in a global preferred security held through those
participants, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Those payments will be
the sole responsibility of those participants, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of the Depositary, any nominee or any participant relating to, or
payments made on account of, beneficial interests in a global preferred security
or for maintaining, supervising or reviewing any of the records of the
Depositary, any nominee or any participant relating to those beneficial
interests.
A global preferred security is exchangeable for definitive certificated
preferred stock registered in the name of a person other than the Depositary or
its nominee, only if:
(a) the Depositary notifies us that it is unwilling or unable to
continue as Depositary for such global preferred security or the Depositary
ceases to be registered under the Securities Exchange Act of 1934; or
(b) we determine in our discretion that the global preferred security
will be exchangeable for certificated preferred stock.
32
<PAGE> 65
Any global preferred security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive certificated preferred
stock registered by the registrar in the name or names instructed by the
Depositary. We expect that such instructions may be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in the global preferred security.
Except as provided above, as an owner of a beneficial interest in a global
preferred security, you will not be entitled to receive physical delivery of
certificates representing shares of preferred stock and will not be considered a
holder of preferred stock. No global preferred security will be exchangeable
except for another global preferred security to be registered in the name of the
Depositary or its nominee. Accordingly, you must rely on the procedures of the
Depositary and the participant through which you own your interest to exercise
any rights of a holder of preferred stock.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
preferred security desires to take any action that a holder of preferred stock
is entitled to take, the Depositary would authorize the participants holding the
relevant beneficial interests to take that action, and those participants would
authorize beneficial owners owning through those participants to take that
action or would otherwise act upon the instructions of beneficial owners owning
through them.
EXPERTS
The financial statements of the Company incorporated in this prospectus by
reference to the Annual Report of the Company on Form 10-K for the year ended
December 31, 1997 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.
33
<PAGE> 66
[Chase Manhattan Logo]
<PAGE> 67
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission...... $1,946,000
Blue Sky fees and expenses..................................
Attorneys' fees and expenses................................ 150,000*
Accountants' fees and expenses.............................. 175,000*
Printing and engraving expenses............................. 100,000*
Rating agency fees.......................................... 60,000*
Trustee fees................................................ 40,000*
NASD fee.................................................... 30,500
Miscellaneous expenses...................................... 10,000
----------
Total.................................................. $2,501,500*
==========
</TABLE>
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation may
indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
The DGCL provides that the indemnification described above shall not be deemed
exclusive of other indemnification that may be granted by a corporation pursuant
to its By-Laws, disinterested directors' vote, stockholders' vote, agreement or
otherwise.
The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
The Restated Certificate of Incorporation of The Chase Manhattan Corporation
(the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or
II-1
<PAGE> 68
elimination of the liability of directors, no director of the Registrant shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director.
The Registrant's Restated Certificate of Incorporation empowers the Registrant
to indemnify any director, officer, employee or agent of the Registrant or any
other person who is serving at the Registrant's request in any such capacity
with another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, an employee benefit plan) to the fullest extent
permitted under the DGCL as from time to time in effect, and any such
indemnification may continue as to any person who has ceased to be a director,
officer, employee or agent and may inure to the benefit of the heirs, executors
and administrators of such a person.
The Registrant's Restated Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors, notwithstanding any interest of
the directors in the action, to purchase and maintain insurance in such amounts
as the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Registrant or any other person who is serving at the
Registrant's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or her or
incurred by him or her in any such capacity arising out of his or her status as
such (including, without limitation, expenses, judgments, fines (including any
excise taxes assessed on a person with respect to any employee benefit plan) and
amounts paid in settlement) to the fullest extent permitted under the DGCL as
from time to time in effect, whether or not the Registrant would have the power
or be required to indemnify any such individual under the terms of any agreement
or by-law or the DGCL.
In addition, the Registrant's By-laws require indemnification to the fullest
extent permitted under applicable law, as from time to time in effect. The
By-laws provide a clear and unconditional right to indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Registrant or, at the request of the Registrant, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the By-
laws and entitle the persons to be indemnified to have all expenses incurred in
advance of the final disposition of a proceeding paid by the Registrant. Such
provisions, however, are intended to be in furtherance and not in limitation of
the general right to indemnification provided in the By-laws, which right of
indemnification and of advancement of expenses is not exclusive.
The Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
II-2
<PAGE> 69
ITEM 16. LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (incorporated
by reference to Exhibit 1.1 to Registration Statement on
Form S-3 (File No. 333-56573) The Chase Manhattan
Corporation).
1.2 Form of Master Agency Agreement, dated as of February 1,
1990, as amended and restated as of June 12, 1997, between
The Chase Manhattan Corporation and Chase Securities Inc.,
Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan,
Stanley & Co. Incorporated and Salomon Brothers Inc.
(incorporated by reference to Exhibit 1.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
1.3 Form of Equity Securities Underwriting Agreement
(incorporated by reference to Exhibit 1.3 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation, filed June 11, 1998).
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8, dated July 11, 1996
(File No. 333-07941) of The Chase Manhattan Corporation).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
3.3 Certificate of Designations of Fixed/Adjustable Rate
Noncumulative Preferred Stock of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
3.4 By-Laws of The Chase Manhattan Corporation, as amended
(incorporated by reference to Exhibit 3.2 of the Annual
Report on Form 10-K for the year ended December 31, 1997 of
The Chase Manhattan Corporation (File No. 1-5805)).
4.1 Form of Certificate for shares of Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement, of The Chase Manhattan Corporation
(File No. 33-64261)).
4.2 Form of Certificate of Designations for Preferred Stock
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.3 Form of Deposit Agreement (incorporated by reference to
Exhibit 4.3 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.4 Form of Depositary Receipt of Depositary Shares
(incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.5 Indenture dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and Bankers Trust Company, as successor to The
Chase Manhattan Bank (National Association), which Indenture
includes the form of Senior Securities (incorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3 (File No. 33-32409) of The Chase Manhattan
Corporation (formerly known as Chemical Banking
Corporation)).
</TABLE>
II-3
<PAGE> 70
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
4.6 Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992, between The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)
and U.S. Bank Trust National Association (formerly known as
First Trust of New York, National Association), as successor
to Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) (File No.
1-5805) dated December 22, 1992).
4.7 Second Supplemental Indenture dated as of October 8, 1996,
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), as Trustee, to the Indenture
dated as of April 1, 1987, as amended and restated as of
December 15, 1992 (incorporated by reference to Exhibit 4.5
to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.8 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and IBJ Schroder
Bank and Trust Company, as Trustee, to the Indenture dated
as of June 1, 1985 (incorporated by reference to Exhibit
4.12 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.9 Second Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of July 1, 1986 (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.10 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of August 1, 1974 (incorporated by
reference to Exhibit 4.20 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.11 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation Chemical Bank, as resigning Trustee, and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association), as successor
Trustee, to the Indenture dated as of September 1, 1993
(incorporated by reference to Exhibit 4.22 to the
Registration Statement on Form S-3 (File No. 333-14959) of
The Chase Manhattan Corporation).
4.12 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), to the Amended and Restated
Indenture dated as of September 1, 1993 (incorporated by
reference to Exhibit 4.23 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Form of Subordinated Security (incorporated by reference to
Exhibit 4.13 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.14 Form of Debt Securities Warrant Agreement.**
4.15 Form of Preferred Stock Warrant Agreement.**
4.16 Form of Common Stock Warrant Agreement.**
4.17 Form of Currency Warrants Warrant Agreement.**
4.18 Form of Fixed Rate Senior Medium-Term Note (incorporated by
reference to Exhibit 4.18 to Registration Statement on Form
S-3 (File No. 333-56573) of The Chase Manhattan
Corporation).
</TABLE>
II-4
<PAGE> 71
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
4.19 Form of Floating Rate Senior Medium-Term Note (incorporated
by reference to Exhibit 4.19 to Amendment No. 1 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
4.20 Form of Fixed Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.20 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.21 Form of Floating Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.21 to Amendment No.
1 to Registration Statement on Form S-3 (File No. 333-56573)
of The Chase Manhattan Corporation).
5 Opinion of Simpson Thacher & Barlett.*
12.1 Computation of Ratios of Earnings to Fixed Charges for
Period Ended December 31, 1997 (incorporated by reference to
Exhibit 12(a) to Annual Report on Form 10-K for the Year
Ended December 31, 1997 of The Chase Manhattan Corporation
(File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges for
Period Ended September 30, 1998 (incorporated by reference
to Exhibit 12(a) to the Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1998 of The Chase Manhattan
Corporation (File No. 1-5805)).
12.3 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
December 31, 1997 (incorporated by reference to Exhibit
12(b) to Annual Report on Form 10-K for the Year Ended
December 31, 1997 of The Chase Manhattan Corporation (File
No. 1-5805)).
12.4 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
September 30, 1998 (incorporated by reference to Exhibit
12(b) to the Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 1998 of The Chase Manhattan Corporation
(File No. 1-5805)).
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Simpson Thacher & Barlett (included in Exhibit
5).
24 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of Bankers Trust Company.*
25.2 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.*
</TABLE>
- ---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range
II-5
<PAGE> 72
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE> 73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, on January 14, 1999.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ ANTHONY J. HORAN
------------------------------------
(Anthony J. Horan, Corporate
Secretary)
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director, Chairman and Chief Executive Officer
- --------------------------------------------------- (Principal Executive Officer)
(Walter V. Shipley)
* Director, President and Chief Operating Officer
- ---------------------------------------------------
(Thomas G. Labrecque)
* Director and Vice Chairman of the Board
- ---------------------------------------------------
(William B. Harrison, Jr.)
* Director
- ---------------------------------------------------
(Hans W. Becherer)
* Director
- ---------------------------------------------------
(Frank A. Bennack, Jr.)
* Director
- ---------------------------------------------------
(Susan V. Berresford)
* Director
- ---------------------------------------------------
(M. Anthony Burns)
* Director
- ---------------------------------------------------
(H. Laurance Fuller)
* Director
- ---------------------------------------------------
(Melvin R. Goodes)
* Director
- ---------------------------------------------------
(William H. Gray III)
* Director
- ---------------------------------------------------
(George V. Grune)
* Director
- ---------------------------------------------------
(Harold S. Hook)
</TABLE>
II-7
<PAGE> 74
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
- ---------------------------------------------------
(Helene L. Kaplan)
* Director
- ---------------------------------------------------
(Henry B. Schacht)
* Director
- ---------------------------------------------------
(Andrew C. Sigler)
* Director
- ---------------------------------------------------
(John R. Stafford)
* Director
- ---------------------------------------------------
(Marina v.N. Whitman)
* Vice Chairman Finance and Risk Management
- --------------------------------------------------- (Principal Financial Officer)
(Marc J. Shapiro)
* Executive Vice President and Controller
- --------------------------------------------------- (Principal Accounting Officer)
(Joseph L. Sclafani)
</TABLE>
* Anthony J. Horan hereby signs this Registration Statement on behalf of each of
the indicated persons for whom he is attorney-in-fact on January 14, 1999
pursuant to a power of attorney filed herewith.
By /s/ ANTHONY J. HORAN
------------------------------------
Anthony J. Horan
Corporate Secretary
Dated: January 14, 1999
II-8
<PAGE> 75
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (incorporated
by reference to Exhibit 1.1 to Registration Statement on
Form S-3 (File No. 333-56573) The Chase Manhattan
Corporation).
1.2 Form of Master Agency Agreement, dated as of February 1,
1990, as amended and restated as of June 12, 1997, between
The Chase Manhattan Corporation and Chase Securities Inc.,
Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan,
Stanley & Co. Incorporated and Salomon Brothers Inc.
(incorporated by reference to Exhibit 1.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
1.3 Form of Equity Securities Underwriting Agreement
(incorporated by reference to Exhibit 1.3 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation, filed June 11, 1998).
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8, dated July 11, 1996
(File No. 333-07941) of The Chase Manhattan Corporation).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
3.3 Certificate of Designations of Fixed/Adjustable Rate
Noncumulative Preferred Stock of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
3.4 By-Laws of The Chase Manhattan Corporation, as amended
(incorporated by reference to Exhibit 3.2 of the Annual
Report on Form 10-K for the year ended December 31, 1997 of
The Chase Manhattan Corporation (File No. 1-5805)).
4.1 Form of Certificate for shares of Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement, of The Chase Manhattan Corporation
(File No. 33-64261)).
4.2 Form of Certificate of Designations for Preferred Stock
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.3 Form of Deposit Agreement (incorporated by reference to
Exhibit 4.3 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.4 Form of Depositary Receipt of Depositary Shares
(incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.5 Indenture dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and Bankers Trust Company, as successor to The
Chase Manhattan Bank (National Association), which Indenture
includes the form of Senior Securities (incorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3 (File No. 33-32409) of The Chase Manhattan
Corporation (formerly known as Chemical Banking
Corporation)).
</TABLE>
<PAGE> 76
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
4.6 Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992, between The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)
and U.S. Bank Trust National Association (formerly known as
First Trust of New York, National Association), as successor
to Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) (File No.
1-5805) dated December 22, 1992).
4.7 Second Supplemental Indenture dated as of October 8, 1996,
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), as Trustee, to the Indenture
dated as of April 1, 1987, as amended and restated as of
December 15, 1992 (incorporated by reference to Exhibit 4.5
to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.8 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and IBJ Schroder
Bank and Trust Company, as Trustee, to the Indenture dated
as of June 1, 1985 (incorporated by reference to Exhibit
4.12 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.9 Second Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of July 1, 1986 (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.10 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture dated as of August 1, 1974 (incorporated by
reference to Exhibit 4.20 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.11 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation Chemical Bank, as resigning Trustee, and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association), as successor
Trustee, to the Indenture dated as of September 1, 1993
(incorporated by reference to Exhibit 4.22 to the
Registration Statement on Form S-3 (File No. 333-14959) of
The Chase Manhattan Corporation).
4.12 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association), to the Amended and Restated
Indenture dated as of September 1, 1993 (incorporated by
reference to Exhibit 4.23 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Form of Subordinated Security (incorporated by reference to
Exhibit 4.13 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.14 Form of Debt Securities Warrant Agreement.**
4.15 Form of Preferred Stock Warrant Agreement.**
4.16 Form of Common Stock Warrant Agreement.**
4.17 Form of Currency Warrants Warrant Agreement.**
4.18 Form of Fixed Rate Senior Medium-Term Note (incorporated by
reference to Exhibit 4.18 to Registration Statement on Form
S-3 (File No. 333-56573) of The Chase Manhattan
Corporation).
</TABLE>
<PAGE> 77
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<C> <S>
4.19 Form of Floating Rate Senior Medium-Term Note (incorporated
by reference to Exhibit 4.19 to Amendment No. 1 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
4.20 Form of Fixed Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.20 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.21 Form of Floating Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.21 to Amendment No.
1 to Registration Statement on Form S-3 (File No. 333-56573)
of The Chase Manhattan Corporation).
5 Opinion of Simpson Thacher & Barlett.*
12.1 Computation of Ratios of Earnings to Fixed Charges for
Period Ended December 31, 1997 (incorporated by reference to
Exhibit 12(a) to Annual Report on Form 10-K for the Year
Ended December 31, 1997 of The Chase Manhattan Corporation
(File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges for
Period Ended September 30, 1998 (incorporated by reference
to Exhibit 12(a) to the Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1998 of The Chase Manhattan
Corporation (File No. 1-5805)).
12.3 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
December 31, 1997 (incorporated by reference to Exhibit
12(b) to Annual Report on Form 10-K for the Year Ended
December 31, 1997 of The Chase Manhattan Corporation (File
No. 1-5805)).
12.4 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
September 30, 1998 (incorporated by reference to Exhibit
12(b) to the Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 1998 of The Chase Manhattan Corporation
(File No. 1-5805)).
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Simpson Thacher & Barlett (included in Exhibit
5).
24 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of Bankers Trust Company.*
25.2 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.*
</TABLE>
- ---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
<PAGE> 1
January 14, 1999
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Dear Sirs:
We have acted as counsel to The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), in connection with the Corporation's
Registration Statement on Form S-3 (the "Registration Statement") relating to
(i) debt securities, which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") (collectively, the "Debt
Securities"), (ii) warrants to purchase the Debt Securities (the "Debt
Warrants"), (iii) shares of preferred stock of the Corporation, $1 par value per
share (the "Preferred Stock"), which may be issued in the form of depositary
shares evidenced by depositary receipts (the "Depositary Shares"), (iv) warrants
to purchase shares of Preferred Stock (the "Preferred Stock Warrants"), (v)
shares of common stock of the Corporation, par value $1.00 per share (the
"Common Stock"), (vi) warrants to purchase shares of Common Stock (the "Common
Stock Warrants"), (vii) currency warrants (the "Currency Warrants"), (viii)
contracts which may be issued by the Corporation under which the counterparty
may be required to purchase Debt Securities, Preferred Stock, Depositary Shares
or Common Stock, (ix) Debt Securities, Preferred Stock and Common Stock which
may be issued upon exercise of Securities Warrants (as defined below) and (x)
such
<PAGE> 2
The Chase Manhattan
Corporation -2- January 14, 1999
indeterminate amount of Offered Securities (as defined below) as may be
issued in exchange for or upon conversion of, as the case may be, the Offered
Securities, with an aggregate initial public offering price of up to
$7,000,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies. The Corporation will not receive separate consideration
for any Offered Securities that are issued in exchange for or upon conversion
of, as the case may be, Offered Securities, or upon exercise of Securities
Warrants. The Debt Warrants, Preferred Stock Warrants and Common Stock Warrants
are hereinafter referred to collectively as the "Securities Warrants", and the
Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Securities
Warrants and Currency Warrants are hereinafter referred to collectively as the
"Offered Securities".
The Offered Securities will be sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements"). The Senior Securities will be issued
under an Indenture dated as of December 1, 1989, as amended, between the
Corporation and Bankers Trust Company, as Trustee (the "Senior Indenture"). The
Subordinated Securities will be issued under an Indenture dated as of April 1,
1987, as amended and restated as of December 15, 1992, and as further amended,
between the Corporation and U.S. Bank Trust National Association, as Trustee
(the "Subordinated Indenture"). The forms of the Senior Indenture and the
Subordinated Indenture (collectively, the "Indentures") are included as exhibits
to the Registration Statement.
<PAGE> 3
The Chase Manhattan
Corporation -3- January 14, 1999
We have reviewed such corporate records and other documents and
have made such further examinations and inquiries as we have deemed necessary to
enable us to express the opinions set forth herein.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Debt Securities have been duly authorized and, (i)
when the Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), and (ii) when duly
executed and authenticated in accordance with the terms of the
Indentures and delivered and sold and upon payment in full therefor as
contemplated by the Registration Statement, will constitute valid and
legally binding obligations of the Corporation enforceable against the
Corporation in accordance with their terms and entitled to the benefits
of such Indentures.
2. The shares of Preferred Stock have been duly
authorized and (i) when the Registration Statement has become effective
under the Act and (ii) when the shares of Preferred Stock, in the form
filed as an exhibit to the Registration Statement, have been duly
executed, countersigned and delivered by the Corporation upon purchase
thereof and payment in full therefor as contemplated by the Registration
Statement, such shares of Preferred Stock will be validly issued, fully
paid and nonassessable.
3. The shares of Common Stock have been duly authorized
and (i) when the Registration Statement has become effective under the
Act and (ii) when the shares of Common Stock in the form filed as an
exhibit to the Registration Statement have been duly executed,
countersigned and delivered by the Corporation upon purchase therefor
and payment in full therefor as contemplated by the Registration
Statement such shares of Common Stock will be validly issued, fully paid
and nonassessable.
4. The Securities Warrants have been duly authorized and,
(i) when the Registration Statement has become effective under the Act,
(ii) upon the execution and delivery of a debt warrant agreement,
preferred stock warrant agreement or common stock warrant agreement, as
the case may be, relating to such Securities Warrants in the form filed
as an exhibit to the Registration Statement, and (iii) when such
Securities Warrants have been duly executed, countersigned, delivered
and sold in the applicable form filed as an exhibit to the Registration
Statement and as contemplated by the Registration Statement, such
Securities
<PAGE> 4
The Chase Manhattan
Corporation -4- January 14, 1999
Warrants will constitute valid and legally binding obligations of the
Corporation enforceable against the Corporation in accordance with
their terms.
5. The Currency Warrants have been duly authorized and,
(i) when the Registration Statement has become effective under the Act,
(ii) upon the execution and delivery of a currency warrant agreement
relating to such Currency Warrants in the form filed as an exhibit to
the Registration Statement and (iii) when such Currency Warrants have
been duly executed, countersigned, delivered and sold in the form filed
as an exhibit to the Registration Statement and as contemplated by the
Registration Statement, such Currency Warrants will constitute valid and
legally binding obligations of the Corporation enforceable against the
Corporation in accordance with their terms.
Our opinions set forth in paragraph 1, 4 and 5 above are subject
to (i) the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant of
good faith and fair dealing.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the Federal law of the United States and the Delaware General
Corporation Law.
<PAGE> 5
The Chase Manhattan
Corporation -5- January 14, 1999
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to this firm appearing under
the heading "Legal Opinions" in the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
<PAGE> 1
EXHIBIT 23.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
January 14, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of The Chase Manhattan Corporation (the "Corporation") of
our report dated January 20, 1998 which appears on page 45 of the 1997 Annual
Report to Stockholders of the Corporation which is incorporated by reference in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1997. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ HANS W. BECHERER
--------------------------------------
Hans W. Becherer
Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ FRANK A. BENNACK, JR.
--------------------------------------
Frank A. Bennack, Jr.
Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ SUSAN V. BERRESFORD
--------------------------------------
Susan V. Berresford
Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ M. ANTHONY BURNS
--------------------------------------
M. Anthony Burns
Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ H. LAURANCE FULLER
--------------------------------------
H. Laurance Fuller
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ MELVIN R. GOODES
--------------------------------------
Melvin R. Goodes
Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ WILLIAM H. GRAY, III
--------------------------------------
William H. Gray, III
Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ GEORGE V. GRUNE
--------------------------------------
George V. Grune
Director
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ WILLIAM B. HARRISON, JR.
--------------------------------------
William B. Harrison, Jr.
Vice Chairman of the Board
and Director
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ HAROLD S. HOOK
--------------------------------------
Harold S. Hook
Director
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ HELENE L. KAPLAN
--------------------------------------
Helene L. Kaplan
Director
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ THOMAS G. LABRECQUE
--------------------------------------
Thomas G. Labrecque
President and Director
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ HENRY B. SCHACHT
--------------------------------------
Henry B. Schacht
Director
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ WALTER V. SHIPLEY
--------------------------------------
Walter V. Shipley
Chairman of the Board, Chief Executive
Officer and Director
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ ANDREW C. SIGLER
--------------------------------------
Andrew C. Sigler
Director
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ JOHN R. STAFFORD
--------------------------------------
John R. Stafford
Director
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ MARINA V.N. WHITMAN
--------------------------------------
Marina v.N. Whitman
Director
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ MARC J. SHAPIRO
--------------------------------------
Marc J. Shapiro
(Principal Financial Officer)
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as
an officer or director of The Chase Manhattan Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DEBORAH
L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them severally,
his or her true and lawful attorneys-in-fact and agents, with full power to act
with or without the others and with full power of substitution and
resubstitution, for and on behalf of him or her and in his or her name, place
and stead, in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
Corporation to comply with the Securities Act of 1933 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 14, 1999.
/s/ JOSEPH L. SCLAFANI
--------------------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
</TABLE>
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
---------------------------------
THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-2624428
(State or other jurisdiction of (I.R.S. employer identification no.)
Incorporation or organization)
</TABLE>
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 100017
(212) 270-6000
(Address, including zip code, and telephone number of
principal executive offices)
SENIOR DEBT SECURITIES OF THE CHASE MANHATTAN CORPORATION
(Title of the indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
</TABLE>
(b) Whether it is authorized to exercise corporate trust
powers. Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers
Trust Company dated August 7, 1990,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
June 21, 1995 Incorporated herein by
reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-65171,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
March 20, 1996, incorporate by referenced to
Exhibit 1 filed with Form T-1 Statement,
Registration No. 333-25843 and Certificate
of Amendment of the Organization Certificate
of Bankers Trust Company dated June 19,
1997, copy attached.
EXHIBIT 2 - Certificate of Authority to commence
business - Incorporated herein by reference
to Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein
by reference to Exhibit 2 filed with Form
T-1 Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company,
as amended on November 18, 1997. Copy
attached.
-2-
<PAGE> 3
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
22-18864.
EXHIBIT 7 - The latest report of condition of Bankers
Trust Company dated as of March 31, 1998.
Copy attached.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on this 13th day
of January, 1999
BANKERS TRUST COMPANY
By: /s/ MARC J. PARILLA
-----------------------
Marc J. Parilla
Assistant Treasurer
-4-
<PAGE> 5
State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated June 19, 1997, providing for an increase in
authorized capital stock from $1,601,666,670 consisting of 100,166,667 shares
with a par value of $10 each designated as Common Stock and 600 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$2,001,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 1,000 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the City of New
York,
this 27TH day of June in the Year of our Lord one
thousand nine hundred and ninety-seven.
<PAGE> 6
Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE> 7
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.
3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into
One Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 600 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE> 8
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.
James T. Byrne, Jr.
-----------------------------------
James T. Byrne, Jr.
Managing Director
Lea Lahtinen
-----------------------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements herein contained are true.
Lea Lahtinen
-----------------------------------
Lea Lahtinen
Sworn to before me this 19th day of June, 1997.
Sandra L. West
- ------------------------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 9
BY-LAWS
NOVEMBER 18, 1997
BANKERS TRUST COMPANY
NEW YORK
<PAGE> 10
BY-LAWS
OF
BANKERS TRUST COMPANY
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as secretary
of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than ten nor more than twenty-five, as may from time to time be fixed
by resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.
<PAGE> 11
All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director. Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.
No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time on the third Tuesday of the month. If the day appointed for holding such
regular meetings shall be a legal holiday, the regular meeting to be held on
such day shall be held on the next business day thereafter. Special meetings of
the Board of Directors may be called upon at least two day's notice whenever it
may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, in their absence, by such other director as the Board of Directors
may have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.
SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.
<PAGE> 12
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of whom must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.
In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly
<PAGE> 13
meetings and during the intervals thereof shall meet at other times on call of
the Chairman.
SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President,
and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Managing Directors, one or
more Managing Directors, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board. The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant officers.
All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all
assistant officers shall hold office at the pleasure of the Board or the
Chairman of the Board or the Chief Executive Officer or, in their absence, the
President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors
may require any and all officers and employees to give security for the faithful
performance of their duties.
SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by
law or by these By-Laws, or which usually attach or pertain to such office. The
other officers shall have, subject to the supervision and direction of the Board
of Directors or the Executive Committee or the Chairman of the Board or, the
Chief Executive Officer, the powers vested by law or by these By-Laws in them as
holders of their respective offices and, in addition, shall perform such other
duties as shall be assigned to them by the Board of Directors or the Executive
Committee or the Chairman of the Board or the Chief Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
<PAGE> 14
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company which he deems advisable or which the Audit Committee
may request. Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall report thereon forthwith
to the Audit Committee. The General Auditor shall report to the Chief Financial
Officer only for administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.
<PAGE> 15
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer
<PAGE> 16
or the President, and (ii) only if and to the extent that, after making such
efforts as the Chairman of the Board, the Chief Executive Officer or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.
SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.
<PAGE> 17
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE> 18
I, Marc J. Parilla, Assistant Treasurer of Bankers Trust Company, New York, New
York, hereby certify that the foregoing is a complete, true and correct copy of
the By-Laws of Bankers Trust Company, and that the same are in full force and
effect at this date.
/s/ Marc J. Parilla /s/
-----------------------
Marc J. Parilla
Assistant Treasurer
DATED: January 13, 1999
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 03/31/98 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
| C400 |
----------------------------
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS | / / / / / / / / / / / / |
1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / / / / |
a. Noninterest-bearing balances and currency and coin (1) ................ | 0081 2,291,000|1.a.
b. Interest-bearing balances (2) ......................................... | 0071 2,636,000|1.b.
2. Securities: | / / / / / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, column A) ............ | 1754 0 |2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)........... | 1773 6,617,000 |2.b.
3. Federal funds sold and securities purchased under agreements to resell ..... | 1350 32,734,000 |3.
4. Loans and lease financing receivables: | / / / / / / / / / / |
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 20,227,000 | / / / / / / / / / / |4.a.
b. LESS: Allowance for loan and lease losses......................RCFD 3123 619,000 | / / / / / / / / / / |4.b.
c. LESS: Allocated transfer risk reserve .........................RCFD 3128 0 | / / / / / / / / / / |4.c.
d. Loans and leases, net of unearned income, | / / / / / / / / / / |
allowance, and reserve (item 4.a minus 4.b and 4.c) ................... | 2125 19,608,000 |4.d.
5. Trading Assets (from schedule RC-D) ....................................... | 3545 49,545,000 |5.
6. Premises and fixed assets (including capitalized leases) ................... | 2145 885,000 |6.
7. Other real estate owned (from Schedule RC-M) ............................... | 2150 115,000 |7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) | 2130 391,000 |8.
9. Customers' liability to this bank on acceptances outstanding ............... | 2155 392,000 |9.
10. Intangible assets (from Schedule RC-M) ..................................... | 2143 266,000 |10.
11. Other assets (from Schedule RC-F) .......................................... | 2160 5,884,000 |11.
12. Total assets (sum of items 1 through 11) ................................... | 2170 121,364,000 |12.
</TABLE>
- -------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 20
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 03/31/98 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands / / / / / / / / Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES | / / / / / / / / / / / / /|
13. Deposits: | / / / / / / / / / / / / /|
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 22,231,000 |13.a.
(1) Noninterest-bearing(1) ............................RCON 6631 3,040,000... | / / / / / / / / / / / / /|13.a.(1)
(2) Interest-bearing ..................................RCON 6636 19,191,000... | / / / / / / / / / / / / /|13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | / / / / / / / / / / / / /|
part II) | RCFN 2200 21,932,000 |13.b.
(1) Noninterest-bearing ...............................RCFN 6631 2,423,000 | / / / / / / / / / / / / /|13.b.(1)
(2) Interest-bearing ..................................RCFN 6636 19,509,000 | / / / / / / / / / / / / /|13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase | RCFD 2800 14,360,000 |14.
15. a. Demand notes issued to the U.S. Treasury ......................................... | RCON 284 00 |15.a.
b. Trading liabilities (from Schedule RC-D).......................................... | RCFD 3548 32,890,000 |15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases): | / / / / / / / / / / / / /|
a. With a remaining maturity of one year or less .................................... | RCFD 2332 7,653,000 |16.a.
b. With a remaining maturity of more than one year through three years............... | A547 3,707,000 |16.b.
c. With a remaining maturity of more than three years................................ |A548 3,034,000 |16.c
17. Not Applicable. | / / / / / / / / / / / / /|17.
18. Bank's liability on acceptances executed and outstanding .............................. | RCFD 2920 392,000 |18.
19. Subordinated notes and debentures (2).................................................. | RCFD 3200 1,533,000 |19.
20. Other liabilities (from Schedule RC-G) ................................................ | RCFD 2930 6,595,000 |20.
21. Total liabilities (sum of items 13 through 20) ........................................ | RCFD 2948 114,327,000 |21.
22. Not Applicable | / / / / / / / / / / / / /|
| / / / / / / / / / / / / /|22.
EQUITY CAPITAL | / / / / / / / / / / / / /|
23. Perpetual preferred stock and related surplus ......................................... | RCFD 3838 1,500,000 |23.
24. Common stock .......................................................................... | RCFD 3230 2,002,000 |24.
25. Surplus (exclude all surplus related to preferred stock) .............................. | RCFD 3839 540,000 |25.
26. a. Undivided profits and capital reserves ........................................... | RCFD 3632 3,421,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ........... | RCFD 8434 (46,000)|26.b.
27. Cumulative foreign currency translation adjustments ................................... | RCFD 3284 (380,000)|27.
28. Total equity capital (sum of items 23 through 27) ..................................... | RCFD 3210 7,037,000 |28.
29. Total liabilities and equity capital (sum of items 21 and 28).......................... | RCFD 3300 121,364,000 |29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the
number of the statement below that best
describes the most comprehensive level of
auditing work performed for the bank by
independent external auditors as of Number
any date during 1997 ....................... | RCFD 6724 1 | M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- --------------
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
<TABLE>
<S> <C>
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
</TABLE>
FOR INFORMATION, CONTACT:
Dennis Calabrese, President
U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
THE CHASE MANHATTAN CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2624428
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
270 Park Avenue 10017
New York, New York
(Address of principal executive offices) (Zip Code)
</TABLE>
DEBT SECURITIES
<PAGE> 2
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority to
which it is subject.
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Comptroller of the Currency Washington, D. C.
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. LIST OF EXHIBITS.
Exhibit 1. Articles of Association of U.S. Bank Trust National Association,
incorporated herein by reference to Exhibit 1 of Form T-1,
Registration No. 333-51961.
Exhibit 2. Certificate of Authority to Commence Business for First Trust of
New York, National Association now known as U.S. Bank Trust National
Association, incorporated herein by reference to Exhibit 2 of Form
T-1, Registration No. 33-83774.
Exhibit 3. Authorization to exercise corporate trust powers for U.S. Bank
Trust National Association, incorporated herein by reference to
Exhibit 3 of Form T-1, Registration No. 333-51961.
Exhibit 4. By-Laws of U.S. Bank Trust National Association, incorporated
herein by reference to Exhibit 4 of Form T-1, Registration No.
333-51961.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National Association now
known as U.S. Bank Trust National Association, required by Section
321(b) of the Act, incorporated herein by reference to Exhibit 6 of
Form T-1, Registration No. 33-83774.
<PAGE> 3
Exhibit 7. Report of Condition of U.S. Bank Trust National Association, as
of the close of business on September 30, 1998, published pursuant
to law or the requirements of its supervising or examining
authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 13th day of January, 1999.
U.S. BANK TRUST
NATIONAL ASSOCIATION
By: /s/ Carmela Ehret
Carmela Ehret
Vice President
Date: January 13, 1999
<PAGE> 4
Exhibit 7
U.S. BANK TRUST NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/98
($000'S)
<TABLE>
<CAPTION>
9/30/98
---------
<S> <C>
ASSETS
Cash and Due From Depository Institutions $ 41,761
Federal Reserve Stock 3,397
Fixed Assets 539
Intangible Assets 69,693
Other Assets 6,093
---------
TOTAL ASSETS $ 121,483
LIABILITIES
Other Liabilities 8,680
---------
TOTAL LIABILITIES 8,680
EQUITY
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (9,129)
---------
TOTAL EQUITY CAPITAL 112,803
TOTAL LIABILITIES AND EQUITY CAPITAL $ 121,483
</TABLE>
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By: /s/ Carmela Ehret
Vice President
Date: January 13, 1999
