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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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HAMBRECHT & QUIST GROUP
(NAME OF SUBJECT COMPANY)
BRIDGE ACQUISITION CORPORATION
THE CHASE MANHATTAN CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
406545103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILLIAM H. MCDAVID, ESQ.
GENERAL COUNSEL
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 270-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
LEE MEYERSON, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1"), relating to the offer by
Bridge Acquisition Corporation, a Delaware corporation ("Purchaser"), to
purchase all of the outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of Hambrecht & Quist Group, a Delaware corporation (the
"Company"), at a purchase price of $50 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated October 4, 1999 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with the Offer to Purchase,
as amended from time to time, constitute the "Offer"). Purchaser is a subsidiary
of The Chase Manhattan Corporation, a Delaware corporation ("Parent").
Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On November 19, 1999, The Chase Manhattan Corporation issued a press
release announcing that it has extended the period during which the Offer
will remain open to 12:00 midnight, EST, on Monday, November 29, 1999.
Accordingly, the Expiration Date shall be 12:00 midnight on Monday,
November 29, 1999 unless the Offer is further extended. The full text of
the press release is set forth in Exhibit (a)(10) and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 2 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press release issued by The Chase Manhattan Corporation on
November 19, 1999.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we hereby
certify that the information set forth in this Statement is true, complete and
correct.
THE CHASE MANHATTAN CORPORATION
By: /s/ WILLIAM H. MCDAVID
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Name: William H. McDavid
Title: General Counsel
BRIDGE ACQUISITION CORPORATION
By: /s/ WILLIAM H. MCDAVID
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Name: William H. McDavid
Title: Vice President and Secretary
Date: November 19, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C> <C>
(a)(10) Press release issued by The Chase Manhattan Corporation on
November 19, 1999.
</TABLE>
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Exhibit (a)(10)
CHASE EXTENDS TENDER OFFER FOR HAMBRECHT & QUIST
GROUP COMMON STOCK
NEW YORK, November 19, 1999--The Chase Manhattan Corporation (NYSE:CMB) today
announced that Bridge Acquisition Corporation, its wholly-owned subsidiary, has
extended the period during which its tender offer for shares of Hambrecht &
Quist Group (NYSE:HQ) common stock will remain open to 12:00 midnight, EST, on
Monday, November 29, 1999.
At 4:00 p.m., EST, on November 19, 1999, approximately 19.6 million shares of
Hambrecht & Quist Group common stock, representing approximately 65.6% of the
total outstanding on a fully-diluted basis, had been validly tendered in
connection with the tender offer.
The Chase Manhattan Corporation, with more than $357 billion in assets, is one
of the world's premier financial services institutions, with operations in 48
countries around the globe. Chase has top-tier ranking in all areas of
investment banking, private banking, trading, and global markets activities as
well as information and transaction processing. Chase is a leading provider of
financial solutions to large corporations, government entities, middle market,
small businesses, and individuals, and has relationships with more than 32
million consumers across the United States. Chase can be reached on the Web at
www.chase.com.
CONTACT: The Chase Manhattan Corporation
INVESTOR CONTACT:
John Borden
(212) 270-7318
OR MEDIA CONTACT:
James Finn
(212) 270-7438
John Meyers
(212) 270-7454
