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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under The Securities Exchange Act of 1934
(Amendment No. 1 )
Everen Capital Corporation
(Name Of Issuer)
Common Stock
(Title of Class of Securities)
299761106
(Cusip Number)
(Continued on the following page(s))
Page 1 of 6 Pages
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CUSIP No. 299761106 13G Page 2 of 6 Pages
Everen Capital Corporation
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON.
The Chase Manhattan Corporation - CMC
For Everen CapitalCorporation Master Trust(the "Plan") and
Trust Administered by the The Chase Manhattan
Bank - CMB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION The Chase Manhattan
Corporation - Delaware
The Chase Manhattan Bank - New York
NUMBER 5 SOLE VOTING POWER
OF None
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY CMC - 18,165,155
EACH CMB - 18,165,155
REPORTING Plan - 18,165,155
PERSON
WITH 7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
CMC - 18,165,155
CMB - 18,165,155
Plan - 18,165,155
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CMC - 18,165,155
CMB - 18,165,155
Plan - 18,165,155
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
CMC - 52.2%
CMB - 52.2%
Plan - 52.2%
12 TYPE OF PERSON REPORTING*
CMC - HC
CMB - BK
Plan - ESOP
* SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a).Name of Issuer:
Everen Capital Corporation
Item 1(b).Address of Issuer's:
77 West Wacker
Chicago, Illinois 60601
Offices
Item 2(a). Name of Person Filing: This notice is filed by
The Chase Manhattan
Corporation (CMC) and its
wholly owned subsidiary,
The Chase Manhattan Bank
(CMB )
Item 2(b). Address of Principal Business CMC: 270 Park Avenue
Office: New York, NY 10017
CMB: 270 Park Avenue
New York, NY 10017
Item 2(c). Citizenship: CMC - Delaware
CMB - New York
Item 2(d). Title of Class of Securities: Common Shares
Item 2(e). CUSIP Number: 299761106
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EVEREN CAPITAL CORPORATION
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)].
(g) [X] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned: CMC - 18,165,155
As of December 31, 1998 CMB - 18,165,155
Plan - 18,165,155
(b) Percent of Class: CMC - 52.2 %
CMB - 52.2 %
Plan - 52.2 %
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
The Plan and Trust created pursuant thereto share the
power to dispose or direct the disposition of
18,165,155 shares of Common Stock.
Chase and CMC share the power to dispose or direct the
disposition of 0 shares of Common Stock.
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EVEREN CAPITAL CORPORATION
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
The Plan and Trust created pursuant thereto share the power to dispose or direct
the disposition of 18,165,155 shares of Common Stock.
Chase and CMC share the power to dispose or direct the disposition of 0 shares
of Common Stock.
The 18,165,155 shares of Common Stock are held in the Trust created pursuant to
the Everen Capital Corporation 401(k) and Employee Stock Ownership Trust
Agreement and dated April 1, 1997, and as subsequently ammended between Chase as
the Master Trustee (the Master Trustee) and Everen Corporation, for the benefit
of Participants in the Plan (Trust).
Except as set forth below, the Master Trustee is obligated, under the terms of
the Trust and the terms of the Plan, to vote, tender or exchange and Common
Stock beneficially owned by the Trust as directed by Participants in the
Plan(the Participants).
For this purpose, each Participant acts in the capacity of a named Fiduciary
with respect to all shares of Common Stock as to which such Participant has the
rights of direction with respect to voting, exchange and any other rights
appurtenant to such stock.
Under the terms of the Trust, The Master Trustee will vote shares of Common
Stock allocated to the accounts of Participants in accordance with the
instructions given by such Participants. Unallocatted shares of Common Stock,
together with any allocated shares for which no instructions are received, are
voted by the Master Trustee in the same proportion as the shares of Common Stock
for which instructions are received.
The administrators of the Plan may cause the Master Trustee to dispose of shares
of Common Stock under certain limited circumstances
The actions of the Master Trustee under the terms of the Trust, including but
not limited to the provisions described above, are subject to the requirements
of ERISA.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Item 7. Identification and Classification of the Subsidiary Which Holds the
Security Being Reported on by the Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of
both CMC and its subsidiary, CMB. In lieu of attaching an exhibit
hereto, the identity of CMB is as set forth on the cover page hereof.
CMB is classified as a Bank,
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as such term is defined in Section (3) (a) (6) of the Securities
Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of this Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
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EVEREN CAPITAL CORPORATION
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and did not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
Signature: After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: Februray 16, 1999
The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION
/S/ Stuart A. Ruggles /S/ Anthony J. Horan
- ---------------------------- -------------------------------
Stuart A. Ruggles Anthony J. Horan
Trust Compliance Officer Corporate Secretary
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