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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 11, 2000 Commission file number 1-5805
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THE CHASE MANHATTAN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-2624428
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 270-6000
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Item 5. Other Events
On April 11, 2000, The Chase Manhattan Corporation ("Chase") announced
an offer (the "Offer") to acquire Robert Fleming Holdings Limited ("Flemings")
for L 2,573 million in cash and $3,622 million in Chase common stock. The terms
of the Offer, which have been recommended by the Board of Flemings, are
summarized in the attached press release.
In announcing the transaction, senior management of Chase noted that
Chase's Offer was conditioned upon Flemings' having net income for the full
year ended March 31, 2000 of at least L 200 million. Chase management also noted
that Flemings has entered into an agreement with T. Rowe Price Associates Inc.
("TRowe") pursuant to which TRowe has agreed to purchase Flemings' interest in
Rowe Price-Fleming International, Inc. ("RPFI") for $780 million. That
transaction is scheduled to close shortly after Chase's Offer for Flemings is
consummated.
Chase management stated that, excluding the revenues and expenses
associated with RPFI, it estimated that for the full year ended March 31, 2000,
Flemings' net revenues would be approximately $1,747 million; EBITDA (earnings
before income taxes, depreciation and amortization) would be approximately $473
million and net income would be approximately $290 million, and that they
estimated Flemings' earnings for the full year ended March 31, 2000 derived
from asset management activities and investment banking activities would be
approximately $132 million and $167 million, respectively.
Chase management also stated that it believed that, after taking into
consideration anticipated revenue synergies and expense savings, the Flemings
transaction would be slightly dilutive to Chase shareholders in 2000, but
become accretive thereafter.
The above contains statements that are forward looking within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are based upon Chase management's current beliefs and expectations
and are subject to significant risks and uncertainties, and Chase's actual
results may differ materially from those set for the in the forward-looking
statements. These uncertainties include, among others, the fact that: Flemings
has not completed the audit of its financial statements for the full year ended
March 31, 2000, and accordingly, all references to year-end results are subject
to year-end adjustments; Flemings management has not historically separately
reported RPFI's results and, accordingly, current estimates of Flemings' results
excluding RPFI are subject to adjustment and revision; anticipated cost-savings
and revenue synergies from the transaction may not be fully realized or may
take longer to realize than expected; or there may be changes in general
economic, financial, monetary or other business conditions that adversely
affecting Flemings and the markets in which it operates.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By: /s/ Dina Dublon
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Dina Dublon
Chief Financial Officer
Dated: April 11, 2000
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FOR IMMEDIATE RELEASE Contacts: John M. Anderson (London)
44-171-777-4275
Investor Contact: John Borden John Meyers (New York)
212-270-7318 212-270-7454
Jim Finn (New York)
212-270-7438
Maeve Gallagher (Hong Kong)
852 2841 4583
CHASE AND FLEMINGS
ANNOUNCE OFFER
LONDON, 11 APRIL 2000 -- The Chase Manhattan Corporation (NYSE: CMB)
and Robert Fleming Holdings Limited announced today that Chase has agreed to
terms for an offer for the issued share capital of Flemings.
The offer, which is recommended by Flemings' Board of Directors, and
subject to regulatory approvals and other conditions, calls for Chase to pay
consideration in cash and stock with a current value of US$7,700 million for
Flemings. The consideration is composed of (pound)2,573 million in cash and
US$3,622 million in Chase common stock. The stock portion of the consideration
is subject to a collar which will result in Chase issuing not less than
approximately 36 million shares or more than approximately 44 million shares.
The new company will be called Chase Flemings.
In addition, Flemings has entered into an agreement with T. Rowe Price
Associates, Inc., calling for Flemings to sell to T. Rowe Price for US$780
million its 50 percent interest in an existing joint venture, through which
Flemings and T. Rowe Price managed non-U.S. investments for institutional
clients and 13 T. Rowe Price-sponsored mutual funds. The sale will be
consummated immediately after the closing of the Flemings transaction with
Chase, with the proceeds of the sale accruing to Chase.
William B. Harrison, Jr., Chairman and Chief Executive Officer of
Chase, and William Garrett, Group Chief Executive of Flemings, announced the
offer this morning in London.
"Chase is delighted to be making this offer for Flemings and I feel
very positive about the benefits this partnership will bring to both companies,"
said Mr. Harrison. "Flemings brings leadership positions in global asset
management and international equities, excellent potential for earnings growth
and a culture of partnership."
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"This transaction will benefit clients of both firms as we will be able
to deliver a wider range of quality asset management, securities and investment
banking products and services. It will also benefit our shareholders because of
the strong growth opportunities and revenue synergies that Flemings will bring.
Above all, this transaction presents Chase and Flemings with clear opportunities
in the high-growth markets of Europe and Asia, " said Mr. Harrison.
"This begins an exciting new chapter in Flemings' history," said Mr.
Garrett. "We believe that the future interests of our clients, staff and
shareholders will be best served by joining forces with Chase, one of the
largest and most successful US banks. The decision to forgo our independence was
not an easy one. The emergence of a number of powerful global houses has changed
the competitive landscape over the last few years. While we have responded
successfully to this and have just completed a record year for the Flemings
Group, we recognise that global markets require global reach. What attracted us
to Chase, beyond its leadership positions and geographic reach, was its culture
and the very complementary nature of our businesses," Mr. Garrett said.
Messrs. Harrison and Garrett pointed to a number of different areas in
which the Flemings product range would enhance Chase's businesses. Flemings'
strengths as a global asset management business complement Chase's own asset
management capabilities. Chase currently has US$232 billion of assets under
management, primarily in fixed-income, cash management and U.S. equities, while
Flemings has approximately US$100 billion under management, approximately 80
percent of which is in international equities. They also cited the strengths of
Flemings' institutional equity securities business in Asia, through Jardine
Fleming, and in Europe as another opportunity for synergy and growth.
"If you like the growth prospects for Asia and Europe, then you will
like this transaction," said Mr. Harrison.
Chase estimates that for the fiscal year ending March 31, 2000,
Flemings (excluding the impact of the Flemings/T.Rowe Price joint venture) had
earnings of approximately $290 million, of which approximately $200 million was
earned in the last six months of the period.
The transaction is expected to be completed in approximately three to
four months. Upon completion of the transaction, Mr. Garrett will head Chase
Flemings and will report to Chase Vice Chairman Neal S. Garonzik.
Chase Securities Inc. acted as financial advisor to The Chase Manhattan
Corporation.
The Chase Manhattan Corporation (WWW.CHASE.COM) is a premier global
financial services firm headquartered in New York with assets in excess of $400
billion. Chase combines the best of commercial and investment banking, offers
world-class information and transaction processing services, and has a leading
U.S. consumer franchise that serves 32 million customers. Through its newly
formed business unit, CHASE.COM, Chase is successfully creating innovative
business models for the New Economy. Chase, with offices in more than 45
countries, has a presence in all of the principal centers around the world.
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Robert Fleming Holdings Limited (www.flemings.com) is an international
asset management and investment banking group employing over 7,800 staff and
operating in over 40 countries. The Group's origins date back to 1873 when
Robert Fleming, the founder of the firm, set up the first investment trust in
the world's largest emerging market at that time, the United States of America.
Today, through Robert Fleming in Europe and the Americas, through Jardine
Fleming in Asia and Fleming Martin in Africa, Flemings serves an international
client base that includes major companies, governments, institutional investors,
central banks and private individuals.
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This document has been issued by and is the sole responsibility of The Chase
Manhattan Corporation and has been approved by Chase Manhattan plc solely for
the purposes of Section 57 of the Financial Services Act 1986. Chase Manhattan
plc is regulated in the UK by the Securities and Futures Authority Limited and
is acting for The Chase Manhattan Corporation in connection with the intended
offer and no one else and will not be responsible to anyone other than The Chase
Manhattan Corporation for providing the protections afforded to customers of
Chase Manhattan plc or for providing advice in relation to the intended offer.
