As filed with the Securities and Exchange Commission on December 28, 2000
Registration No. 333-
===============================================================================
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 its charter)
Delaware 13-2624428
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
-----------------------
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017-2070
(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, New York 10017-2070
(212) 270-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copies to:
Neila B. Radin, Esq. Deanna L. Kirkpatrick
Senior Vice President and Davis Polk & Wardwell
Associate General Counsel 450 Lexington Avenue
The Chase Manhattan Corporation New York, New York 10017
270 Park Avenue (212) 450-4000
New York, New York 10017-2070
(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 as determined
by market conditions.
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Maximum
Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Registered Amount to be Registered Offering Price Offering Price (1) Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities...........................
Warrants(5)............................... $1,000,000,000(2)(3)(4) 100% $1,000,000,000 $250,000
Units(6)..................................
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
(2) In U.S. dollars or equivalent thereof in foreign denominated coin or
currency or currency units or, if any securities are issued at original
issue discount, such greater amount as shall result in an aggregate
initial offering price of $1,000,000,000.
(3) Such indeterminable number or amount of debt securities, warrants and
units as may from time to time be issued at indeterminable prices. This
Registration Statement also includes such indeterminable amount of debt
securities as may be issued from time to time upon exercise of warrants
being registered hereunder.
(4) This Registration Statement also relates to offers and sales of debt
securities, warrants and units in connection with market-making
transactions by and through affiliates of the registrant, including Chase
Securities Inc. and J.P. Morgan Securities Inc.
(5) Warrants may be issued together with any debt securities. Warrants may
entitle the holder (A) to purchase debt securities registered hereby, (B)
to receive cash determined by reference to an index or indices, (C) to
receive cash determined by reference to currencies, (D) to receive cash
determined by reference to interest rates, or (E) (i) to purchase or sell
securities of an entity other than the Registrant, a basket of such
securities or commodities, or (ii) to receive cash determined by reference
to any other financial, economic or other measure or instrument including
the occurrence or non-occurrence of any other event or circumstance, or
any combination of the above.
(6) Units may consist of one or more warrants and debt securities, or any
combination thereof.
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 of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
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
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, dated December 27, 2000
Prospectus
The Chase Manhattan Corporation
$1,000,000,000
Debt Securities
Warrants
Units
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
These securities are not deposits or other obligations of a bank and are not
insured by the Federal Deposit Insurance Corporation or any other federal
agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
, 2000
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may, from time to time, sell any combination of
the securities described in the prospectus in one or more offerings up to a
total dollar amount of $1,000,000,000 or the equivalent of this amount in
foreign currencies or foreign currency units.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of the
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information" beginning on page 2 of this
prospectus.
Following the initial distribution of an offering of securities, Chase
Securities Inc. and other affiliates of ours may offer and sell those
securities in the course of their businesses as broker-dealers. Chase
Securities Inc., J.P. Morgan Securities Inc. and other affiliates of ours may
act as a principal or agent in these transactions. This prospectus and the
applicable prospectus supplement will also be used in connection with those
transactions. Sales in any of those transactions will be made at varying prices
related to prevailing market prices and other circumstances at the time of
sale.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus or the accompanying prospectus supplement, and, if given or made,
such information or representations must not be relied upon as having been
authorized. This prospectus and the accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in the accompanying prospectus
supplement or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus or the accompanying
prospectus supplement, nor any sale made hereunder and thereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of The Chase Manhattan Corporation since the date hereof or that the
information contained or incorporated by reference herein or therein is correct
as of any time subsequent to the date of such information.
TABLE OF CONTENTS Page
----
Where You Can Find More Information..........................................2
The Chase Manhattan Corporation..............................................3
Consolidated Ratios of Earnings to Fixed Charges.............................5
Use of Proceeds..............................................................6
Description of Debt Securities...............................................7
Description of Warrants.....................................................14
Description of Units........................................................19
Forms of Securities.........................................................21
Plan of Distribution........................................................25
Experts.....................................................................28
Legal Opinions..............................................................28
ERISA Matters for Pension Plans and Insurance Companies.....................28
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You may read and copy these documents at the
Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at Northeast Regional Office, Seven World Trade Center, Suite 1300, New York,
New York 10048 and Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of this material can also
be obtained from the Public Reference Room of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Please call the Commission at 1-800-SEC-0330 for further information about the
Public Reference Room. The Commission also maintains an Internet website that
contains reports, proxy and information statements and other materials that are
filed through the Commission's Electronic Data Gathering, Analysis and
Retrieval (EDGAR) System. This website can be accessed at http://www.sec.gov.
You can find information we have filed with the Commission by reference to file
number 1-5805. In addition, you may inspect our reports, proxy statements and
other information at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
This prospectus is part of a registration statement we filed with the
Commission. This prospectus omits some information contained in the
registration statement in accordance with Commission rules and regulations. You
should review the information and exhibits in the registration statement for
further information on us and our consolidated subsidiaries and the securities
we are offering. Statements in this prospectus concerning any document we filed
as an exhibit to the registration statement or that we otherwise filed with the
Commission are not intended to be comprehensive and are qualified by reference
to these filings. You should review the complete document to evaluate these
statements.
The Commission allows us to incorporate by reference much of the
information we file with them, which means that we can disclose important
information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus is considered
to be part of this prospectus. Because we are incorporating by reference future
filings with the Commission, this prospectus is continually updated and those
future filings may modify or supersede some of the information included or
incorporated in this prospectus. This means that you must look at all of the
Commission filings that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously incorporated by
reference have been modified or superseded. This prospectus incorporates by
reference the documents listed below and any future filings we make with the
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we complete our offering of the securities to be issued under
the registration statement or, if later, the date on which any of our
affiliates cease offering and selling these securities:
(a) our Annual Report on Form 10-K for the year ended December 31, 1999,
as amended by our Form 10K/A filed on June 28, 2000;
(b) our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000, and
(c) our Reports on Form 8-K filed on January 21, 2000, February 9, 2000,
March 22, 2000, April 11, 2000, April 19, 2000, May 22, 2000, June
12, 2000, June 20, 2000, July 20, 2000, August 3, 2000, September 18,
2000, October 19, 2000, November 1, 2000, November 28, 2000, November
29, 2000, December 1, 2000, December 14, 2000 and December 26, 2000.
You may request, at no cost to you, a copy of these documents (other than
exhibits to such documents) by writing or telephoning us at: Office of the
Secretary, The Chase Manhattan Corporation, 270 Park Avenue, New York, New York
10017-2070 (Telephone: (212) 270-4040).
2
<PAGE>
THE CHASE MANHATTAN CORPORATION
General
The Chase Manhattan Corporation is a financial holding company
incorporated under Delaware law in 1968. As of September 30, 2000, on a pro
forma basis after giving effect to the merger referred to below, we were the
second largest banking institution in the United States, with $707 billion in
assets and $40 billion in stockholders' equity.
On December 31, 2000, J.P. Morgan & Co. Incorporated will merge with The
Chase Manhattan Corporation. Upon completion of the merger, we will change our
name to "J.P.Morgan Chase & Co." The merger will be accounted for as a pooling
of interests. As a result, financial information prepared following completion
of the merger and incorporated by reference in this prospectus will present the
combined results of The Chase Manhattan Corporation and J.P. Morgan & Co. as if
the merger had been in effect for all periods presented.
Following the merger we will be a global financial services firm with
operations in over 60 countries. Our principal bank subsidiaries will be:
o The Chase Manhattan Bank and Morgan Guaranty Trust Company, each
of which is a New York banking corporation headquartered in New
York City, and
o Chase Manhattan Bank USA, National Association, headquartered in
Delaware.
Our principal non-bank subsidiaries will be our investment bank subsidiaries,
Chase Securities Inc. and J.P. Morgan Securities Inc. We expect The Chase
Manhattan Bank to merge with Morgan Guaranty Trust Company and Chase Securities
to merge with J.P. Morgan Securities in mid-2001.
Our activities will be internally organized, for management reporting
purposes, into five major businesses:
o Investment Bank;
o Wealth Management;
o Treasury & Securities Services;
o J.P. Morgan Partners; and
o Consumer Services.
We have presented a brief description of those businesses below.
Investment Bank
Among the products and services provided by us through the Investment Bank
are our securities underwriting and financial advisory, trading, mergers and
acquisitions advisory, and corporate lending and syndication businesses.
Wealth Management
Wealth Management includes our asset management businesses, including our
mutual funds; our institutional money management and cash management
businesses; and our private bank, which provides wealth management solutions
for a global client base of high net worth individuals and families.
Treasury & Securities Services
Treasury & Securities Services is a recognized leader in information and
transaction processing services, moving trillions of dollars daily in
securities and cash for its wholesale clients. Treasury & Securities Services
also includes our custody, cash management, trust and other fiduciary services
businesses.
3
<PAGE>
J.P. Morgan Partners
J.P. Morgan Partners is one of the world's largest and most diversified
private equity investment firms, with total funds under management in excess of
$20 billion.
Consumer Services
Consumer Services serves over 30 million consumer, small business and
middle-market customers nationwide. Consumer Services offers a wide variety of
financial products and services, including consumer banking, credit cards,
mortgage services and consumer finance services, through a diverse array of
distribution channels, including the internet and branch and ATM networks.
Our principal executive offices are at 270 Park Avenue, New York, New York
10017-2070 and our telephone number is (212) 270-6000.
4
<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Nine
Months
Ended Year ended December 31,
September ----------------------------
30, 2000 1999 1998 1997 1996 1995
--------- ---- ---- ---- ---- ----
Excluding Interest on Deposits........ 2.01 2.64 1.84 1.82 1.66 1.90
Including Interest on Deposits........ 1.45 1.71 1.43 1.43 1.32 1.41
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.
5
<PAGE>
USE OF PROCEEDS
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, in connection with hedging our obligations under
the securities, or for any other purpose described in the applicable prospectus
supplement. General corporate purposes may include additions to working
capital, repayment of debt, investments in or extensions of credit to our
subsidiaries, or redemptions or repurchases of our stock. We may temporarily
invest the net proceeds or use them to repay short-term debt until they are
used for their stated purpose.
6
<PAGE>
DESCRIPTION OF DEBT SECURITIES
General
The following description of the terms of the debt securities contains
certain general terms that may apply to the debt securities. The specific terms
of any debt securities will be described in the prospectus supplement relating
to those debt securities.
The debt securities will be issued under an Indenture, between The Chase
Manhattan Corporation and Bankers Trust Company, as Trustee.
We have summarized below the material provisions of the Indenture and the
debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the Indenture, which describes completely the
terms and definitions summarized below and contains additional information
regarding the debt securities. Where appropriate, we use parentheses to refer
you to the particular sections of the Indenture. Any reference to particular
sections or defined terms of the Indenture in any statement under this heading
qualifies the entire statement and incorporates by reference the applicable
section or definition into that statement.
The debt securities will be our direct, unsecured general obligations. The
debt securities will have the same rank in liquidation as all of our other
unsecured and unsubordinated debt.
The Indenture does not limit the amount of debt securities that we may
issue. The Indenture provides that debt securities may be issued up to the
principal amount authorized by us from time to time. (Section 2.03 of the
Indenture)
We are a holding company and conduct substantially all of our operations
through subsidiaries. As a result, claims of holders of the debt securities
will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that we may be recognized as a creditor of
those subsidiaries. In addition, our right to participate as a shareholder in
any distribution of assets of any subsidiary (and thus the ability of holders
of the debt securities to benefit as creditors of the Company from such
distribution) is junior to creditors of that subsidiary. Claims of creditors of
our subsidiaries include:
o substantial amounts of long-term debt;
o deposit liabilities;
o federal funds purchased;
o securities sold under repurchase agreements; and
o short-term borrowings.
In addition, various statutes and regulations restrict some of our
subsidiaries from paying dividends or making loans or advances to us. These
restrictions could prevent those subsidiaries from paying the cash to us that
we need in order to pay you. These restrictions include:
o the net capital requirements under the Securities Exchange Act of
1934, as amended, and the rules of some exchanges and other
regulatory bodies, which apply to Chase Securities Inc., J.P. Morgan
Securities Inc. and other broker-dealer affiliates, and
o banking regulations, which apply to The Chase Manhattan Bank and
Chase Manhattan Bank USA.
7
<PAGE>
We may issue debt securities from time to time in one or more series.
(Section 2.03 of the Indenture) The debt securities may be denominated and
payable in U.S. dollars or foreign currencies. (Section 2.03 of the Indenture)
We may also issue debt securities, from time to time, with the principal
amount, interest or other amounts payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices, indices or any other financial,
economic or other measure or instrument, including the occurrence or
non-occurrence of any event or circumstance. All references in this prospectus,
or any prospectus supplement to other amounts will include premium, if any,
other cash amounts payable under the Indenture, and the delivery of securities
or baskets of securities under the terms of the debt securities.
Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate.
The prospectus supplement relating to the particular series of debt
securities being offered will specify the particular terms of, and other
information relating to, those debt securities. These terms may include:
o the specific designation;
o any limit on the aggregate principal amount and authorized
denominations of the debt securities;
o the purchase price of the debt securities (expressed as a percentage
of the principal amount thereof);
o the date or dates on which the principal of the debt securities will
be payable;
o the interest rate or rates (including any interest rates applicable
to overdue payments) on the debt securities, if any, or the method by
which the calculation agent will determine those rates;
o if other than U.S. dollars, the currency or currencies (including
composite currencies or currency units) in which the debt securities
may be purchased and in which payments on the debt securities will be
made (which currencies may be different for payments of principal,
premium, if any, and/or interest, if any);
o the dates on which any interest or other amounts will be payable, if
any;
o any repayment, redemption, prepayment or sinking fund provisions,
including any redemption notice provisions;
o information as to the methods for determining the amount of
principal, interest or other amounts payable on any date and/or any
currencies, currency units, composite currencies, commodity prices,
securities, baskets of securities, indices, baskets of indices,
interest rates, swap rates, baskets of swap rates or other factors,
to which the amount payable with respect to the principal, interest
or other amounts, if any, of the debt securities on that date will be
linked;
o any conversion or exchange provision relating to the conversion or
exchange of the debt securities into or for securities of another
entity.
o the terms on which holders of the debt securities may convert or
exchange these securities into or for stock or other securities
issued by another entity, any specific terms relating to the
adjustment of the conversion or exchange feature and the period
during which the holders may make the conversion or exchange;
o whether we will issue the debt securities in registered form or
bearer form or both and, if we are offering debt securities in bearer
form, any restrictions applicable to the exchange of one form for
another and to the offer, sale and delivery of those debt securities
in bearer form;
o the place or places for payment of the principal amount, interest or
other amounts on the debt securities or delivery of any securities or
basket of securities, as the case may be;
8
<PAGE>
o whether we will issue the debt securities in definitive form and
under what terms and conditions;
o any agents for the debt securities, including trustees, depositaries,
authenticating or paying agents, transfer agents or registrars;
o any applicable United States federal income tax consequences,
including, but not limited to:
o whether and under what circumstances we will pay additional
amounts on debt securities held by a person who is not a U.S.
person for any tax, assessment or governmental charge withheld
or deducted and, if so, whether we will have the option to
redeem those debt securities in order to avoid the obligation to
pay future additional amounts; and
o tax considerations applicable to any debt securities denominated
and payable in foreign currencies; and
o any other specific terms of the debt securities, including any
additional events of default or covenants, and any terms required by
or advisable under applicable laws or regulations.
Some of the debt securities may be issued as original issue discount debt
securities (the "Original Issue Discount Securities"). Original Issue Discount
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 relating to an issue of Original Issue Discount Securities will
contain information relating to United States federal income tax, accounting,
and other special considerations applicable to Original Issue Discount
Securities.
Holders may present debt securities for exchange or transfer, in the
manner, at the places and subject to the restrictions stated in the debt
securities and described in the applicable prospectus supplement. We will
provide these services without charge except for any tax or other governmental
charge payable in connection with these services and subject to any limitations
provided in the Indenture. (Section 2.08 of the Indenture)
Holders may transfer debt securities in bearer form and the related
coupons, if any, by delivery to the transferee. If any of the securities are
held in global form, the procedures for transfer of interests in those
securities will depend upon the procedures of the depositary for those global
securities. See "Forms of Securities."
We will generally have no obligation to repurchase, redeem, or change the
terms of debt securities upon any event (including a change in control) that
might have an adverse effect on our credit quality.
Events of Default, Waiver, Debt Securities in Foreign Currencies
An "Event of Default" with respect to a series of debt securities is
defined in the Indenture as:
o default for 30 days in the payment of interest on any debt securities
of that series;
o default in payment of principal or other amounts payable on any debt
securities of that series when due, at maturity, upon redemption, by
declaration, or otherwise;
o failure by the Company for 90 days after notice to perform any other
covenants or warranties contained in the Indenture applicable to that
series;
o certain events of bankruptcy or reorganization of the Company; and
o any other event of default provided in the applicable supplemental
indentures or form of security. (Section 5.01 of the Indenture)
9
<PAGE>
If a default in the payment of principal, interest or other amounts
payable on the debt securities, or in the performance of any covenant or
agreement, or in a manner provided in the applicable supplemental indenture or
form of security, with respect to one or more series of debt securities occurs
and is continuing, either the Trustee or the holders of at least 25% in
principal amount of the debt securities of such series then outstanding,
treated as one class, may declare the principal of all outstanding debt
securities of such series and any interest accrued thereon, to be due and
payable immediately. In the case of Original Issue Discount Securities, only a
specified portion of the principal amount may be accelerated. If a default in
the performance of any covenant or agreement with respect to all series of debt
securities, or due to specified events of bankruptcy or insolvency of the
Company, occurs and is continuing, either the Trustee or the holders of at
least 25% in principal amount of all debt securities then outstanding, voting
as a single class, may declare the principal of all outstanding debt securities
and any interest accrued thereon, to be due and payable immediately. In the
case of Original Issue Discount Securities, only a specified portion of the
principal amount may be accelerated. Subject to certain conditions such
declarations may be annulled and past defaults, except for uncured payment
defaults on the debt securities, may be waived by the holders of a majority in
principal amount of the outstanding debt securities of the series affected.
(Sections 5.01 and 5.10 of the Indenture)
An Event of Default with respect to one series of debt securities does not
necessarily constitute an Event of Default with respect to any other series of
debt securities. The Indenture provides that the Trustee may withhold notice to
the holders of the debt securities of any default if the Trustee considers it
in the interest of the holders of the debt securities to do so. The Trustee may
not withhold notice of a default in the payment of principal of, interest on or
any other amounts due under, such debt securities. (Section 5.11 of the
Indenture)
The Indenture provides that the holders of a majority in principal amount
of outstanding debt 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. The Trustee may
decline to act if the direction is contrary to law and in certain other
circumstances set forth in the Indenture. (Section 5.09 of the Indenture) The
Trustee is not obligated to exercise any of its rights or powers under the
Indenture at the request or direction of the holders of debt securities unless
the holders offer the Trustee reasonable indemnity against expenses and
liabilities. (Section 6.02(d) of the Indenture)
No holder of any Debt Security of any series has the right to institute
any action for remedy unless such holder has previously given to the Trustee
written notice of default and the Trustee has failed to take action for 60 days
after the holders of not less than 25% in principal amount of the debt
securities of such series make written request upon the Trustee to institute
such action. (Section 5.06 of the Indenture)
The Indenture requires us to file annually with the Trustee a written
statement of no default, or specifying any default that exists. (Section 3.05
of the Indenture)
Whenever the Indenture provides for an action by, or the determination of
any of the rights of, or any distribution to, holders of debt securities, in
the absence of any provision to the contrary in the form of Debt Security, any
amount in respect of any debt security denominated in a currency or currency
unit other than U.S. dollars may be treated for any such action or distribution
as the amount of U.S. dollars that could reasonably be exchanged for such
non-U.S. dollar amount. This amount will be calculated as of a date that we
specify to the Trustee or, if we fail to specify a date, on a date that the
Trustee may determine. (Section 11.11 of the Indenture)
Discharge, Defeasance and Covenant Defeasance
Discharge of Indenture. The Indenture will cease to be of further effect
with respect to debt securities of any series, except as to rights of
registration of transfer and exchange, substitution of mutilated or defaced
debt securities, rights of holders to receive principal, interest or other
amounts payable under the debt securities, rights and immunities of the Trustee
and rights of holders with respect to property deposited pursuant to the
following provisions, if at any time:
10
<PAGE>
o the Company has paid the principal, interest or other amounts payable
under the debt securities of such series;
o the Company has delivered to the Trustee for cancellation all debt
securities of such series; or
o the debt securities of such series not delivered to the Trustee for
cancellation have become due and payable, or will become due and
payable within one year, or are to be called for redemption within
one year under arrangements satisfactory to the Trustee, and the
Company has irrevocably deposited with the Trustee as trust funds the
entire amount in cash or U.S. government obligations sufficient to
pay all amounts due with respect to such debt securities on or after
the date of such deposit, including at maturity or upon redemption of
all such debt securities, including principal, interest and other
amounts. (Section 10.01 of the Indenture)
The Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, will execute proper instruments acknowledging such satisfaction of and
discharging the Indenture with respect to such series.
Defeasance of a Series of Securities at Any Time. We may also discharge
all of our obligations, other than as to transfers and exchanges, under any
series of debt securities at any time, which we refer to as "defeasance".
We may be released with respect to any outstanding series of debt
securities from the obligations imposed by Article 9, which contains the
covenant described below limiting consolidations, mergers and asset sales, and
elect not to comply with that provision without creating an event of default.
Discharge under these procedures is called "covenant defeasance".
Defeasance or covenant defeasance may be effected only if, among other
things:
o we irrevocably deposit with the Trustee cash or, in the case of debt
securities payable only in U.S. dollars, U.S. government obligations,
as trust funds in an amount certified to be sufficient to pay on each
date that they become due and payable, the principal of , interest
on, other amounts due under, and any mandatory sinking fund payments
for, all outstanding debt securities of the series being defeased;
o we deliver to the Trustee an opinion of counsel to the effect that:
o the holders of the series of debt securities being defeased will
not recognize income, gain or loss for United States federal
income tax purposes as a result of the defeasance or covenant
defeasance; and
o the defeasance or covenant defeasance will not otherwise alter
those holders' United States federal income tax treatment of
principal or interest payments on the series of debt securities
being defeased or other amounts due under the Securities;
in the case of a defeasance, this opinion must be based on a ruling
of the Internal Revenue Service or a change in United States federal
income tax law occurring after the date of this prospectus, since
that result would not occur under current tax law; and
o such defeasance or covenant defeasance will not result in a breach or
violation of, or constitute a default under, the Indenture or any
other agreement or instrument to which the Company is a party or by
which it is bound. (Section 10.01 of the Indenture)
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Modification of the Indenture; Waiver of Compliance
The Indenture contains provisions permitting us and the Trustee to modify
the Indenture or the rights of the holders of debt securities with the consent
of the holders of not less than a majority in principal amount of each
outstanding series of debt securities affected by the modification. Each holder
of an affected Debt Security must consent to a modification that would:
o change the stated maturity date of the principal of, or of any
installment of principal of or interest on, any debt security;
o reduce the principal amount of, interest on, or any other amounts due
under any debt security;
o change the currency or currency unit of payment of any debt security;
o change the method in which amounts of payments of principal, interest
or other amounts are determined on any debt security;
o reduce the portion of the principal amount of an Original Issue
Discount Security payable upon acceleration of the maturity thereof;
o reduce any amount payable upon redemption of any Debt Security;
o impair the right of a holder to institute suit for the payment of or,
if the debt securities provide, any right of repayment at the option
of the holder of a Debt Security; or
o reduce the percentage of debt securities of any series, the consent
of the holders of which is required for any modification. (Section
8.02 of the Indenture)
The Indenture also permits us and the Trustee to amend the Indenture in
certain circumstances without the consent of the holders of debt securities to
evidence our merger, the replacement of the Trustee, to effect changes which do
not affect any outstanding series of Debt Security, and for certain other
purposes. (Section 8.01 of the Indenture)
Consolidations, Mergers and Sales 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
either:
o we are the continuing corporation or the successor corporation is a
United States corporation which expressly assumes the payment of the
principal of, any interest on, or any other amounts due under the
debt securities and the performance and observance of all the
covenants and conditions of the Indenture binding upon us, and
o we or the successor corporation shall not, immediately after the
merger or consolidation, sale or conveyance, be in default in the
performance of any covenant or condition. (Article 9 of the
Indenture)
There are no covenants or other provisions in the Indenture that would
afford holders of debt securities additional protection in the event of a
recapitalization transaction, a change of control of The Chase Manhattan
Corporation or a highly leveraged transaction. The merger covenant described
above would only apply if the recapitalization transaction, change of control
or highly leveraged transaction were structured to include a merger or
consolidation of The Chase Manhattan Corporation or a sale or conveyance of all
or substantially all of our assets. However, we may provide specific
protections, such as a put right or increased interest, for particular debt
securities, which we would describe in the applicable prospectus supplement.
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Concerning the Trustee, Paying Agent, Registrar and Transfer Agent
Our subsidiaries and we have normal banking relationships with the
Trustee, Bankers Trust Company. Bankers Trust Company will also be the paying
agent, registrar and transfer agent for the debt securities.
Governing Law and Judgments
The debt securities will be governed by and interpreted under the laws of
the State of New York. (Section 11.8 of the Indenture) In an action involving
debt securities denominated in a currency other than U.S. dollars, it is likely
that any judgment granted by a U.S. court would be made only in U.S. dollars.
However, a New York court should enter a judgment in the denominated currency.
Such judgment should then be converted into U.S. dollars at the rate of
exchange prevailing on the date of entry of the judgment.
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DESCRIPTION OF WARRANTS
Offered Warrants
We may issue warrants that are debt warrants, index warrants, currency
warrants, interest rate warrants or universal warrants. We may offer warrants
separately or together with one or more additional warrants, or debt securities
or any combination of those securities in the form of units, as described in
the applicable prospectus supplement. If we issue warrants as part of a unit,
the accompanying prospectus supplement will specify whether those warrants may
be separated from the other securities in the unit prior to the warrants'
expiration date. Universal warrants issued in the United States may not be so
separated prior to the 91st day after the issuance of the unit, unless
otherwise specified in the applicable prospectus supplement.
Debt Warrants. We may issue, together with debt securities or separately,
warrants for the purchase of debt securities on terms to be determined at the
time of sale. We refer to this type of warrant as a "debt warrant".
Index Warrants. We may issue warrants entitling the holders thereof to
receive from us, upon exercise, an amount in cash determined by reference to
decreases or increases in the level of a specific index or in the levels (or
relative levels) of two or more indices or combinations of indices, which index
or indices may be based on one or more stocks, bonds or other securities, one
or more interest rates, one or more currencies or currency units, or any
combination of the foregoing. We refer to this type of warrant as an "index
warrant".
Currency Warrants. We may also issue warrants entitling the holders
thereof to receive from us, upon exercise, an amount in cash determined by
reference to the right to purchase or the right to sell a specified amount or
specified amounts of one or more currencies or currency units or any
combination of the foregoing for a specified amount or specified amounts of one
or more different currencies or currency units or any combination of the
foregoing. We refer to this type of warrant as a "currency warrant".
Interest Rate Warrants. We may issue warrants entitling the holders
thereof to receive from us, upon exercise, an amount in cash determined by
reference to decreases or increases in the yield or closing price of one or
more specified debt instruments or in the interest rates, interest rate swap
rates, or other rates established from time to time by one or more specified
financial institutions, or any combination of the foregoing. We refer to this
type of warrant as an "interest rate warrant".
Universal Warrants. We may also issue warrants:
o to purchase or sell securities issued by another entity, securities
based on the performance of such entity, securities based on the
performance of such entity but excluding the performance of a
particular subsidiary or subsidiaries of such entity, a basket of
securities, any other financial, economic or other measure or
instrument, including the occurrence or non-occurrence of any event
or circumstance, or any combination of the above;
o to purchase or sell commodities; or
o in such other form as shall be specified in the applicable prospectus
supplement.
We refer to the property in the above clauses as "warrant property." We
refer to this type of warrant as a "universal warrant." We may satisfy our
obligations, if any, with respect to any universal warrants by delivering the
warrant property or, in the case of warrants to purchase or sell securities or
commodities, the cash value of the securities or commodities, as described in
the applicable prospectus supplement.
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Further Information in Prospectus Supplement
General Terms of Warrants. The applicable prospectus supplement will
contain, where applicable, the following terms of and other information
relating to the warrants:
o the specific designation and aggregate number of, and the price at
which we will issue, the warrants;
o the currency with which the warrants may be purchased;
o the date on which the right to exercise the warrants will begin and
the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the
specific date or dates on which you may exercise the warrants;
o whether the warrants will be issued in fully registered form or
bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included in
a unit will correspond to the form of the unit and of any Debt
Security included in that unit;
o any applicable United States federal income tax consequences;
o the identity of the warrant agent for the warrants and of any other
depositaries, execution or paying agents, transfer agents,
registrars, determination, or other agents;
o the proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities exchange;
o whether the warrants are to be sold separately or with other
securities as part of units; and
o any other terms of the warrants.
Additional Terms of Debt Warrants. The prospectus supplement will contain,
where applicable, the following terms of and other terms and information
relating to any debt warrants:
o the designation, aggregate principal amount, currency and terms of
the debt securities that may be purchased upon exercise of the debt
warrants;
o if applicable, the designation and terms of the debt securities with
which the debt warrants are issued and the number of the debt
warrants issued with each of the debt securities;
o if applicable, the date on and after which the debt warrants and the
related debt securities will be separately transferable; and
o the principal amount of debt securities purchasable upon exercise of
each debt warrant, the price at which and the currency in which the
debt securities may be purchased and the method of exercise.
Additional Terms of Index, Currency and Interest Rate Warrants. The
applicable prospectus supplement will contain, where applicable, the following
terms of and other terms and information relating to any index, currency and
interest rate warrants:
o the exercise price, if any;
o the currency or currency unit in which the exercise price, if any,
and the cash settlement value of such warrants is payable;
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o the index or indices for any index warrants, which index or indices
may be based on one or more U.S. or foreign stocks, bonds, or other
securities, one or more U.S. or foreign interest rates, one or more
currencies or currency units, or any combination of the foregoing,
and may be a preexisting U.S. or foreign index or an index based on
one or more securities, interest rates or currencies selected by us
solely in connection with the issuance of such index warrants, and
certain information regarding such index or indices and the
underlying securities, interest rates or currencies (including, to
the extent possible, the policies of the publisher of the index with
respect to additions, deletions and substitutions of such securities,
interest rates or currencies);
o for index warrants, the method of providing for a substitute index or
indices or otherwise determining the amount payable in connection
with the exercise of such index warrants if the index changes or
ceases to be made available by the publisher of the index;
o for index warrants, any provisions permitting a holder to condition
any exercise notice on the absence of certain specified changes in
the Spot Value or the Base Value or Spot Amount (as defined in the
applicable prospectus supplement) after the exercise date;
o the base currency and the reference currency for any currency
warrants;
o the debt instrument (which may be one or more debt instruments issued
either by the United States government or by a foreign government),
the rate (which may be one or more interest rates or interest rate
swap rates established from time to time by one or more specified
financial institutions) or the other yield or price utilized for any
interest rate warrants, and certain information regarding such debt
instrument, rate, yield or price;
o the strike amount, the method of determining the spot amount and the
method of expressing movements in the yield or closing price of the
debt instrument or in the level of the rate as a cash amount in the
currency in which the interest rate cash settlement value of any
interest rate warrants is payable;
o whether such warrants shall be put warrants, call warrants or
otherwise;
o the formula for determining the cash settlement value of each
warrant;
o the circumstances, if any, under which a minimum and/or maximum
expiration value is applicable upon the expiration of such warrants;
o the effect or effects, if any, of the occurrence of an Exercise
Limitation Event or Extraordinary Event (as defined in the applicable
prospectus supplement) and the circumstances that constitute such
events;
o any minimum number of warrants which must be exercised at any one
time, other than upon automatic exercise;
o the maximum number, if any, of such warrants that may, subject to our
election, be exercised by all holders on any day;
o any provisions for the automatic exercise of such warrants other than
at expiration;
o whether and under what circumstances such warrants may be canceled by
us prior to the expiration date; and
o any other procedures and conditions relating to the exercise of such
warrants.
Additional Terms of Universal Warrants. The applicable prospectus
supplement will contain, where applicable, the following terms of and other
terms and information relating to any universal warrants:
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o whether the universal warrants are put warrants or call warrants and
whether you or we will be entitled to exercise the warrants;
o the specific warrant property, and the amount or the method for
determining the amount of the warrant property, that may be purchased
or sold upon exercise of each universal warrant;
o the price at which and the currency with which the underlying
securities or commodities may be purchased or sold upon the exercise
of each universal warrant, or the method of determining that price;
o whether the exercise price may be paid in cash, by the exchange of
any other security offered with the universal warrants or both and
the method of exercising the universal warrants; and
o whether the exercise of the universal warrants is to be settled in
cash or by delivery of the underlying securities or commodities or
both.
Significant Provisions of the Warrant Agreements
We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, in one
or more series, which will be described in the prospectus supplement for the
warrants. The forms of warrant agreements are filed as exhibits to the
registration statement. The following summaries of significant provisions of
the warrant agreements and the warrants are not intended to be comprehensive
and holders of warrants should review the detailed provisions of the relevant
warrant agreement for a full description and for other information regarding
the warrants.
Modifications without Consent of Warrantholders. We and the warrant agent
may amend the terms of the warrants and the warrant certificates without the
consent of the holders to:
o cure any ambiguity,
o cure, correct or supplement any defective or inconsistent provision,
or
o amend the terms in any other manner which we may deem necessary or
desirable and which will not adversely affect the interests of the
affected holders in any material respect.
Modifications with Consent of Warrantholders. We and the warrant agent,
with the consent of the holders of not less than a majority in number of the
then outstanding unexercised warrants affected, may modify or amend the warrant
agreement. However, we and the warrant agent may not, without the consent of
each affected warrantholder:
o change the exercise price of the warrants;
o reduce the amount receivable upon exercise, cancellation or
expiration of the warrants other than in accordance with the
antidilution provisions or other similar adjustment provisions
included in the terms of the warrants;
o shorten the period of time during which the warrants may be
exercised;
o materially and adversely affect the rights of the owners of the
warrants; or
o reduce the percentage of outstanding warrants the consent of whose
owners is required for the modification of the applicable warrant
agreement.
Merger, Consolidation, Sale or Other Disposition. If at any time there
will be a merger or consolidation of The Chase Manhattan Corporation or a
transfer of substantially all of our assets, the successor corporation will
succeed to and assume all of our obligations under each warrant agreement and
the warrant certificates. We will then be
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relieved of any further obligation under each of those warrant agreements and
the warrants issued under those warrant agreements. See "Description of Debt
Securities--Consolidations, Mergers and Sales of Assets."
Enforceability of Rights of Warrantholders. The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any
holders of warrant certificates or beneficial owners of warrants. Any holder of
warrant certificates and any beneficial owner of warrants may, without the
consent of any other person, enforce by appropriate legal action, on its own
behalf, its right to exercise the warrants evidenced by the warrant
certificates in the manner provided for in that series of warrants or pursuant
to the applicable warrant agreement. No holder of any warrant certificate or
beneficial owner of any warrants will be entitled to any of the rights of a
holder of the debt securities or any other warrant property that may be
purchased upon exercise of the warrants, including, without limitation, the
right to receive the payments on those debt securities or other warrant
property or to enforce any of the covenants or rights in the relevant indenture
or any other similar agreement.
Registration and Transfer of Warrants. Subject to the terms of the
applicable warrant agreement, warrants in definitive form may be presented for
exchange and for registration of transfer, at the corporate trust office of the
warrant agent for that series of warrants, or at any other office indicated in
the prospectus supplement relating to that series of warrants, without service
charge. However, the holder will be required to pay any taxes and other
governmental charges as described in the warrant agreement. The transfer or
exchange will be effected only if the warrant agent for the series of warrants
is satisfied with the documents of title and identity of the person making the
request.
New York Law to Govern. The warrants and each warrant agreement will be
governed by, and construed in accordance with, the laws of the State of New
York.
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DESCRIPTION OF UNITS
General
Units will consist of one or more debt securities and warrants or any
combination of them. The applicable prospectus supplement will also describe:
o the designation and the terms of the units and of any combination of
debt securities and warrants constituting the units, including
whether and under what circumstances the debt securities or warrants
may be traded separately;
o any additional terms of the applicable unit agreement;
o any additional provisions for the issuance, payment, settlement,
transfer or exchange of the units or of the debt securities or
warrants constituting the units; and
o any applicable United States federal income tax consequences.
The terms and conditions described under "Description of Debt Securities,"
and "Description of Warrants" will apply to each unit and to any debt security
or warrant included in each unit, respectively, unless otherwise specified in
the applicable prospectus supplement.
We will issue the units under one or more unit agreements, each referred
to as a unit agreement, to be entered into between us and a bank or trust
company, as unit agent. We may issue units in one or more series, which will be
described in the applicable prospectus supplement. We have filed a form of unit
agreement as an exhibit to the registration statement.
Significant Provisions of the Unit Agreement
Remedies. The unit agent will act solely as our agent in connection with
the units governed by the unit agreement and will not assume any obligation or
relationship of agency or trust for or with any holders of units or interests
in those units. Any holder of units or interests in those units may, without
the consent of the unit agent or any other holder or beneficial owner of units,
enforce by appropriate legal action, on its own behalf, its rights under the
unit agreement. However, the holders of units or interests in those units may
only enforce their rights under the debt securities or warrants issued as parts
of those units in accordance with the terms of the Indenture and the applicable
warrant agreement.
Modification. We and the unit agent may amend the unit agreement without
the consent of the holders to:
o cure any ambiguity;
o cure, correct or supplement any defective or inconsistent provision
in the agreement; or
o amend the terms in any other manner which we may deem necessary or
desirable and which will not adversely affect the interest of the
affected holders of units in any material respect.
We and the unit agent, with the consent of the holders of not less than a
majority of units at the time outstanding, may modify or amend the rights of
the affected holders of the affected units and the terms of the unit agreement.
However, we and the unit agent may not, without the consent of each affected
holder of units, make any modifications or amendments that would:
o materially and adversely affect the exercise rights of the affected
holders, or
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o reduce the percentage of outstanding units the consent of whose
owners is required to consent to a modification or amendment of the
unit agreement.
Any debt securities issued as part of units governed by the unit agreement
may be modified only in accordance with the Indenture, as described above under
"Description of Debt Securities--Modification of the Indenture." Any warrants
issued as part of units may be modified only in accordance with the terms of
the applicable warrant agreement as described in "Description of
Warrants--Significant Provisions of the Warrant Agreements."
Merger, Consolidation, Sale or Conveyance. The unit agreement provides
that we will not merge or consolidate with any other person and will not sell
or convey all or substantially all of our assets to any person unless:
o we will be the continuing corporation; or
o the successor corporation or person that acquires all or
substantially all of our assets:
o will be a corporation organized under the laws of the United
States, a state of the United States or the District of
Columbia; and
o will expressly assume all of our obligations under the unit
agreement; and
o immediately after the merger, consolidation, sale or conveyance, we,
that person or that successor corporation will not be in default in
the performance of the covenants and conditions of the unit agreement
applicable to us.
Replacement of Unit Certificates. We will replace any mutilated
certificate evidencing a definitive unit at the expense of the holder upon
surrender of that certificate to the unit agent. We will replace certificates
that have been destroyed, lost or stolen at the expense of the holder upon
delivery to us and the unit agent of evidence satisfactory to us and the unit
agent of the destruction, loss or theft of the certificates. In the case of a
destroyed, lost or stolen certificate, an indemnity satisfactory to the unit
agent and to us may be required at the expense of the holder of the units or
prepaid purchase contracts evidenced by that certificate before a replacement
will be issued.
Title. We, the unit agent, the trustee, the warrant agent and any of their
agents will treat the registered owner of any unit as its owner,
notwithstanding any notice to the contrary, for all purposes.
New York Law to Govern. The unit agreement and the units will be governed
by, and construed in accordance with, the laws of the State of New York.
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FORMS OF SECURITIES
Each debt security, warrant and unit will be represented either by a
certificate issued in definitive form to a particular investor or by one or
more global securities representing the entire issuance of securities. Both
certificated securities in definitive form and global securities may be issued
either (1) in registered form, where our obligation runs to the holder of the
security named on the face of the security or (2) subject to the limitations
explained below under "--Limitations on Issuance of Bearer Securities and
Bearer Debt Warrants," in bearer form, where our obligation runs to the bearer
of the security. Definitive securities name you or your nominee as the owner of
the security (other than definitive bearer securities, which name the bearer as
owner), and in order to transfer or exchange these securities or to receive
payments other than interest or other interim payments, you or your nominee
must physically deliver the securities to the trustee, registrar, paying agent
or other agent, as applicable. Global securities name a depositary or its
nominee as the owner of the debt securities, warrants or units represented by
these global securities (other than global bearer securities, which name the
bearer as owner). The depositary maintains a computerized system that will
reflect each investor's beneficial ownership of the securities through an
account maintained by the investor with its broker/dealer, bank, trust company
or other representative, as we explain more fully below.
Global Securities
Registered Global Securities. We may issue the registered debt securities,
warrants and units in the form of one or more fully registered global
securities that will be deposited with a depositary or its nominee identified
in the applicable prospectus supplement and registered in the name of that
depositary or nominee. In those cases, one or more registered global securities
will be issued in a denomination or aggregate denominations equal to the
portion of the aggregate principal or face amount of the securities to be
represented by registered global securities. Unless and until it is exchanged
in whole for securities in definitive registered form, a registered global
security may not be transferred except as a whole by and among the depositary
for the registered global security, the nominees of the depositary or any
successors of the depositary or those nominees.
If not described below, any specific terms of the depositary arrangement
with respect to any securities to be represented by a registered global
security will be described in the prospectus supplement relating to those
securities. We anticipate that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a registered global security will be
limited to persons, called participants, that have accounts with the depositary
or persons that may hold interests through participants. Upon the issuance of a
registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants' accounts with the
respective principal or face amounts of the securities beneficially owned by
the participants. Any dealers, underwriters or agents participating in the
distribution of the securities will designate the accounts to be credited.
Ownership of beneficial interests in a registered global security will be shown
on, and the transfer of ownership interests will be effected only through,
records maintained by the depositary, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of these securities in
definitive form. These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered owner of a
registered global security, that depositary or its nominee, as the case may be,
will be considered the sole owner or holder of the securities represented by
the registered global security for all purposes under the applicable indenture,
warrant agreement or unit agreement. Except as described below, owners of
beneficial interests in a registered global security will not be entitled to
have the securities represented by the registered global security registered in
their names, will not receive or be entitled to receive physical delivery of
the securities in definitive form and will not be considered the owners or
holders of the securities under the applicable indenture, warrant agreement or
unit agreement. Accordingly, each person owning a beneficial interest in a
registered global security must rely on the procedures of the depositary for
that registered global security and, if that person is not a participant, on
the procedures of the participant through which the person owns its interest,
to exercise any rights of a holder under the applicable indenture, warrant
agreement or unit
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agreement. We understand that under existing industry practices, if we request
any action of holders or if an owner of a beneficial interest in a registered
global security desires to give or take any action that a holder is entitled to
give or take under the applicable indenture, warrant agreement or unit
agreement, the depositary for the registered global security would authorize
the participants holding the relevant beneficial interests to give or take that
action, and the participants would authorize beneficial owners owning through
them to give or take that action or would otherwise act upon the instructions
of beneficial owners holding through them.
Principal, interest payments on debt securities, other amounts due under
debt securities and any payments to holders with respect to warrants or units,
represented by a registered global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the registered global security. None of
The Chase Manhattan Corporation, the trustees, the warrant agents, the unit
agents or any other agent of The Chase Manhattan Corporation, agent of the
trustees or agent of the warrant agents or unit agents will have any
responsibility or liability for any aspect of the records relating to payments
made on account of beneficial ownership interests in the registered global
security or for maintaining, supervising or reviewing any records relating to
those beneficial ownership interests.
We expect that the depositary for any of the securities represented by a
registered global security, upon receipt of any payment of principal, interest,
other amounts or other distribution of underlying securities or other property
to holders on that registered global security, will immediately credit
participants' accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners of
beneficial interests in a registered global security held through participants
will be governed by standing customer instructions and customary practices, as
is now the case with the securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
those participants.
If the depositary for any of these securities represented by a registered
global security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, and a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered global
security that had been held by the depositary. In addition, we may at any time
and in our sole discretion decide not to have any of the securities represented
by one or more registered global securities. If we make that decision, we will
issue securities in definitive form in exchange for all of the registered
global security or securities representing those securities. Any securities
issued in definitive form in exchange for a registered global security will be
registered in the name or names that the depositary gives to the relevant
trustee, warrant agent, unit agent or other relevant agent of ours or theirs.
It is expected that the depositary's instructions will be based upon directions
received by the depositary from participants with respect to ownership of
beneficial interests in the registered global security that had been held by
the depositary.
Bearer Global Securities. The securities may also be issued in the form of
one or more bearer global securities that will be deposited with a common
depositary for the Euroclear System and Clearstream Banking, societe anonyme or
with a nominee for the depositary identified in the prospectus supplement
relating to those securities. The specific terms and procedures, including the
specific terms of the depositary arrangement, with respect to any securities to
be represented by a bearer global security will be described in the prospectus
supplement relating to those securities.
Limitations on Issuance of Bearer Securities and Bearer Debt Warrants
In compliance with United States federal income tax laws and regulations,
bearer securities, including bearer securities in global form, and bearer debt
warrants will not be offered, sold, resold or delivered, directly or
indirectly, in the United States or its possessions or to United States
persons, as defined below, except as otherwise permitted by United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D). Any underwriters, agents or
dealers participating in the offerings of bearer securities or bearer debt
warrants, directly or indirectly, must agree that:
22
<PAGE>
o they will not, in connection with the original issuance of any bearer
securities or during the restricted period, as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), which we
refer to as the "restricted period," offer, sell, resell or deliver,
directly or indirectly, any bearer securities in the United States or
its possessions or to United States persons, other than as permitted
by the applicable Treasury Regulations described above, and
o they will not, at any time, offer, sell, resell or deliver, directly
or indirectly, any bearer debt warrants in the United States or its
possessions or to United States persons, other than as permitted by
the applicable Treasury Regulations described above.
In addition, any underwriters, agents or dealers must have procedures
reasonably designed to ensure that their employees or agents who are directly
engaged in selling bearer securities or bearer debt warrants are aware of the
above restrictions on the offering, sale, resale or delivery of bearer
securities or bearer debt warrants.
Bearer securities, other than temporary global debt securities and bearer
securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) and any coupons appertaining thereto will
not be delivered in definitive form, and no interest will be paid thereon,
unless The Chase Manhattan Corporation has received a signed certificate in
writing, or an electronic certificate described in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii), stating that on the date of
that certificate the bearer security:
o is owned by a person that is not a United States person;
o is owned by a United States person that (a) is a foreign branch of a
United States financial institution, as defined in applicable United
States Treasury Regulations, which we refer to as a "financial
institution," purchasing for its own account or for resale, or (b) is
acquiring the bearer security through a foreign branch of a United
States financial institution and who holds the bearer security
through that financial institution through that date, and in either
case (a) or (b) above, each of those United States financial
institutions agrees, on its own behalf or through its agent, that The
Chase Manhattan Corporation may be advised that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986 and the Treasury Regulations thereunder; or
o is owned by a United States or foreign financial institution for the
purposes of resale during the restricted period and, whether or not
also described in the first or second clause above, the financial
institution certifies that it has not acquired the bearer security
for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
We will not issue bearer debt warrants in definitive form.
We will make payments on bearer securities and bearer debt warrants only
outside the United States and its possessions except as permitted by the above
Treasury Regulations.
Bearer securities, other than temporary global securities, and any coupons
issued with bearer securities will bear the following legend: "Any United
States person who holds this obligation will be subject to limitations under
the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the Internal Revenue Code." The sections
referred to in this legend provide that, with exceptions, a United States
person will not be permitted to deduct any loss, and will not be eligible for
capital gain treatment with respect to any gain realized on the sale, exchange
or redemption of that bearer security or coupon.
As used in the preceding three paragraphs, the term bearer securities
includes bearer securities that are part of units and the term bearer debt
warrants includes bearer debt warrants that are part of units. As used herein,
the term United States person means a citizen or resident of the United States
for United States federal income tax purposes, a corporation or partnership,
including an entity treated as a corporation or partnership for United States
federal income tax purposes, created or organized in or under the laws of the
United States, or any state of the United States
23
<PAGE>
or the District of Columbia, or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.
Form of Securities Included in Units
The form of any warrant included in a unit will correspond to the form of
the unit and of any other security included in that unit.
24
<PAGE>
PLAN OF DISTRIBUTION
We may sell the debt securities or warrants:
o through agents;
o through underwriters;
o through dealers; and
o directly to purchasers, any of whom may be customers of, engage in
transactions with, or perform services for, the Company in the
ordinary course of business.
If we offer and sell securities through an agent, that agent will be
named, and any commissions payable to that agent by us, will be set forth in
the prospectus supplement. Any agent will be acting on a best efforts basis for
the period of its appointment which will usually be five business days or less.
An agent may be deemed to be an underwriter under the federal securities laws.
If underwriters are used in the sale of the securities, we will sign an
underwriting agreement with them. The underwriting agreement will provide that
the obligations of the underwriters are subject to certain conditions and that
the underwriters will be obligated to purchase all of the securities if any are
purchased. Underwriters will buy the securities for their own account and may
resell them from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined
at the time of sale. Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters, or directly by
the managing underwriters. The name of the managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transaction, including compensation of the underwriters and dealers, if any,
will be set forth in the prospectus supplement. The underwriters named in the
prospectus supplement will be the only underwriters for the securities offered
by that prospectus supplement.
If a dealer is utilized in the sale of securities, we will sell those
securities to the dealer, as principal. The dealer may resell those securities
to the public at varying prices to be determined by the dealer at the time of
resale. A dealer may be deemed to be an underwriter of those securities under
the securities laws. The name of the dealer and the terms of the transaction
will be set forth in the prospectus supplement.
Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.
In order to facilitate the offering of these securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of these securities or any other securities the prices of which may be
used to determine payments on these securities. Specifically, the underwriters
may sell more securities than they are obligated to purchase in connection with
the offering, creating a short position for their own accounts. A short sale is
covered if the short position is no greater than the number or amount of
securities available for purchase by the underwriters under any overallotment
option. The underwriters can close out a covered short sale by exercising the
overallotment option or purchasing these securities in the open market. In
determining the source of securities to close out a covered short sale, the
underwriters will consider, among other things, the open market price of these
securities compared to the price available under the overallotment option. The
underwriters may also sell these securities or any other securities in excess
of the overallotment option, creating a naked short position. The underwriters
must close out any naked short position by purchasing securities in the open
market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of these
securities in the open market after pricing that could adversely affect
investors who purchase in the offering. As an additional means of facilitating
the offering, the underwriters may bid for, and purchase, these securities or
any other securities in the open market to stabilize the price of these
securities or of any other securities. Finally, in any offering of the
securities through a syndicate of underwriters, the underwriting syndicate may
also
25
<PAGE>
reclaim selling concessions allowed to an underwriter or a dealer for
distributing these securities in the offering, if the syndicate repurchases
previously distributed securities to cover syndicate short positions or to
stabilize the price of these securities. Any of these activities may raise or
maintain the market price of these securities above independent market levels
or prevent or retard a decline in the market price of these securities. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.
We may agree to indemnify agents, underwriters, or dealers against certain
liabilities, including liabilities under the securities laws, or to contribute
to payments that agents, underwriters, or dealers may be required to make.
Agents, underwriters and dealers may be customers of, engage in transactions
with or perform services for us in the ordinary course of business.
We may directly solicit offers to purchase securities, and we may sell
securities directly to institutional investors or others, who may be deemed to
be underwriters within the meaning of the securities laws. The terms of any
such sales will be described in the prospectus supplement.
We may authorize agents, underwriters, and dealers to solicit offers by
certain institutions to purchase the securities from us at the public offering
price stated in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future
and on terms described in the prospectus supplement. These contracts will be
subject to only those conditions described in the prospectus supplement, and
the prospectus supplement will state the commission payable for solicitation of
these offers. Institutions with whom delayed delivery contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but shall in all cases be institutions which we have approved.
These contracts will be subject only to the conditions that:
o the underwriters purchase the securities at the time of the Contract;
and
o the purchase is not prohibited under the laws of any jurisdiction in
the United States to which the purchase is subject.
We will pay a commission, as indicated in the prospectus supplement, to
agents and dealers soliciting purchases of securities pursuant to delayed
delivery contracts that we have accepted.
This prospectus and related prospectus supplement may be used by direct or
indirect wholly-owned subsidiaries of ours in connection with offers and sales
related to secondary market transactions in the securities. 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.
The offer and sale of the securities by an affiliate of ours will comply
with the requirements of Rule 2720 of the Rules of Conduct of the National
Association of Securities Dealers, Inc. regarding underwriting of securities of
an affiliate and will comply with any restrictions imposed on the underwriter
by the Governors. Accordingly, an affiliate of ours that is a member of the
NASD may participate in a public offering and sale of our debt securities if
the offering is of a class of securities rated investment grade by a nationally
recognized statistical rating organization. In addition, an affiliate of ours
that is a member of the NASD may participate in any public offering and sale of
the securities, including without limitation Warrants, if the price at which an
equity issue is distributed to the public is no higher or the yield at which a
debt issue is distributed to the public is no lower than that recommended by a
"qualified independent underwriter" (determined to be so qualified by the NASD
prior to commencement of such offering), in each case in compliance with the
Conduct Rules of the NASD. Following the initial distribution of any of the
securities, our affiliates may offer and sell these securities in the course of
their business as broker-dealers. Our affiliates may act as principals or
agents in these transactions and may make any sales at varying prices related
to prevailing market prices at the time of sale or otherwise. Our affiliates
may use this prospectus in connection with these transactions. None of our
affiliates is obligated to make a market in any of these securities and may
discontinue any market-making activities at any time without notice.
26
<PAGE>
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
27
<PAGE>
EXPERTS
The audited financial statements of The Chase Manhattan Corporation
contained in our Annual Report on Form 10-K for the year ended December 31,
1999 and the audited financial statements of J.P. Morgan & Co. Incorporated
incorporated by reference in our Report on Form 8-K dated November 28, 2000,
are incorporated by reference in this prospectus in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.
LEGAL OPINIONS
The validity of the securities will be passed upon by Neila B. Radin,
Senior Vice President and Associate General Counsel of The Chase Manhattan
Corporation. Davis Polk & Wardwell will pass upon some legal matters relating
to these securities for the underwriters. Davis Polk & Wardwell has in the past
represented The Chase Manhattan Corporation and continues to represent The
Chase Manhattan Corporation on a regular basis and in a variety of matters.
ERISA MATTERS FOR PENSION PLANS AND INSURANCE COMPANIES
Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Code prohibit certain benefit plans
and accounts ("Plans"), from engaging in certain transactions involving the
assets of such plans or accounts with persons who are "parties in interest"
under ERISA or "disqualified persons" under the Code ("Parties in Interest")
with respect to such Plans. As a result of its business, the Company is a Party
in Interest with respect to many Plans. Where the Company is a Party in
Interest with respect to a Plan (either directly or by reason of its ownership
of its subsidiaries), the purchase and holding of the securities by or on
behalf of the Plan would involve prohibited transactions, such as a prohibited
lending transaction under Section 406(a)(1) of ERISA and Section 4975(c)(1) of
the Code, unless exemptive relief were available under an applicable
administrative exemption, such as Prohibited Transaction Class Exemption 96-23,
95-60, 91-38, 90-1 or 84-14 issued by the U.S. Department of Labor, or there
was some other basis on which the transaction was not prohibited. Unless the
applicable prospectus supplement explicitly provides otherwise, any purchaser
or holder of the securities or any interest therein will be deemed to have
represented by its purchase and holding thereof that either (a) it is not a
Plan, or an entity whose underlying assets include plan assets by reason of any
Plan's investment in the entity, and is not purchasing such securities on
behalf of or with plan assets of any Plan or (b) its purchase and holding of
the securities is eligible for the exemptive relief available under PTCE 96-23,
95-60, 91-38, 90-1 or 84-14, or there is some other basis on which such
purchase and holding is not prohibited.
28
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
securities being registered, other than underwriting compensation and related
hedging costs, are as follows:
Securities and Exchange Commission registration fee................ $ 250,000
Legal fees and expenses............................................
National Association of Securities Dealers Inc. filing fee......... 30,500
Accounting fees and expenses.......................................
Trustees fees and expenses (including counsel fees)................
Rating agency fees.................................................
Printing expenses..................................................
Miscellaneous......................................................
-----------
Total......................................................... $
Item 15. Indemnification of Officers and Directors.
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation) by reason of the fact that the person
is or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of 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, despite the adjudication of liability but in view of all the
circumstances of the case, 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 any other indemnification to which those seeking
indemnification or advancement of expenses may be entitled 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 as a director, officer, employee or agent of 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
II-1
<PAGE>
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 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.
The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware Corporation Law and the By-laws of the Registrant.
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Item 16. Exhibits.
Exhibit
Number Description
------- -----------
1(a)(1)* Form of Underwriting Agreement (including form of Delayed
Delivery Contract)
4(a)(1)* Form of Indenture between The Chase Manhattan Corporation and
Bankers Trust Company, as Trustee.
4(b)(1)* Form of Fixed Rate Note.
4(b)(2)* Form of Floating Rate Note.
4(b)(3)* Form of Permanent Global Fixed Rate Bearer Note
4(b)(4)* Form of Temporary Global Fixed Rate Bearer Note
4(b)(5)* Form of Permanent Global Floating Rate Bearer Note
4(b)(6)* Form of Temporary Global Floating Rate Bearer Note
4(c)* Form of Debt Warrant Agreement.
4(d)* Forms of Debt Warrant Certificates (included as Exhibits A and B
to form of Debt Warrant Agreement).
4(e)* Form of Index Warrant Agreement.
4(f)* Forms of Index Warrant Certificates (included as Exhibits A and
A-1 to form of Index Warrant Agreement).
4(g)* Form of Currency Warrant Agreement
4(h)* Forms of Currency Warrant Certificates (included as Exhibits A
and A-1 to form of Currency Warrant Agreement)
4(i)* Form of Interest Rate Warrant Agreement
4(j)* Forms of Interest Rate Warrant Certificates (included as
Exhibits A and A-1 to form of Interest Rate Warrant Agreement)
4(k)* Form of Universal Warrant Agreement.
4(l)* Forms of Universal Warrant Certificates (included as Exhibits A
and B to form of Universal Warrant Agreement).
4(m)* Form of Unit Agreement.
4(n)* Form of Unit Certificate (included as Exhibit A to form of Unit
Agreement)
5* Opinion of Neila B. Radin.
12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12.1 to The Chase
Manhattan Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999, and to Exhibit 12(A) to The Chase
Manhattan Corporation's Form 10-Q dated September 30, 2000 (File
No. 1-5805)).
12.2 Computation of Consolidated Ratio of Earnings to Fixed Charges
for the year ended December 31, 1998 (incorporated herein by
reference to Exhibit 12.1 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 1-5805)).
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<PAGE>
12.3 Computation of Consolidated Ratio of Earnings to Fixed Charges
for the year ended December 31, 1997 (incorporated herein by
reference to Exhibit 12.1 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 1-5805)).
12.4 Computation of Consolidated Ratio of Earnings to Fixed Charges
for the year ended December 31, 1996 (incorporated herein by
reference to Exhibit 12.0 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996
(File No. 1-5805)).
12.5 Computation of Consolidated Ratio of Earnings to Fixed Charges
for Period Ended December 31, 1995 (incorporated herein by
reference to Exhibit 12.0 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 1-5805)).
23(a) Consent of PricewaterhouseCoopers LLP, as auditors for The Chase
Manhattan Corporation.
23(b) Consent of PricewaterhouseCoopers LLP, as auditors for J.P.
Morgan & Co. Incorporated.
23(c)* Consent of Neila B. Radin (included in Exhibit 5).
24 Powers of Attorney
25.1* Statement of Eligibility of Trustee on Form T-1.
---------
* To be filed by amendment.
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, as amended;
(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 end of the
estimated maximum offering range 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
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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
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, as amended, that are incorporated by reference
in this Registration Statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, (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, as amended) that is
incorporated by reference in this 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, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 of this Registration Statement, 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 such 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 such Act and will be governed by the
final adjudication of such issue.
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<PAGE>
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 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 and State of New York, on this 27th
day of December, 2000.
THE CHASE MANHATTAN CORPORATION
By: /s/ ANTHONY J. HORAN
----------------------------------
Name: Anthony J. Horan
Title: 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 dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief December 27, 2000
--------------------------- Executive Officer and Director
William B. Harrison, Jr. (Principal Executive Officer)
* Director December 27, 2000
---------------------------
Hans W. Becherer
* Director December 27, 2000
---------------------------
Frank A. Bennack, Jr.
* Director December 27, 2000
---------------------------
Susan V. Berresford
* Director December 27, 2000
---------------------------
M. Anthony Burns
* Director December 27, 2000
---------------------------
H. Laurance Fuller
* Director December 27, 2000
---------------------------
Melvin R. Goodes
* Director December 27, 2000
---------------------------
William H. Gray III
* Director December 27, 2000
---------------------------
Harold S. Hook
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<PAGE>
* Director December 27, 2000
---------------------------
Helene L. Kaplan
* Director December 27, 2000
---------------------------
Henry B. Schacht
* Director December 27, 2000
---------------------------
Andrew C. Sigler
* Director December 27, 2000
---------------------------
John R. Stafford
* Director December 27, 2000
---------------------------
Marina v.N. Whitman
* Vice Chairman Finance, Risk December 27, 2000
--------------------------- Management and Administration
Marc J. Shapiro (Principal Financial Officer)
* Executive Vice President and December 27, 2000
--------------------------- Controller (Principal Accounting
Joseph L. Sclafani Officer)
*By: /s/ ANTHONY J. HORAN
-----------------------------------
(Anthony J. Horan, Attorney-in-Fact)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1(a)(1)* Form of Underwriting Agreement (including form of Delayed
Delivery Contract)
4(a)(1)* Form of Indenture between The Chase Manhattan Corporation and
Bankers Trust Company, as Trustee.
4(b)(1)* Form of Fixed Rate Note.
4(b)(2)* Form of Floating Rate Note.
4(b)(3)* Form of Permanent Global Fixed Rate Bearer Note
4(b)(4)* Form of Temporary Global Fixed Rate Bearer Note
4(b)(5)* Form of Permanent Global Floating Rate Bearer Note
4(b)(6)* Form of Temporary Global Floating Rate Bearer Note
4(c)* Form of Debt Warrant Agreement.
4(d)* Forms of Debt Warrant Certificates (included as Exhibits A and B
to form of Debt Warrant Agreement).
4(e)* Form of Index Warrant Agreement.
4(f)* Forms of Index Warrant Certificates (included as Exhibits A and
A-1 to form of Index Warrant Agreement).
4(g)* Form of Currency Warrant Agreement
4(h)* Forms of Currency Warrant Certificates (included as Exhibits A
and A-1 to form of Currency Warrant Agreement)
4(i)* Form of Interest Rate Warrant Agreement
4(j)* Forms of Interest Rate Warrant Certificates (included as
Exhibits A and A-1 to form of Interest Rate Warrant Agreement)
4(k)* Form of Universal Warrant Agreement.
4(l)* Forms of Universal Warrant Certificates (included as Exhibits A
and B to form of Universal Warrant Agreement).
4(m)* Form of Unit Agreement.
4(n)* Form of Unit Certificate (included as Exhibit A to form of Unit
Agreement)
5* Opinion of Neila B. Radin.
12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12.1 to The Chase
Manhattan Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999, and to Exhibit 12(A) to The Chase
Manhattan Corporation's Form 10-Q dated September 30, 2000 (File
No. 1-5805)).
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<PAGE>
12.2 Computation of Consolidated Ratio of Earnings to Fixed Charges
for the year ended December 31, 1998 (incorporated herein by
reference to Exhibit 12.1 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 1-5805)).
12.3 Computation of Consolidated Ratio of Earnings to Fixed Charges
for the year ended December 31, 1997 (incorporated herein by
reference to Exhibit 12.1 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 1-5805)).
12.4 Computation of Consolidated Ratio of Earnings to Fixed Charges
for the year ended December 31, 1996 (incorporated herein by
reference to Exhibit 12.0 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996
(File No. 1-5805)).
12.5 Computation of Consolidated Ratio of Earnings to Fixed Charges
for Period Ended December 31, 1995 (incorporated herein by
reference to Exhibit 12.0 to The Chase Manhattan Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 1-5805)).
23(a) Consent of PricewaterhouseCoopers LLP, as auditors for The Chase
Manhattan Corporation.
23(b) Consent of PricewaterhouseCoopers LLP, as auditors for J.P.
Morgan & Co. Incorporated.
23(c)* Consent of Neila B. Radin (included in Exhibit 5).
24 Powers of Attorney
25.1* Statement of Eligibility of Trustee on Form T-1.
---------
* To be filed by amendment.
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