<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
FILE NO. 333-94393
Post-Effective Amendment No. 2 to Registration Statement No. 333-70639
Post-Effective Amendment No. 3 to Registration Statement No. 333-56573
Post-Effective Amendment No. 4 to Registration Statement No. 333-64261
Post-Effective Amendment No. 6 to Registration Statement No. 33-49965
Post-Effective Amendment No. 8 to Registration Statement No. 33-57104
Post-Effective Amendment No. 7 to Registration Statement No. 33-47105
Post-Effective Amendment No. 8 to Registration Statement No. 33-45228
Post-Effective Amendment No. 7 to Registration Statement No. 33-15230
--------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 13-2624428
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY J. HORAN
SECRETARY
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
NEILA B. RADIN, ESQ.
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this registration statement becomes effective.
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 being 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 426(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 the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
(continued on next page)
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<PAGE> 2
(continued from previous page)
This Post-Effective Amendment No. 1 relates to, among other securities, an
indeterminate amount of debt securities, preferred stock, depositary shares and
warrants that may be offered by affiliates of the registrant, including Chase
Securities Inc. and J.P. Morgan Securities Inc., in connection with offers and
sales related to secondary market transactions in securities that have been
previously registered by the registrant pursuant to the registration statements
referred to in the following sentence. Accordingly, this registration statement
constitutes Post-Effective Amendment No. 2 to Registration Statement No.
333-70639, Post-Effective Amendment No. 3 to Registration Statement No.
333-56573, Post-Effective Amendment No. 4 to Registration Statement No.
33-64261, Post-Effective Amendment No. 6 to Registration Statement No. 33-49965,
Post-Effective Amendment No. 8 to Registration Statement No. 33-57104,
Post-Effective Amendment No. 7 to Registration Statement No. 33-47105,
Post-Effective Amendment No. 8 to Registration Statement No. 33-45228, and
Post-Effective Amendment No. 7 to Registration Statement No. 33-15230. In
addition, this registration statement also covers an indeterminate amount of
debt securities, preferred stock and warrants that may be offered by affiliates
of the registrant in connection with offers and sales relating to secondary
market transactions in securities previously registered by predecessors of the
registrant, including Chase Securities Inc. and J.P. Morgan Securities Inc. on
the registration statements designated by the following Registration File
Numbers: Nos. 33-20950, 33-40485, 33-45266, 33-58144 and 33-55295, each filed by
The Chase Manhattan Corporation; and Nos. 333-85283, 333-64193, 333-51961,
333-47753, 333-40447, 333-37315, 33-55851, 33-49775, 33-45651, 33-41006, each
filed by J.P. Morgan & Co. Incorporated.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act, or until this registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE> 3
EXPLANATORY NOTE
The prospectus filed with this post-effective amendment is a form of market
maker prospectus intended for use after the effective time of the merger of J.P.
Morgan & Co. Incorporated into The Chase Manhattan Corporation to form J.P.
Morgan Chase & Co. The prospectus is intended for use by direct or indirect
wholly-owned subsidiaries of J.P. Morgan Chase & Co., including Chase Securities
Inc. and J.P. Morgan Securities Inc., in connection with offers and sales
related to secondary market transactions in debt securities, preferred stock,
depositary shares and warrants that have been previously registered by J.P.
Morgan Chase & Co. or its predecessors under the Securities Act of 1933 pursuant
to the registration statements referred to on the cover page of this
registration statement and in certain debt securities, preferred stock,
depositary shares and warrants that are initially offered and sold by or on
behalf of J.P. Morgan Chase & Co. after the effective date of this
post-effective amendment. The market maker prospectus updates and supersedes the
second prospectus included in the registration statement amended by this
post-effective amendment.
<PAGE> 4
[J.P. MORGAN CHASE & CO. LOGO]
J.P. MORGAN CHASE & CO.
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
Affiliates of J.P. Morgan Chase & Co., including Chase Securities Inc. and J.P.
Morgan Securities Inc., may use this prospectus in connection with offers and
sales in the secondary market of senior or subordinated debt securities,
preferred stock or depositary shares of J.P. Morgan Chase & Co. or warrants to
purchase those debt securities, shares of preferred stock or depository shares.
These affiliates may act as principal or agent in those transactions. Secondary
market sales made by them will be made at prices related to market prices at the
time of sale.
LISTED DEBT SECURITIES
Of the series of debt securities issued and outstanding as of the date of this
prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:
<TABLE>
<CAPTION>
TITLE OF SECURITIES TICKER SYMBOL
------------------- -------------
<S> <C>
7 1/2% Subordinated Notes Due 2003.......................... JPM F03
Floating Rate Subordinated Notes Due 2003................... JPM J03
Floating Rate Subordinated Notes Due August 1, 2003......... JPM A03
6 1/2% Subordinated Notes Due 2005.......................... JPM A05
6 1/4% Subordinated Notes Due 2006.......................... JPM 06
6 1/8% Subordinated Notes Due 2008.......................... JPM O08
6 3/4% Subordinated Notes Due 2008.......................... JPM A08
6 1/2% Subordinated Notes Due 2009.......................... JPM 09
</TABLE>
LISTED PREFERRED STOCK
Of the series of preferred stock issued and outstanding as of the date of this
prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:
<TABLE>
<CAPTION>
TITLE OF SECURITIES TICKER SYMBOL
------------------- -------------
<S> <C>
Adjustable Rate Cumulative Preferred Stock, Series A........ JPMPrA
10.84% Cumulative Preferred Stock........................... JPMPrC
Adjustable Rate Cumulative Preferred Stock, Series L........ JPMPrL
Adjustable Rate Cumulative Preferred Stock, Series N........ JPMPrN
</TABLE>
LISTED DEPOSITARY SHARES
Of the series of the depositary shares representing shares of preferred stock
issued and outstanding as of the date of this prospectus that may be offered by
use of this prospectus, the following are listed on the New York Stock Exchange
and have the following ticker symbols:
<TABLE>
<CAPTION>
TITLE OF SECURITIES TICKER SYMBOL
------------------- -------------
<S> <C>
Depositary Shares, each representing a 1/10 interest in a
share of 6 5/8% Cumulative Preferred Stock................ JPMPrH
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT USE THIS PROSPECTUS TO SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE AN OFFER OR SALE IS NOT PERMITTED.
This prospectus is dated , 2001.
<PAGE> 5
IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT TO
THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION.
WE ARE OFFERING TO SELL THESE SECURITIES ONLY IN PLACES WHERE SALES ARE
PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED IN THIS
PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information About
J.P. Morgan Chase & Co. ............... 3
J.P. Morgan Chase & Co. ................. 4
Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements........................... 5
Description of Debt Securities........... 5
Company Debt Securities.................. 6
Heritage Chase Debt Securities........... 19
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of Heritage J.P. Morgan Debt
Securities............................. 25
Relationship Among Subordination
Provisions............................. 36
Permanent Global Debt Securities......... 37
Global Clearance and Settlement
Procedures............................. 39
Description of Capital Stock............. 40
Experts.................................. 46
</TABLE>
2
<PAGE> 6
WHERE YOU CAN FIND MORE
INFORMATION ABOUT J.P. MORGAN CHASE & CO.
J.P. Morgan Chase & Co. ("J.P. Morgan Chase", which may be referred to as "we"
or "us") files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until our offering is completed;
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;
(c) Current 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, 1999,
October 19, 1999, November 1, 1999, November 28, 2000, November 29, 2000,
December 1, 2000, December 14, 2000 and December 26, 2000; and
(d) The descriptions of our common stock and preferred stock contained
in our registration statements filed under Section 12 of the Securities
Exchange Act of 1934.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Office of the Secretary
J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017
212-270-4040
3
<PAGE> 7
J.P. MORGAN CHASE & CO.
J.P. Morgan Chase 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 approximately $705 billion in assets and approximately
$40 billion in stockholders' equity.
On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan") merged with
and into The Chase Manhattan Corporation ("Chase"). Upon completion of the
merger, Chase changed its name to "J.P. Morgan Chase & Co." The merger was
accounted for as a pooling of interests. As a result, financial information
following completion of the merger and incorporated by reference in this
prospectus will present the combined results of Chase and J.P. Morgan as if the
merger had been in effect for all periods presented.
We are a global financial services firm with operations in over 60 countries.
Our principal bank subsidiaries are The Chase Manhattan Bank ("Chase Bank") and
Morgan Guaranty Trust Company ("Morgan Bank"), each of which is a New York
banking corporation headquartered in New York city; and Chase Manhattan Bank
USA, National Association, headquartered in Delaware. Our principal non-bank
subsidiaries are our investment bank subsidiaries, Chase Securities Inc. ("Chase
Securities") and J.P. Morgan Securities Inc. ("J.P. Morgan Securities"). We
expect Chase Bank to merge with Morgan Bank and Chase Securities to merge with
J.P. Morgan Securities in mid-2001. Unless the context otherwise requires,
references in this prospectus to Chase Bank, Morgan Bank, Chase Securities and
J.P. Morgan Securities also refer to the successor corporations in those
mergers.
Our activities are internally organized, for management reporting purposes, into
five major businesses: Investment Bank, Wealth Management, Treasury and
Securities Services, J.P. Morgan Partners and 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 and Securities Services
Treasury and 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 and Securities Services includes
our custody, cash management, trust and other fiduciary services businesses.
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.
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<PAGE> 8
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Chase's consolidated ratios of earnings to fixed charges and consolidated ratios
of earnings to combined fixed charges and preferred stock dividend requirements
are as follows:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
2000 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
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
Earnings to Combined Fixed Charges
and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits.... 1.99 2.61 1.82 1.77 1.60 1.82
Including Interest on Deposits.... 1.44 1.70 1.42 1.41 1.30 1.38
</TABLE>
For purposes of computing the above ratios, earnings represent net income from
continuing operations plus total taxes based on income and fixed charges. Fixed
charges, excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense, one-third
(the proportion deemed representative of the interest factor) of rents, net of
income from subleases, and capitalized interest.
DESCRIPTION OF
DEBT SECURITIES
Our outstanding senior and subordinated securities offered by use of this
prospectus (the "Debt Securities") have been issued under a number of
indentures, some of which were initially executed by our predecessor
institutions and assumed by us in connection with various mergers.
None of our indentures limits the amount of debt securities that we may issue.
Each indenture provides that we may issue debt securities up to the principal
amount we authorize from time to time. In addition, none of our subordinated
indentures limits the amount of senior indebtedness we may incur.
We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of our debt securities
will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that J.P. Morgan Chase may be recognized, and
receives payment, as a creditor of those subsidiaries. Claims of our
subsidiaries' creditors other than J.P. Morgan Chase include substantial amounts
of long-term debt, deposit liabilities, federal funds purchased, securities sold
under repurchase agreements, commercial paper and other short-term borrowings.
None of our indentures limits our ability to enter into a highly leveraged
transaction or provides you with any special protection in the event of such a
transaction. In addition, none of our indentures provides special protection in
the event of a sudden and dramatic decline in our credit quality resulting from
a takeover, recapitalization or similar restructuring.
We may have issued some of the Debt Securities as original issue discount Debt
Securities. Original issue discount Debt Securities bear no interest or bear
interest at a below-market rate and are sold at a discount below their stated
principal amount. Persons considering the purchase, ownership or disposition of
original issue discount Debt Securities should consult their own tax advisors
concerning the United States Federal income tax consequences to them with regard
to the purchase, ownership or disposition of those securities in light of their
particular situations, as well as any consequences arising under the laws of any
other taxing jurisdiction.
Unless otherwise indicated in a supplement to this prospectus, we have issued
the Debt Securities
5
<PAGE> 9
only in fully registered form without coupons. We may have issued some of the
Debt Securities only as permanent global Debt Securities. See "Permanent Global
Debt Securities" below. You will not be required to pay a service charge for any
transfer or exchange of the Debt Securities, but we may require payment of any
taxes or other governmental charges.
Unless a particular issue of Debt Securities is represented by a permanent
global note, we will pay the principal of, and premium, if any, and interest, if
any, on the Company Debt Securities at the corporate trust office of the
applicable paying agent, which, in the case of the Company Debt Securities and
Heritage Chase Debt Securities referred to below, is Chase Bank in New York City
and, in the case of the J.P. Morgan Debt Securities referred to below, is U.S.
Bank Trust National Association in New York City. You may also make transfers or
exchanges of the Company Debt Securities at those respective locations. We also
have the right to pay interest on any Debt Securities by check mailed to the
registered holders of the Debt Securities at their registered addresses.
In connection with any payment on a Debt Security, we may require the holder to
certify information to J.P. Morgan Chase. In the absence of that certification,
we may rely on any legal presumption to determine our responsibilities, if any,
to deduct or withhold taxes, assessments or governmental charges from the
payment.
COMPANY DEBT SECURITIES
J.P. Morgan Chase (which, for purposes of this portion of the prospectus,
includes Chase prior to its merger with J.P. Morgan, and Chemical Banking
Corporation prior to its merger with The Chase Manhattan Corporation) has issued
Debt Securities (the "Company Debt Securities") from time to time under the
indentures referred to in the following paragraph (the "Company Indentures").
The following summary of the provisions of the Company Debt Securities and the
Company Indentures is not complete. You should refer to the Company Indentures,
copies of which are exhibits to the registration statement of which this
prospectus is a part (Registration Statement File No. 333-94393; the
"registration statement").
We have issued senior Company Debt Securities (the "Company Senior Securities")
under an Indenture, dated as of December 1, 1989 (as amended, the "Company
Senior Indenture"), between us and Bankers Trust Company, as trustee. We have
issued subordinated Company Debt Securities (the "Company Subordinated
Securities") under an Indenture, as amended and restated as of December 15, 1992
(as amended, the "Company Subordinated Indenture"), between us and U.S. Bank
Trust National Association, as trustee. The Company Debt Securities may be
offered together with warrants to purchase the Company Debt Securities, warrants
to purchase shares of common stock, warrants to purchase shares of preferred
stock or currency warrants entitling the holder to receive the cash value in
U.S. dollars of the right to purchase or the right to sell foreign currencies or
composite currencies.
COMPANY SENIOR SECURITIES
The Company Senior Securities are our direct, unsecured general obligations and
constitute Company Senior Indebtedness having the same rank as our other senior
indebtedness. For a definition of Company Senior Indebtedness, see "Description
of Company Debt Securities -- Company Subordinated Securities -- Subordination"
below.
Limitation on Disposition of Stock of Chase Bank. The Company Senior Indenture
contains a covenant by us that, so long as any of the Company Senior Securities
are outstanding, neither we nor any Intermediate Subsidiary, as defined below,
will dispose of any shares of voting stock of Chase Bank, or any securities
convertible into, or options, warrants or rights to purchase shares of voting
stock of Chase Bank, except to J.P. Morgan Chase or an Intermediate Subsidiary.
In addition, the covenant provides that neither we nor any Intermediate
Subsidiary will permit Chase Bank to issue any shares of its voting stock, or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock, nor will we permit any Intermediate Subsidiary to cease to
be an Intermediate Subsidiary.
The above covenant is subject to our rights in connection with a consolidation
or merger of J.P. Morgan Chase with or into another person or a
6
<PAGE> 10
sale of our assets. The covenant also will not apply if both:
(1) the disposition in question is made for fair market value, as
determined by the board of directors J.P. Morgan Chase or the Intermediate
Subsidiary; and
(2) after giving effect to the disposition, we and any one or more of
our Intermediate Subsidiaries will collectively own at least 80% of the
issued and outstanding voting stock of Chase Bank or any successor to Chase
Bank free and clear of any security interest.
The above covenant also does not restrict Chase Bank from being consolidated
with or merged into another domestic banking corporation, if after the merger or
consolidation, (A) J.P. Morgan Chase, or its successor, and any one or more
Intermediate Subsidiaries own at least 80% of the voting stock of the resulting
bank and (B) no event of default, and no event which, after notice or lapse of
time or both, would become an event of default, happens and is continuing.
The Company Senior Indenture defines an "Intermediate Subsidiary" as a
subsidiary (1) that is organized under the laws of any domestic jurisdiction and
(2) of which all the shares of capital stock, and all securities convertible
into, and options, warrants and rights to purchase shares of capital stock, are
owned directly by J.P. Morgan Chase, free and clear of any security interest. As
used above, "voting stock" means a class of stock having general voting power
under ordinary circumstances irrespective of the happening of a contingency. The
above covenant would not prevent Chase Bank from engaging in a sale of assets to
the extent otherwise permitted by the Company Senior Indenture.
Defaults and Waivers. The Company Senior Indenture defines an event of default
with respect to any series of Company Senior Securities as any one of the
following events:
(1) default in the payment of interest on any Company Senior Security
of that series and continuance of that default for 30 days;
(2) default in the payment of principal of, or premium, if any, on,
any Company Senior Security of that series at maturity;
(3) default in the deposit of any sinking fund payment and continuance
of that default for five days;
(4) failure by us for 60 days after notice to perform any of the other
covenants or warranties in the Company Senior Indenture applicable to that
series;
(5) (A) failure by us to pay indebtedness for money borrowed by us,
including Company Senior Securities of other series, in an aggregate
principal amount exceeding $25,000,000, at the later of final maturity or
the expiration of any applicable grace period or (B) acceleration of the
maturity of any indebtedness for money borrowed by us, including Company
Senior Securities of other series, in an aggregate principal amount
exceeding $25,000,000, if that failure to pay or acceleration results from
a default under the instrument giving rise to or securing the indebtedness
for money borrowed by us and is not rescinded or annulled within 30 days
after due notice, unless the default is contested in good faith by
appropriate proceedings;
(6) specified events of bankruptcy, insolvency or reorganization of
J.P. Morgan Chase or Chase Bank; and
(7) any other event of default specified with respect to Company
Senior Securities of that series.
If any event of default with respect to Company Senior Securities of any series
occurs and is continuing, either the trustee or the holders of not less than 25%
in principal amount of the outstanding Company Senior Securities of that series
may declare the principal amount (or, if the Company Senior Securities of that
series are original issue discount securities, a specified portion of the
principal amount) of all Company Senior Securities of that series to be due and
payable immediately. No such declaration is required upon specified events of
bankruptcy. Subject to specified conditions, the holders of a majority in
principal amount of the outstanding Company Senior Securities of that series may
annul the declaration and waive past defaults, except uncured payment defaults
and other specified defaults.
7
<PAGE> 11
The Company Senior Indenture requires the trustee, within 90 days after the
occurrence of a default known to it with respect to any outstanding series of
Company Senior Securities, to give the holders of that series notice of the
default if uncured or not waived. The trustee may withhold the notice if it
determines in good faith that the withholding of the notice is in the interest
of those holders. However, the trustee may not withhold the notice in the case
of a payment default. The trustee may not give the above notice until 60 days
after the occurrence of a default in the performance of a covenant in the
Company Senior Indenture, other than a covenant to make payment. The term
"default" for the purpose of this provision only means any event that is, or
after notice or lapse of time or both would become, an event of default with
respect to Company Senior Securities of that series.
Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
Company Senior Indenture at the request or direction of any of the holders of
Senior Securities, unless the holders have offered the trustee reasonable
security or indemnity. The Company Senior Indenture provides that the holders of
a majority in principal amount of outstanding Company Senior Securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee for that series, or exercising any trust or
other power conferred on the trustee. However, the trustee may decline to act if
the direction is contrary to law or the Company Senior Indenture.
The Company Senior Indenture includes a covenant requiring us to file annually
with the trustee a certificate of no default, or specifying any default that
exists.
Defeasance and Covenant Defeasance. The Company Senior Indenture contains a
provision that, if made applicable to any series of Company Senior Securities,
permits us to elect:
- defeasance, which would discharge us from all of our obligations (subject to
limited exceptions) with respect to any Company Senior Securities of that
series then outstanding; and/or
- covenant defeasance, which would release us from our obligations under
specified covenants and the consequences of the occurrence of an event of
default resulting from a breach of these covenants or a cross-default.
To make either of the above elections, we must deposit in trust with the trustee
money and/or U.S. government obligations, as defined below, which through the
payment of principal and interest in accordance with their terms will provide
sufficient money, without reinvestment, to repay in full those Company Senior
Securities. As used in the Company Senior Indenture, "U.S. government
obligations" are:
(1) direct obligations of the United States or of an agency or
instrumentality of the United States, in either case that is or is
guaranteed as a full faith and credit obligation of the United States and
that is not redeemable by the issuer; and
(2) depositary receipts with respect to an obligation referred to in
clause (1).
As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of Company Senior Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the defeasance or covenant defeasance and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if defeasance or covenant defeasance had not occurred. That
opinion, in the case of defeasance, but not covenant defeasance, must refer to
and be based upon a ruling received by us from the Internal Revenue Service or
published as a revenue ruling or upon a change in applicable Federal income tax
law.
If we exercise our covenant defeasance option with respect to a particular
series of Company Senior Securities, then even if there were a default under the
related covenant, payment of those Company Senior Securities could not be
accelerated. We may exercise our defeasance option with respect to a particular
series of Company Senior Securities even if we previously had exercised our
covenant defeasance option. If we exercise our defeasance option, payment of
those Company Senior Securities may not be accelerated because of any event of
default. If we
8
<PAGE> 12
exercise our covenant defeasance option and an acceleration were to occur, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on those Company Senior Securities. This is because the
required deposit of money and/or U.S. government obligations in the defeasance
trust is based upon scheduled cash flows rather than market value, which will
vary depending upon interest rates and other factors.
Modification of the Indenture. We and the trustee may modify the Company Senior
Indenture with the consent of the holders of not less than a majority in
principal amount of each series of outstanding Company Senior Securities
affected by the modification. However, without the consent of each affected
holder, no such modification may:
- change the stated maturity of any Company Senior Security;
- reduce the principal amount of, or premium, if any, on, any Company Senior
Security;
- reduce the rate of payment of interest on any Company Senior Security, or
change other specified provisions relating to the yield of the Company Senior
Security;
- change the currency or currencies in which any Company Senior Security is
payable;
- reduce the percentage of holders of outstanding Company Senior Securities of
any series required to consent to any modification, amendment or any waiver
under the Company Senior Indenture; or
- change the provisions in the Company Senior Indenture that relate to its
modification or amendment.
We and the trustee may amend the Company Senior Indenture without the consent of
the holders of the Company Senior Securities in the event we merge with another
person, to replace the trustee, to effect modifications that do not affect any
outstanding series of Company Senior Securities, and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any Company Senior Securities, consolidate or merge with any other
person or transfer or lease all or substantially all of our assets to another
person or permit another corporation to merge into J.P. Morgan Chase, provided
that:
(1) the successor is a person organized under U.S. laws;
(2) the successor, if not us, assumes our obligations on the Company
Senior Securities and under the Company Senior Indenture;
(3) after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would become an
event of default, has occurred and is continuing; and
(4) other specified conditions are met.
The principal terms of the Company Senior Securities issued and outstanding as
of the date of this prospectus are set forth below. Interest on the below series
accrues at the annual rate indicated in the title of the series and is payable
on the indicated interest payment dates to the registered holders on the
preceding record date.
5 3/4% SENIOR NOTES DUE 2004
- Initial principal amount of series (subject to increase): $500,000,000
- Maturity date: April 15, 2004
- Interest payment dates: April 15 and October 15
- Record dates: April 1 and October 1
- Issuance date: April 26, 1999
- Redemption: Not redeemable prior to maturity and not subject to a sinking
fund.
SENIOR MEDIUM-TERM NOTES, SERIES C
As of the date of this prospectus, $9,964,390,000 aggregate principal amount of
our Senior Medium-Term Notes, Series C (the "Senior Series C Notes") is issued
and outstanding. In the table below we specify the following terms of those
Senior Series C Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
9
<PAGE> 13
The interest rate bases or formulas applicable to Senior Series C Notes that
bear interest at floating rates are indicated in the table below. The Senior
Series C Notes are not subject to a sinking fund and are not redeemable unless a
redemption date is indicated below. Unless otherwise indicated below, Senior
Series C Notes that are redeemable are redeemable at 100% of their principal
amount, plus accrued and unpaid interest, if any, to the redemption date.
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
November 10, 1995...... $ 25,000,000 November 10, 2005...... Constant maturity 10 year Treasury Index
minus 0.34%
November 15, 1995...... 10,000,000 May 15, 2001........... Constant maturity 5 year Treasury Index
minus 0.15%
August 5, 1997......... 300,000,000 August 5, 2027......... Zero coupon; redeemable on semiannual redemption
dates on or after August 5, 2002 at prices
varying with the redemption date
August 15, 1997........ 115,000,000 August 15, 2017........ Zero coupon; redeemable on semiannual redemption
dates on or after August 15, 2001 at prices
varying with the redemption date
January 12, 1998....... 75,000,000 January 12, 2001....... LIBOR Telerate reset quarterly + 0.025%
January 20, 1998....... 15,000,000 January 21, 2003....... LIBOR Telerate reset monthly + 0.14%
February 13, 1998...... 66,000,000 February 13, 2003...... LIBOR Telerate reset quarterly + 0.15%
February 20, 1998...... 11,079,000 February 22, 2028...... LIBOR Telerate reset monthly minus 0.10%;
repayable at the option of the holder on
February 22 of 2008, 2011, 2014 and 2018 at
prices varying with the redemption date
February 26, 1998...... 100,000,000 February 26, 2001...... LIBOR Telerate reset quarterly + 0.06%
March 25, 1998......... 500,000,000 March 25, 1999......... LIBOR Telerate reset quarterly minus 0.09%
December 8, 1998....... 200,000,000 December 10, 2001...... LIBOR Telerate reset quarterly + 0.30%
December 23, 1998...... 100,000,000 December 21, 2001...... LIBOR Telerate reset quarterly + 0.26%
January 20, 1999....... 60,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 21, 1999....... 50,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 21, 1999....... 10,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 25, 1999....... 60,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 25, 1999....... 100,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 28, 1999....... 25,000,000 January 28, 2004....... LIBOR Telerate reset quarterly + 0.27%
January 29, 1999....... 140,000,000 January 29, 2002....... LIBOR Telerate reset quarterly + 0.17%
February 10, 1999...... 100,000,000 February 10, 2004...... 5.69%
March 18, 1999......... 50,000,000 March 18, 2002......... LIBOR Telerate reset monthly + 0.135%
March 18, 1999......... 15,000,000 March 18, 2002......... LIBOR Telerate reset monthly + 0.135%
March 26,1999.......... 35,000,000 March 26, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 50,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 20,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 75,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 50,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 25,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 25,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 35,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12%
April 23, 1999......... 25,000,000 April 23, 2001......... LIBOR Telerate reset quarterly + 0.03%
April 29, 1999......... 50,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03%
April 29, 1999......... 500,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03%
April 29, 1999......... 150,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03%
April 29, 1999......... 50,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03%
April 29, 1999......... 75,000,000 April 29, 2002......... LIBOR Telerate reset quarterly + 0.10%
April 29, 1999......... 25,000,000 April 30, 2001......... LIBOR Telerate reset quarterly
April 30, 1999......... 75,000,000 April 30, 2002......... LIBOR Telerate reset quarterly + 0.10%
May 4, 1999............ 25,000,000 May 4, 2001............ Federal Funds Rate reset daily + 0.26%
May 4, 1999............ 50,000,000 May 6, 2002............ Federal Funds Rate reset daily + 0.35%
October 26, 1999....... 35,311,000 October 26, 2039....... LIBOR Telerate reset quarterly minus 0.10%;
repayable at the option of the holder on October
26 of 2009, 2012, 2015 and 2018 at prices
varying with the redemption date.
November 24, 1999...... 300,000,000 December 1, 2004....... 6.75%
December 15, 1999...... 400,000,000 December 17, 2001...... LIBOR Telerate reset quarterly + 0.10%
January 6, 2000........ 600,000,000 January 3, 2002........ LIBOR Telerate reset quarterly + 0.08%
January 25, 2000....... 100,000,000 January 14, 2005....... 7.50%
February 4, 2000....... 270,000,000 February 1, 2002....... 7.20%
</TABLE>
10
<PAGE> 14
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
February 18, 2000...... $ 255,000,000 February 15, 2002...... 7.22%
February 18, 2000...... 50,000,000 February 15, 2002...... 7.22%
February 18, 2000...... 50,000,000 February 1, 2002....... LIBOR Telerate reset quarterly + 0.08%
February 22, 2000...... 50,000,000 February 22, 2002...... Federal Funds Rate reset daily + 0.30%
February 22, 2000...... 50,000,000 February 22, 2002...... LIBOR Telerate reset quarterly + 0.08%
February 22, 2000...... 50,000,000 February 22, 2002...... LIBOR Telerate reset quarterly + 0.11%
February 24, 2000...... 20,000,000 February 24, 2005 LIBOR Telerate reset monthly + 0.20%
March 1, 2000.......... 30,000,000 March 3, 2003.......... LIBOR Telerate reset quarterly + 0.12%
March 8, 2000.......... 30,000,000 March 8, 2005.......... LIBOR Telerate reset quarterly + 0.63%
March 8, 2000.......... 25,000,000 March 8, 2006.......... LIBOR Telerate reset quarterly + 0.60%
March 8, 2000.......... 20,000,000 March 8, 2005.......... LIBOR Telerate reset quarterly + 0.50%
March 17, 2000......... 50,000,000 March 17, 2003......... LIBOR Telerate reset quarterly + 0.12%
March 17, 2000......... 15,000,000 March 17, 2003......... LIBOR Telerate reset quarterly + 0.12%
March 21, 2000......... 25,000,000 March 21, 2005......... LIBOR Telerate reset quarterly + 0.20%
March 27, 2000......... 1,570,000,000 March 22, 2002......... LIBOR Telerate reset quarterly + 0.07%
March 28, 2000......... 350,000,000 March 28, 2002......... LIBOR Telerate reset monthly + 0.12%
March 29, 2000......... 158,000,000 March 29, 2005......... LIBOR Telerate reset quarterly + 0.22%
June 7, 2000........... 100,000,000 June 7, 2002........... 7.36%
June 14, 2000.......... 30,000,000 June 14, 2005.......... LIBOR Telerate reset quarterly + 0.34 with a
maximum interest rate of 9 1/2%
July 6, 2000........... 275,000,000 July 8, 2002........... LIBOR Telerate reset quarterly + 0.12%
July 6, 2000........... 725,000,000 July 8, 2002........... LIBOR Telerate reset quarterly + 0.10%
September 6, 2000...... 100,000,000 September 6, 2002...... LIBOR Telerate reset monthly + 0.11%
September 8, 2000...... 25,000,000 September 6, 2002...... LIBOR Telerate reset monthly + 0.11%
September 11, 2000..... 175,000,000 September 11, 2002..... LIBOR Telerate reset monthly + 0.11%
September 11, 2000..... 244,000,000 September 11, 2002..... LIBOR Telerate reset monthly + 0.11%
September 11, 2000..... 55,000,000 September 11, 2002..... LIBOR Telerate reset monthly + 0.11%
September 13, 2000..... 265,000,000 September 15, 2003..... LIBOR Telerate reset quarterly + 0.15%
</TABLE>
COMPANY SUBORDINATED SECURITIES
The Company Subordinated Securities are our direct, unsecured general
obligations. The Company Subordinated Securities are subordinate and junior in
right of payment to all Company Senior Indebtedness and, in certain
circumstances described below relating to our dissolution, winding-up,
liquidation or reorganization, to all Additional Senior Obligations. For
definitions of "Company Senior Indebtedness" and "Additional Senior
Obligations", see "-- Subordination" below.
Unless otherwise indicated below with respect to a particular series of Company
Subordinated Securities, the maturity of the Company Subordinated Securities is
subject to acceleration only upon our bankruptcy or reorganization. See
"Defaults and Waivers" below.
If any Company Subordinated Securities are specified to be convertible into our
common stock, the holders will be entitled, as specified, to convert those
convertible Company Subordinated Securities into common stock at the conversion
price specified.
To the extent specified below with respect to a particular series of Company
Subordinated Securities, the holders of the particular series may be obligated
at maturity, or at any earlier time as set forth below, to exchange that series
of Company Subordinated Securities for Capital Securities on terms specified
below. Capital Securities may consist of our common stock, perpetual preferred
stock or other capital securities acceptable to our primary Federal banking
regulator, which currently is the Federal Reserve Board. Whenever Company
Subordinated Securities are exchangeable for Capital Securities, we will be
obligated to deliver Capital Securities with a market value equal to the
principal amount of those Company Subordinated Securities. In addition, we will
unconditionally undertake, at our expense, to sell the Capital Securities in a
secondary offering on behalf of any holders who elect to receive cash for the
Capital Securities.
Subordination. The Company Subordinated Securities are subordinated and junior
in right of payment to all Company Senior Indebtedness and, under certain
circumstances, Additional Senior Obligations. As of September 30, 2000, on a pro
forma basis after giving effect to the Merger our
11
<PAGE> 15
Company Senior Indebtedness and Additional Senior Obligations totaled
approximately $50 billion.
As used in this prospectus, "Company Senior Indebtedness" means the principal
of, and premium, if any, and interest on all indebtedness for money borrowed by
us, whether outstanding on the date the Company Subordinated Indenture became
effective or created, assumed or incurred after that date, including all
indebtedness for money borrowed by another person that we guarantee. However,
Company Senior Indebtedness does not include indebtedness that is stated to be
not superior to or to have the same rank as the Company Subordinated Securities.
In particular, Company Senior Indebtedness does not include (A) Antecedent
Company Subordinated Indebtedness (as defined below), (B) Company Subordinated
Securities issued on or after December 15, 1992, (C) Assumed Heritage Chase
Subordinated Indebtedness, as defined below, (D) Assumed Heritage JPM
Subordinated Indebtedness, as defined below, and (E) other debt of J.P. Morgan
Chase that is expressly stated to have the same rank as or to not rank superior
to the Company Subordinated Securities (that other debt is referred to as "Other
Subordinated Indebtedness").
The Company Subordinated Indenture defines "Additional Senior Obligations" to
mean all indebtedness of J.P. Morgan Chase for claims in respect of derivative
products, such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements, except Company Senior Indebtedness and
except obligations that are expressly stated to have the same rank as or to rank
not senior to the Company Subordinated Securities. For purposes of this
definition, "claim" shall have the meaning assigned thereto in Section 101(4) of
the Bankruptcy Code of 1978, as amended and in effect on the date of execution
of this Indenture.
Antecedent Company Subordinated Indebtedness means all outstanding subordinated
indebtedness of J.P. Morgan Chase issued prior to December 15, 1992, other than
Assumed Heritage Chase Subordinated Indebtedness and Assumed Heritage JPM
Subordinated Indebtedness.
Assumed Heritage Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness that we assumed as a result of our merger with The
Chase Manhattan Corporation.
Assumed Heritage JPM Subordinated Indebtedness means all outstanding
subordinated indebtedness that we assumed as a result of our merger with J.P.
Morgan.
Under the Company Subordinated Indenture, we may not make any payment on the
Company Subordinated Securities or exchange any Company Subordinated Securities
for Capital Securities in the event:
- we have failed to make full payment of all amounts of principal, and premium,
if any, and interest, if any, due on all Company Senior Indebtedness; or
- there shall exist any event of default on any Company Senior Indebtedness or
any event which, with notice or lapse of time or both, would become such an
event of default.
In addition, upon our dissolution, winding-up, liquidation or reorganization:
- we must pay to the holders of Company Senior Indebtedness the full amounts of
principal of, and premium, if any, and interest, if any, on the Company Senior
Indebtedness before any payment or distribution is made on the Company
Subordinated Securities, and
- if, after we have made those payments on the Company Senior Indebtedness,
there are amounts available for payment on the Company Subordinated Securities
and creditors in respect of Additional Senior Obligations have not received
their full payments,
then we will first use amounts available for payment on the Company Subordinated
Securities, other than Antecedent Company Subordinated Indebtedness, to pay in
full all Additional Senior Obligations before we may make any payment on the
Company Subordinated Securities.
For additional information regarding the relationship among the provisions
governing our various series of subordinated indebtedness, see "Relationship
Among Subordination Provisions" below.
Limitation on Disposition of Voting Stock of Chase Bank. Except as noted below,
the Company Subordinated Indenture does not contain a covenant prohibiting us
from selling or otherwise disposing of any shares of voting stock of Chase
12
<PAGE> 16
Bank, or securities convertible into, or options, warrants or rights to purchase
shares of voting stock of Chase Bank. The Company Subordinated Indenture also
does not prohibit Chase Bank from issuing any shares of its voting stock or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock. However, the Company Subordinated Indenture does contain a
covenant, which is for the exclusive benefit of the holders of the Antecedent
Company Subordinated Indebtedness and which is subject to the provisions
described below under "Consolidation, Merger and Sale of Assets," that we will
not sell or otherwise dispose of any shares of voting stock of Chase Bank, or
securities convertible into, or options, warrants or rights to purchase shares
of, voting stock of Chase Bank, nor will we permit Chase Bank to issue any such
shares of its voting stock or securities convertible into, or options, warrants
or rights to purchase shares of its voting stock. However, that covenant does
not prohibit:
- issuances or sales of directors' qualifying shares;
- issuances or sales of shares to us;
- sales or other dispositions or issuances for fair market value, as determined
by our board of directors, so long as we would continue to own directly or
indirectly not less than 80% of the issued and outstanding shares of the
voting stock of Chase Bank;
- sales or other dispositions or issuances made in compliance with an order or
direction of a court or regulatory authority of competent jurisdiction; and
- sales of voting stock by Chase Bank to its shareholders if those sales do not
reduce the percentage of shares of voting stock owned by us.
Defaults and Waivers. The Company Subordinated Indenture defines an event of
default (1) with respect to Antecedent Company Subordinated Indebtedness, as any
one of certain events of bankruptcy, insolvency and reorganization affecting
J.P. Morgan Chase; and (2) with respect to Company Subordinated Securities, as
any one of certain events of bankruptcy or reorganization affecting J.P. Morgan
Chase and any other event described below as an event of default for a
particular series.
If an event of default occurs and is continuing with respect to any outstanding
series of Company Subordinated Securities, the trustee or the holders of at
least 25% in aggregate principal amount of that outstanding series may declare
the principal, or, in the case of original issue discount Company Subordinated
Securities, a specified amount of principal, of all Company Subordinated
Securities of that series to be due and payable immediately in cash. Subject to
specified conditions, the holders of not less than a majority in aggregate
principal amount of the Company Subordinated Securities of that series may annul
the declaration and waive past defaults. The right of the holders of the Company
Subordinated Securities of a series to demand payment in cash upon the
occurrence and continuance of an event of default continues to exist so long as
the Company Subordinated Securities of that series have not been exchanged or
converted. Any right to enforce that payment in cash would, in the event of our
bankruptcy or reorganization, be subject to the broad equity powers of a Federal
bankruptcy court and to its determination of the nature and status of the
payment claims of the holders of the Company Subordinated Securities. Prior to
any declaration of acceleration, the holders of a majority in aggregate
principal amount of the applicable series of Company Subordinated Securities may
waive any past default or event of default, except a payment default.
Unless otherwise provided in the terms of a series of Company Subordinated
Securities, there is no right of acceleration of the payment of principal of the
Company Subordinated Securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture. In the event of a default in the payment of interest or principal
(including a default in the delivery of any Capital Securities in exchange for
Company Subordinated Securities) or in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture, the trustee may, subject to specified limitations and conditions,
seek to enforce that payment (or delivery) or the performance of that covenant
or agreement.
The Company Subordinated Indenture requires the trustee, within 90 days after
the occurrence of a default with respect to Company Subordinated
13
<PAGE> 17
Securities of any series, to give the holders of that series notice of all
uncured defaults known to it. However, except in cases involving our bankruptcy
or reorganization, a payment default or a default in the obligation to deliver
Capital Securities in exchange for Company Subordinated Securities, the trustee
may withhold the notice if it determines in good faith that the withholding of
the notice is in the interest of those holders. We are required to furnish to
the trustee annually an officers' certificate as to the absence of defaults
under the Company Subordinated Indenture. The term "default" for purposes of
this provision includes the events of default specified above without grace
periods or notice.
Other than the duties of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights or
powers under the Company Subordinated Indenture at the request or direction of
any of the holders of the Company Subordinated Securities, unless those holders
have offered the trustee reasonable security or indemnity. Subject to that
provision for security or indemnity, the holders of a majority in principal
amount of the Company Subordinated Securities of any series then outstanding
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to, or exercising any trust or power conferred on, the
trustee with respect to the Company Subordinated Securities of that series.
Modification of the Indenture. The Company Subordinated Indenture contains
provisions permitting us and the trustee to modify the Company Subordinated
Indenture or the rights of the holders of the Company Subordinated Securities
with the consent of the holders of not less than a majority in principal amount
of each outstanding series of the Company Subordinated Securities affected by
the modification. However, no such modification may, without the consent of each
holder of Company Subordinated Securities affected by the modification:
- change the stated maturity date of the principal of, or any installment of
principal of or interest on, any Company Subordinated Security;
- reduce the principal amount of, or premium, if any, or interest, if any, on
any Company Subordinated Security;
- reduce the portion of the principal amount of an original issue discount
Company Subordinated Security payable upon acceleration of the maturity of
that Company Subordinated Security;
- reduce any amount payable upon redemption of any Company Subordinated
Security;
- change the place or places where, or the currency in which, any Company
Subordinated Security or any premium or interest is payable;
- change the definition of market value;
- impair the right of any holders of Company Subordinated Securities of any
series to receive on any exchange date for Company Subordinated Securities of
that series Capital Securities with a market value equal to that required by
the terms of the Company Subordinated Securities;
- impair the conversion rights, if any, of any holders;
- impair the right of a holder to institute suit for the enforcement of any
payment on or with respect to any Company Subordinated Security, including any
right of redemption at the option of the holder of that Company Subordinated
Security, or impair any rights to the delivery of Capital Securities in
exchange for any Company Subordinated Security or to require us to sell
Capital Securities in a secondary offering or to require the delivery of
common stock, Company Debt Securities or other property upon conversion of
Company Subordinated Securities;
- reduce the above-stated percentage of Company Subordinated Securities of any
series the consent of the holders of which is necessary to modify or amend the
Company Subordinated Indenture, or reduce the percentage of Company
Subordinated Securities of any series the holders of which are required to
waive any past default or event of default; or
- modify the foregoing requirements.
The Company Subordinated Indenture permits us and the trustee to amend the
Company Subordinated Indenture without the consent of the holders of Company
Subordinated Securities in the event of the merger of J.P. Morgan Chase, the
replacement of the trustee, to effect modifications which do not affect any
outstanding series of Company Subordinated Securities and for certain other
purposes.
Consolidation, Merger and Sale of Assets. We may not merge or consolidate with
any other
14
<PAGE> 18
corporation or sell or convey all or substantially all of our assets to any
other corporation, unless:
- we are the continuing corporation or the successor corporation expressly
assumes the payment of the principal of (including issuance and delivery of
Capital Securities) and premium, if any, and interest, if any, on the Company
Subordinated Securities and the performance and observance of all the
covenants and conditions of the Company Subordinated Indenture binding upon
us; and
- we or the successor corporation shall not, immediately after the merger,
consolidation, sale or conveyance, be in default in the performance of any
such covenant or condition.
The principal terms of the Company Subordinated Securities issued and
outstanding as of the date of this prospectus are set forth below. Unless
otherwise indicated below, interest on each series listed below accrues at the
annual rate indicated in the title of the series and is payable semiannually in
arrears on the indicated interest payment dates to the registered holders on the
preceding record date. Unless otherwise indicated below, Company Subordinated
Securities of the series listed below are not redeemable prior to their stated
maturity and are not subject to a sinking fund.
8 1/2% SUBORDINATED NOTES DUE 2002
- Principal amount of series: $200,000,000
- Maturity date: February 15, 2002
- Interest payment dates: February 15 and August 15
- Record dates: February 1 and August 1
- Issuance date: February 10, 1992
- Other terms: The happening of one or more of the following events will
constitute an event of default:
(1) default for 30 days in the payment of any installment of interest;
(2) default in the payment, when due, of principal;
(3) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements with
respect to this series; and
(4) certain events of bankruptcy, insolvency and reorganization
affecting us or the Bank.
8 5/8% SUBORDINATED DEBENTURES DUE 2002
- Principal amount of series: $150,000,000
- Maturity date: May 1, 2002
- Interest payment dates: May 1 and November 1
- Record dates: April 15 and October 15
- Issuance date: May 6, 1992
8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002
- Principal amount of series: $100,000,000
- Maturity date: June 15, 2002
- Interest payment dates: June 15 and December 15
- Record dates: June 1 and December 1
- Issuance date: June 23, 1992
7 5/8% SUBORDINATED NOTES DUE 2003
- Principal amount of series: $200,000,000
- Maturity date: January 15, 2003
- Interest payment dates: January 15 and July 15
- Record dates: January 1 and July 1
- Issuance date: January 22, 1993
7 1/8% SUBORDINATED DEBENTURES DUE 2005
- Principal amount of series: $200,000,000
- Maturity date: March 1, 2005
- Interest payment dates: March 1 and September 1
- Record dates: February 15 and August 15
- Issuance date: March 1, 1993
6 1/2% SUBORDINATED DEBENTURES DUE 2009
- Principal amount of series: $200,000,000
- Maturity date: January 15, 2009
- Interest payment dates: January 15 and July 15
- Record dates: January 1 and July 1
- Issuance date: January 25, 1994
7 7/8% SUBORDINATED DEBENTURES DUE 2006
- Principal amount of series: $150,000,000
- Maturity date: July 15, 2006
- Interest payment dates: January 15 and July 15
- Record dates: January 1 and July 1
- Issuance date: July 27, 1994
7 1/8% SUBORDINATED NOTES DUE 2007
- Principal amount of series: $300,000,000
- Maturity date: February 1, 2007
- Interest payment dates: February 1 and August 1
15
<PAGE> 19
- Record dates: January 15 and July 15
- Issuance date: January 29, 1997
7 1/4% SUBORDINATED NOTES DUE 2007
- Principal amount of series: $300,000,000
- Maturity date: June 1, 2007
- Interest payment dates: June 1 and December 1
- Record dates: May 15 and November 15
- Issuance date: May 21, 1997
7 1/8% SUBORDINATED NOTES DUE 2009
- Principal amount of series: $250,000,000
- Maturity date: June 15, 2009
- Interest payment dates: June 15 and December 15
- Record dates: June 1 and December 1
- Issuance date: June 12, 1997
6 3/8% SUBORDINATED NOTES DUE 2008
- Principal amount of series: $200,000,000
- Maturity date: February 15, 2008
- Interest payment dates: February 15 and August 15
- Record dates: February 1 and August 1
- Issuance date: February 11, 1998
6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008
- Principal amount of series: $250,000,000
- Maturity date: April 1, 2008
- Interest payment dates: April 1 and October 1
- Record dates: March 15 and September 15
- Issuance date: April 7, 1998
6% SUBORDINATED NOTES DUE 2009
- Initial principal amount of series (subject to increase): $350,000,000
- Maturity date: February 15, 2009
- Interest payment dates: February 15 and August 15
- Record dates: February 1 and August 1
- Issuance date: February 23, 1999
7% SUBORDINATED NOTES DUE 2009
- Initial principal amount of series (subject to increase): $500,000,000
- Maturity date: November 15, 2009
- Interest payment dates: May 15 and November 15
- Record dates: May 1 and November 1
- Issuance date: November 22, 1999
7.875% SUBORDINATED NOTES DUE 2010
- Initial principal amount of series (subject to increase): $500,000,000
- Maturity date: June 15, 2010
- Interest payment dates: June 15 and December 15
- Record dates: June 1 and December 1
- Issuance date: June 9, 2010
SUBORDINATED MEDIUM-TERM NOTES, SERIES A
As of the date of this prospectus, $1,170,000,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series A (the "Subordinated Series A Notes") is
or is scheduled to become issued and outstanding. In the table below we specify
the following terms of those Subordinated Series A Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
The Subordinated Series A Notes are not subject to a sinking fund and are not
redeemable unless a redemption date is indicated below. Unless otherwise
indicated below, Subordinated Series A Notes that are redeemable are redeemable
at 100% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date.
<TABLE>
<CAPTION>
PRINCIPAL MATURITY INTEREST RATE/REDEMPTION
ISSUANCE DATE AMOUNT DATE TERMS
------------- --------- -------- ------------------------
<S> <C> <C> <C> <C>
April 5, 1995............... $ 15,000,000 ......... April 5, 2005............... 10%; converts to LIBOR
reset semiannually on April
5, 1999 but in no event
shall the rate be less than
3%
</TABLE>
16
<PAGE> 20
<TABLE>
<CAPTION>
PRINCIPAL MATURITY INTEREST RATE/REDEMPTION
ISSUANCE DATE AMOUNT DATE TERMS
------------- --------- -------- ------------------------
<S> <C> <C> <C> <C>
May 24, 1995................ $ 15,000,000 ......... May 24, 2002................ 7.11%; redeemable semi-
annually on or after May
24, 2000
May 25, 1995................ 25,000,000 ......... May 25, 2007................ 7.73%; redeemable semi-
annually on or after May
25, 2000
June 15, 1995............... 10,000,000 ......... June 15, 2010............... 7.25%; redeemable monthly
on or after June 15, 2000
March 24, 1997.............. 250,000,000 ......... March 24, 2027.............. Zero coupon; redeemable in
whole only annually on or
after March 24, 2007 at
prices varying with the
redemption date.
March 24, 1997.............. 100,000,000 ......... March 24, 2027.............. Zero coupon; redeemable in
whole only annually on or
after March 24, 2007 at
prices varying with the
redemption date.
September 24, 1997.......... 100,000,000 ......... September 15, 2006.......... 6.75%
November 5, 1997............ 20,000,000 ......... November 5, 2012............ 7.00%; redeemable semi-
annually on or after
November 5, 2001
November 20, 1997........... 25,000,000 ......... November 20, 2017........... 7.00%; redeemable semi-
annually on or after
November 20, 2001
March 24, 1997.............. 100,000,000 ......... March 24, 2027.............. Zero coupon; redeemable in
whole only annually on or
after March 24, 2007 at
prices varying with the
redemption date.
September 24, 1997.......... 100,000,000 ......... September 15, 2006.......... 6.75%
November 5, 1997............ 20,000,000 ......... November 5, 2012............ 7.00%; redeemable semi-
annually on or after
November 5, 2001
November 20, 1997........... 25,000,000 ......... November 20, 2017........... 7.00%; redeemable semi-
annually on or after
November 20, 2001
July 30, 1999............... 25,000,000 ......... July 30, 2009............... 7.00%; redeemable in whole
only quarterly on or after
July 30, 2002
August 20, 1999............. 55,000,000 ......... August 20, 2009............. 7.40%; redeemable in whole
only semi-annually on or
after August 20, 2002
August 27, 1999............. 25,000,000 ......... August 27, 2009............. 7.55%; redeemable in whole
only semi-annually on or
after August 27, 2002
August 27, 1999............. 40,000,000 ......... August 27, 2009............. 7.375%; redeemable in whole
only semi-annually on or
after August 27, 2002
November 26, 1999........... 45,000,000 ......... November 26, 2014........... 7.50%; redeemable in whole
only quarterly on or after
November 26, 2002
February 22, 2000........... 75,000,000 ......... February 22, 2010........... 8%; redeemable in whole or
in part [semi-annually] on
or after February 22, 2003
</TABLE>
17
<PAGE> 21
<TABLE>
<CAPTION>
PRINCIPAL MATURITY INTEREST RATE/REDEMPTION
ISSUANCE DATE AMOUNT DATE TERMS
------------- --------- -------- ------------------------
<S> <C> <C> <C> <C>
February 28, 2000........... $ 25,000,000 ......... March 2, 2015............... 8.05%; redeemable in whole
or in part semi-annually on
or after February 28, 2003
May 24, 2000................ 25,000,000 ......... June 1, 2015................ 8.15%; redeemable in whole
only semi-annually on or
after June 1, 2003
August 18, 2000............. 50,000,000 ......... August 18, 2015............. 8.00%; redeemable in whole
only semi-annually on or
after August 18, 2003
</TABLE>
SUBORDINATED MEDIUM-TERM NOTES, SERIES B
As of the date of this prospectus, $177,250,000 aggregate principal amount of
our Subordinated Medium-Term Notes, Series B (the "Subordinated Series B Notes")
is issued and outstanding. In the table below we specify the following terms of
those Subordinated Series B Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
The Subordinated Series B Notes are not subject to a sinking fund and are not
redeemable unless a redemption date is indicated below. Unless otherwise
indicated below, Subordinated Series B Notes that are redeemable are redeemable
at 100% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- --------- ------------- ----
<S> <C> <C> <C> <C>
March 31, 1995.............. $ 1,250,000 ......... August 30, 2004............. Zero Coupon
April 7, 1995............... 3,000,000 ......... April 7, 2002............... Zero Coupon
April 28, 1995.............. 8,500,000 ......... May 15, 2005................ 7.60%; redeemable monthly on
or after May 15, 2000
May 5, 1995................. 8,000,000 ......... May 15, 2005................ 7.60%; redeemable monthly on
or after May 15, 2000
May 12, 1995................ 4,750,000 ......... May 15, 2005................ 7.60%; redeemable monthly on
or after May 15, 2000
May 17, 1995................ 25,000,000 ......... June 17, 2005............... 7.50%; redeemable monthly on
or after May 17, 2000
May 19, 1995................ 3,000,000 ......... June 15, 2005............... 7.25%; redeemable monthly on
or after June 15, 2000
May 25, 1995................ 50,000,000 ......... May 15, 2010................ 7.50%; redeemable in whole
only semi-annually on or
after May 15, 2000
May 26, 1995................ 1,250,000 ......... June 15, 2005............... 7.15%; redeemable monthly on
or after June 15, 2000
June 2, 1995................ 2,500,000 ......... June 15, 2005............... 7.15%; redeemable monthly on
or after June 15, 2000
June 30, 1995............... 15,000,000 ......... June 15, 2007............... 7.05%; redeemable semi-
annually on or after June
15, 2000
July 28, 1995............... 25,000,000 ......... July 15, 2010............... 7.58%; redeemable in whole
only semi-annually on or
after July 15, 2000
August 1, 1995.............. 15,000,000 ......... August 15, 2005............. 7.125%; redeemable monthly
on or after August 15, 2000
August 25, 1995............. 15,000,000 ......... August 25, 2010............. 7.35%; redeemable monthly on
or after August 25, 2000
</TABLE>
18
<PAGE> 22
INFORMATION CONCERNING THE TRUSTEES
J.P. Morgan Chase, Chase Bank and some of our other subsidiaries maintain
deposits and conduct other banking transactions with the trustees under each of
the Company Indentures in the ordinary course of business. U.S. Bank Trust
National Association is also trustee under the Heritage Chase Subordinated
Indenture and the Heritage JPM Indentures referred to under "Description of
Heritage J.P. Morgan Debt Securities" below and under our Indenture, dated as of
November 10, 1996, as amended, with respect to our junior subordinated
indebtedness supporting the capital securities of Heritage JPM Capital Trust I
and Heritage JPM Capital Trust II (the "Heritage JPM Junior Subordinated
Indenture"). Bankers Trust Company is also trustee under the Heritage Chase
Senior Indenture referred to below.
HERITAGE CHASE DEBT SECURITIES
In connection with our merger with The Chase Manhattan Corporation ("heritage
Chase"), we assumed the obligations of heritage Chase with respect to senior
debt securities described below (the "Heritage Chase Senior Securities") and
subordinated debt securities described below (the "Heritage Chase Subordinated
Securities," and together with the Heritage Chase Senior Securities, the
"Heritage Chase Debt Securities"). The following summary of the provisions of
the Heritage Chase Debt Securities and the indentures under which they were
issued (the "Heritage Chase Indentures") is not complete. You should refer to
the Heritage Chase Indentures, copies of which are exhibits to the registration
statement.
We have issued the Heritage Chase Senior Securities under an Indenture, dated as
of July 1, 1986 (as amended, the "Heritage Chase Senior Indenture"), between us
and Bankers Trust Company, as Trustee. We have issued the Heritage Chase
Subordinated Securities under an Indenture, dated as of May 1, 1987, as amended
and restated as of September 1, 1993 (as amended, the "Heritage Chase
Subordinated Indenture"), between us and U.S. Bank Trust National Association,
as trustee.
HERITAGE CHASE SENIOR SECURITIES
The Heritage Chase Senior Securities are our direct, unsecured general
obligations and constitute senior indebtedness having the same rank as our other
senior indebtedness.
Limitation on Disposition of Voting Stock of Chase Bank. The Heritage Chase
Senior Indenture contains a covenant by us that, so long as any Heritage Chase
Senior Securities are outstanding, we will not create a security interest in
more than 20% of the shares of voting stock of Chase Bank, or permit more than
20% of those shares (exclusive of directors' qualifying shares) to be held
directly or indirectly other than by (1) us or (2) a corporation that is
wholly-owned (except for directors' qualifying shares) by us.
Defaults and Waivers. The Heritage Chase Senior Indenture defines an event of
default with respect to any series of Heritage Chase Senior Securities as any
one or more of the following events:
(1) default in the payment of interest on any Heritage Chase Senior
Securities of that series for a period of 30 days;
(2) default in the payment of the principal of (or premium, if any,
on) any Heritage Chase Senior Securities of that series;
(3) default in performance of any of our covenants or warranties
contained in the Heritage Chase Senior Indenture for the benefit of
Heritage Chase Senior Securities of that series for a period of 60 days
after notice of the default or breach has been given to us;
(4) certain events of bankruptcy, insolvency or reorganization of J.P.
Morgan Chase; and
(5) any other event of default specified with respect to the Heritage
Chase Senior Securities of that series.
If an event of default occurs and is continuing with respect to the Heritage
Chase Senior Securities of any series, the trustee or the holders of not less
than 25% in principal amount of the Heritage Chase Senior Securities of that
series then outstanding may declare the principal of the Heritage Chase Senior
Securities of that series or, if the Heritage Chase Senior Securities of that
series were issued as original issue discount Heritage Chase Senior Securities,
a specified portion of that principal amount, to be due and payable immediately.
Under specified conditions the holders of not less than a majority in principal
amount of the Heritage Chase Senior Securities of that series may annul the
declaration and waive past defaults.
19
<PAGE> 23
The Heritage Chase Senior Indenture requires the trustee, within 90 days after
the occurrence of a default known to it with respect to any outstanding series
of Heritage Chase Senior Securities, to give the holders of that series notice
of the default if uncured or not waived. The trustee may withhold the notice if
it determines in good faith that the withholding of the notice is in the
interest of those holders. However, the trustee may not withhold the notice in
the case of a payment default. The trustee may not give the above notice until
30 days after the occurrence of a default in the performance of a covenant in
the Heritage Chase Senior Indenture other than a covenant to make payment. The
term "default" for the purposes of this provision means any event which is, or
after notice or lapse of time or both would become, an event of default with
respect to Heritage Chase Senior Securities of that series.
Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
Heritage Chase Senior Indenture at the request or direction of the holders,
unless the holders have offered the trustee reasonable indemnity. Subject to
that requirement for indemnity and other specified conditions, the holders of a
majority in principal amount of the outstanding Heritage Chase Senior Securities
of any series may direct the time, method and place of conducting any proceeding
for any remedy available to, or exercising any trust or power conferred on, the
trustee with respect to the Heritage Chase Senior Securities of that series.
Modification of the Indenture. We and the trustee may modify the Heritage Chase
Senior Indenture with the consent of the holders of not less than 66 2/3% in
principal amount of the outstanding Heritage Chase Senior Securities of each
series affected by the modification. However, no such modification may, without
the consent of the holder of each outstanding Heritage Chase Senior Security
affected by the modification:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any Heritage Chase Senior Security;
- reduce the principal amount of any Heritage Chase Senior Security or change
the rate of interest or the method of calculation of interest that security,
except as provided in the Heritage Chase Senior Indenture or in the Heritage
Chase Senior Security, or any premium payable upon the redemption of that
security;
- change any obligation of ours to pay additional amounts under the Heritage
Chase Senior Indenture;
- reduce the amount of principal of an original issue discount security payable
upon acceleration of the maturity of that security;
- adversely affect the right of repayment, if any, at the option of the holder;
- change the currency in which any Heritage Chase Senior Security or any premium
or any interest on that security is payable;
- impair the right to institute suit for the enforcement of any payment on any
Heritage Chase Senior Security;
- reduce the percentage in principal amount of outstanding securities of any
series the consent of whose holders is required for modification or amendment
of or any waiver under the Heritage Chase Senior Indenture;
- change our obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, or our obligation, if any, to maintain an
office or agency outside the United States; or
- modify provisions of the Heritage Chase Senior Indenture requiring consent of
specified percentages of holders, except to increase any such percentage.
We and the trustee may modify the Heritage Chase Senior Indenture without the
consent of the holders of the Heritage Chase Senior Securities to evidence the
merger of J.P. Morgan Chase or the replacement of the trustee or to make changes
that do not become effective with respect to previously outstanding series and
for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any of the Heritage Chase Senior Securities, consolidate with, merge
into or transfer all or substantially all of our assets to any corporation
organized and existing under the laws of the United States, any State or the
District of Columbia, so long as the successor corporation assumes our
obligations relating to the Heritage Chase Senior Securities and under the
Heritage Chase Senior Indenture and no event of default has happened and is
continu-
20
<PAGE> 24
ing after giving effect to the transaction and so long as other specified
conditions are met.
The principal terms of the Heritage Chase Senior Securities issued and
outstanding as of the date of this prospectus are set forth below. Interest on
the below series accrues at the annual rate specified in the title of the series
and is payable on the indicated interest payment dates to the registered holders
on the preceding record date.
5 1/2% NOTES DUE 2001
- Principal amount of series: $200,000,000
- Maturity date: February 15, 2001
- Interest payment dates: February 15 and August 15
- Record dates: February 1 and August 1
- Redemption: Not redeemable prior to maturity and not subject to a sinking
fund.
- Issuance date: February 12, 1996
HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES B
As of the date of this prospectus, $200,000,000 aggregate principal amount of
Heritage Chase Senior Medium-Term Notes, Series B (the "Heritage Chase Senior
Series B Notes"), is issued and outstanding. In the table below we specify the
following terms of those Heritage Chase Senior Series B Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate.
The Heritage Chase Senior Series B Notes are not subject to a sinking fund and
are not redeemable prior to their stated maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE
------------- --------- ------------- -------------
<S> <C> <C> <C> <C>
March 29, 1996................. $50,000,000 ...................... March 29, 2006................. 6.85%
March 29, 1996................. 50,000,000 ...................... March 29, 2001................. 6.43%
March 29, 1996................. 25,000,000 ...................... March 29, 2001................. 6.45%
March 29, 1996................. 50,000,000 ...................... March 29, 2001................. 6.43%
March 29, 1996................. 25,000,000 ...................... March 29, 2001................. 6.50%
</TABLE>
HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES C
The only series of Heritage Chase Senior Medium-Term Notes, Series C (the
"Heritage Chase Senior Series C Notes"), issued and outstanding as of the date
of this prospectus is $25,000,000 aggregate principal amount of Heritage Chase
Senior Series C Notes issued on March 29, 1996. Those Heritage Chase Senior
Series C Notes bear interest at an annual rate of 6.50% and mature on March 29,
2001. They are not subject to a sinking fund and are not subject to redemption
prior to maturity.
HERITAGE CHASE SUBORDINATED SECURITIES
The Heritage Chase Subordinated Securities are our direct, unsecured general
obligations. Payment of the principal of the Heritage Chase Subordinated
Securities is subject to acceleration only in the event of our bankruptcy,
insolvency or reorganization.
Subordination. The Heritage Chase Subordinated Securities are subordinated, by
their terms, to all of our obligations to our creditors, including Company
Senior Indebtedness, Heritage JPM Senior Indebtedness (as defined below),
Additional Senior Obligations and Derivative Obligations (as defined below),
except obligations having the same rank as or ranking junior to the Heritage
Chase Subordinated Securities (collectively, "Heritage Chase Senior
Indebtedness").
We may not make any payment on the Heritage Chase Subordinated Securities, and
no holder of Heritage Chase Subordinated Securities will be entitled to demand
or receive any such payment unless we have paid in full all amounts of
principal, premium, if any, and interest then due on all Heritage Chase Senior
Indebtedness.
See "Description of Company Debt Securities -- Company Subordinated Securities"
for the amount of outstanding of Heritage Chase Senior Indebtedness (which is
the same as the outstanding amount of Company Senior Indebtedness), as of
21
<PAGE> 25
the date of this prospectus. In addition, for information regarding the
relationship among the subordination provisions governing our various series of
subordinated Debt Securities, see "Relationship Among Subordination Provisions"
below.
Limitation on Disposition of Voting Stock of Chase Bank. The Heritage Chase
Subordinated Indenture contains a covenant for the exclusive benefit of the
holders of Heritage Chase Subordinated Securities issued prior to October 1,
1992 that we will not create a security interest in more than 20% of the shares
of the voting stock of Chase Bank or permit more than 20% of those shares,
exclusive of directors' qualifying shares, to be held directly or indirectly
other than by (1) us or (2) any corporation which is wholly-owned (except for
directors' qualifying shares) by us.
Defaults and Waivers. The Heritage Chase Subordinated Indenture defines an
event of default with respect to Heritage Chase Subordinated Securities of any
series as certain events involving our bankruptcy, insolvency or reorganization
and any other events established as events of default for any series of Heritage
Chase Subordinated Securities.
If an event of default with respect to any outstanding series of Heritage Chase
Subordinated Securities occurs and is continuing, either the trustee or the
holders of not less than 25% in aggregate principal amount of that series may
declare the principal amount, or, in the case of original issue discount
Heritage Chase Subordinated Securities, a specified portion of the principal
amount, of that series to be due and payable immediately in cash. Any right to
enforce the payment in cash would be subject to the broad equity powers of a
federal bankruptcy court and to its determination of the nature of the rights of
the holders of the Heritage Chase Subordinated Securities of that series. At any
time after a declaration of acceleration has been made, but before a judgment or
decree for payment of the money due has been obtained by the trustee, the
holders of a majority in aggregate principal amount of the outstanding Heritage
Chase Subordinated Securities of that series may, under specified circumstances,
annul the declaration.
The Heritage Chase Subordinated Indenture requires the trustee, within 90 days
after the occurrence of a default known to it with respect to any outstanding
series, to give the holders of that series notice of the default if not cured or
waived. The trustee may withhold the notice if it in good faith determines that
the withholding of the notice is in the interest of those holders. However, the
trustee may not withhold notice of a payment default. The trustee may not give
the above notice until 30 days after the occurrence of a default in the
performance of a covenant, other than a covenant to make payment. The term
"default" for the purposes of this provision means any event that is, or after
notice or lapse or time or both would become, an event of default with respect
to a series of Heritage Chase Subordinated Securities.
Other than the duty of the trustee during the continuance of an event of default
to act with the required standard of care, the trustee is not obligated to
exercise any of its rights or powers under the Heritage Chase Subordinated
Indenture at the request or direction of any of the holders of the Heritage
Chase Subordinated Securities of any series, unless those holders have offered
the trustee reasonable indemnity. Subject to that requirement for indemnity, the
holders of a majority in aggregate principal amount of the outstanding Heritage
Chase Subordinated Securities of any series may direct the time, method and
place of conducting any proceeding for any remedy available to, or exercising
any trust or power conferred on, the trustee with respect to the Heritage Chase
Subordinated Securities of that series.
We are required to file annually with the trustee a written statement of
officers as to the existence or non-existence of defaults.
Modification of the Indenture. We and the trustee may modify the Heritage Chase
Subordinated Indenture with the consent of the holders of not less than 66 2/3%
in principal amount of the outstanding Heritage Chase Subordinated Securities of
each series affected by the modification. However, no such modification may,
without the consent of the holder of each Heritage Chase Subordinated Security
affected by the modification:
- change the fixed maturity of the principal of, or any installment of principal
of or interest on, any Heritage Chase Subordinated Security;
- reduce the principal amount of any Heritage Chase Subordinated Security;
22
<PAGE> 26
- change the rate or rates, or the method of ascertaining the rate or rates, of
interest on any Heritage Chase Subordinated Security, except as provided in
the Heritage Chase Subordinated Indenture or in the Heritage Chase
Subordinated Securities, or any premium payable upon the redemption of any
Heritage Chase Subordinated Security;
- reduce the portion of the principal amount of any original issue discount
Heritage Chase Subordinated Security payable upon acceleration of the maturity
thereof;
- change any place where, or the currency in which, the principal amount of, or
any premium or interest on, any Heritage Chase Subordinated Security is
payable;
- impair any right to institute suit for the enforcement of any right to receive
payment, or, if applicable, to have delivered capital securities to be
exchanged for a Heritage Chase Subordinated Security and to have those capital
securities sold in a secondary offering to the extent provided in that
Heritage Chase Subordinated Security and in the Heritage Chase Subordinated
Indenture;
- modify the subordination provisions of the Heritage Chase Subordinated
Indenture in a manner adverse to the holders;
- reduce the percentage in principal amount of outstanding Heritage Chase
Subordinated Securities of the series required to approve any modification or
alteration of, or any waiver under, the Heritage Chase Subordinated Indenture;
or
- impair the right of any holder to receive on any exchange date capital
securities with a market value equal to the amount established with respect to
the series.
We and the trustee may modify the Heritage Chase Subordinated Indenture without
the consent of the holders of the Heritage Chase Subordinated Securities to
evidence the merger of J.P. Morgan Chase or the replacement of the trustee or to
make changes that do not become effective with respect to previously outstanding
series and for certain other purposes.
The principal terms of the Heritage Chase Subordinated Securities issued and
outstanding as of the date of this prospectus are set forth below. Unless
otherwise indicated below, interest on each series listed below accrues at the
annual rate indicated in the title of the series and is payable semiannually in
arrears on the interest payment dates indicated to the registered holders on the
preceding record date indicated. Unless otherwise indicated below, the series
listed below are not redeemable prior to their stated maturity and are not
subject to a sinking fund.
9 3/8% SUBORDINATED NOTES DUE 2001
- Principal amount of series: $200,000,000
- Maturity date: July 1, 2001
- Interest payment dates: January 1 and July 1
- Record dates: June 15 and December 15
- Issuance date: July 13, 1989
9 3/4% SUBORDINATED NOTES DUE 2001
- Principal amount of series: $150,000,000
- Maturity date: November 1, 2001
- Interest payment dates: May 1 and November 1
- Record dates: April 15 and October 15
- Issuance date: November 13, 1991
7 1/2% SUBORDINATED NOTES DUE 2003
- Principal amount of series: $200,000,000
- Maturity date: February 1, 2003
- Interest payment dates: February 1 and August 1
- Record dates: January 15 and July 15
- Issuance date: February 2, 1993
FLOATING RATE SUBORDINATED NOTES DUE 2003
- Principal amount of series: $150,000,000
- Maturity date: July 15, 2003
- Interest rate: Floating rate reset quarterly based on an annual rate equal to
the greater of (1) LIBOR plus 0.125% and (2) 4.35%, payable quarterly in
arrears
- Interest payment dates: January 15, April 15, July 15 and October 15
- Record dates: January 1, April 1, July 1 and October 1
- Issuance date: July 15, 1993
23
<PAGE> 27
FLOATING RATE SUBORDINATED NOTES DUE AUGUST 1, 2003
- Principal amount of series: $100,000,000
- Maturity date: August 1, 2003
- Interest rate: Floating rate reset quarterly based on an annual rate equal to
the greater of (1) LIBOR and (2) 4.50%, payable quarterly in arrears
- Interest payment dates: February 1, May 1, August 1 and November 1
- Record dates: January 15, April 15, July 15 and October 15
- Issuance date: August 5, 1993
6 1/2% SUBORDINATED NOTES DUE 2005
- Principal amount of series: $200,000,000
- Maturity date: August 1, 2005
- Interest payment dates: February 1 and August 1
- Record dates: January 15 and July 15
- Issuance date: July 27, 1993
6 3/4% SUBORDINATED NOTES DUE 2008
- Principal amount of series: $200,000,000
- Maturity date: August 15, 2008
- Interest payment dates: February 15 and August 15
- Record dates: August 1 and February 1
- Issuance date: August 17, 1993
6 1/8% SUBORDINATED NOTES DUE 2008
- Principal amount of series: $100,000,000
- Maturity date: October 15, 2008
- Interest payment dates: April 15 and October 15
- Record dates: April 1 and October 1
- Issuance date: October 18, 1993
6 1/2% SUBORDINATED NOTES DUE 2009
- Principal amount of series: $150,000,000
- Maturity date: January 15, 2009
- Interest payment dates: January 15 and July 15
- Record dates: January 1 and July 1
- Issuance date: January 24, 1994
6 1/4% SUBORDINATED NOTES DUE 2006
- Principal amount of series: $200,000,000
- Maturity date: January 15, 2006
- Interest payment dates: January 15 and July 15
- Record dates: January 1 and July 1
- Issuance date: January 19, 1996
SUBORDINATED MEDIUM-TERM NOTES, SERIES B
As of the date of this prospectus, $75,000,000 aggregate principal amount of
Heritage Chase Subordinated Medium-Term Notes, Series B (the "Heritage Chase
Subordinated Series B Notes"), is issued and outstanding. In the table below we
specify the following terms of those Heritage Chase Subordinated Series B Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.
The Heritage Chase Subordinated Series B Notes are not subject to a sinking fund
and are not redeemable unless a redemption date is indicated below. Unless
otherwise indicated below, the Heritage Chase Subordinated Series B Notes that
are redeemable are redeemable at 100% of their principal amount, plus accrued
and unpaid interest, if any, to the redemption date.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- --------- ------------- ------------------------------
<S> <C> <C> <C> <C>
May 25, 1995................... $25,000,000 ......... May 15, 2010................... 7.625%; redeemable semi-
annually on or after May 15,
2000
July 19, 1995.................. $25,000,000 ......... July 15, 2010.................. 7.20%; redeemable semi-
annually on or after July 15,
1996
February 15, 1996.............. $25,000,000 ......... February 15, 2011.............. 6.60%; redeemable semi-
annually on or after February
15, 2000
</TABLE>
24
<PAGE> 28
INFORMATION CONCERNING THE TRUSTEES
We, Chase Bank and some of our other subsidiaries maintain deposits and conduct
other banking transactions with the trustees under each of the Heritage Chase
Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Company Subordinated Indenture, the
Heritage JPM Indentures referred to below and under the Heritage JPM Junior
Subordinated Indenture. Bankers Trust Company is also trustee under the Company
Senior Indenture.
DESCRIPTION OF HERITAGE J.P. MORGAN DEBT SECURITIES
In connection with our merger with J.P. Morgan, we assumed the obligations of
J.P. Morgan with respect to senior debt securities described below (the
"Heritage JPM Senior Securities") and subordinated securities described below
(the "Heritage JPM Subordinated Securities", and together with the Heritage JPM
Senior Securities, the "Heritage JPM Debt Securities"). The following summary of
the provisions of the Heritage JPM Debt Securities and the indentures under
which they were issued (the "Heritage JPM Indentures") is not complete. You
should refer to the Heritage JPM Indentures, copies of which are exhibits to the
registration statement.
We have issued the Heritage JPM Senior Securities under an Indenture, dated as
of August 15, 1982 (as amended, the "Heritage JPM Senior Indenture"), between us
and U.S. Bank Trust National Association, as trustee.
We have issued the Heritage JPM Subordinated Securities under two indentures. We
refer to the Heritage JPM Subordinated Securities issued under the Indenture,
dated as of December 1, 1986 (as amended, the "Heritage JPM 1986 Subordinated
Indenture"), between us and U.S. Bank Trust National Association, as trustee, as
the "Heritage JPM 1986 Subordinated Indenture Securities." We refer to the
Heritage JPM Subordinated Securities issued under the Indenture, dated as of
March 1, 1993 (as amended, the "Heritage JPM 1993 Subordinated Indenture"),
between us and U.S. Bank Trust National Association, as trustee, as the
"Heritage JPM 1993 Subordinated Indenture Securities."
HERITAGE JPM SENIOR SECURITIES
The Heritage JPM Senior Securities are our direct, unsecured obligations. The
Heritage JPM Senior Securities constitute Heritage JPM Senior Indebtedness, as
defined below, under the Heritage JPM 1986 Subordinated Indenture and the
Heritage JPM 1993 Subordinated Indenture and have the same rank as our other
senior indebtedness. For a definition of Heritage JPM Senior Indebtedness, see
"Description of J.P. Morgan Debt Securities -- Heritage JPM 1986 Subordinated
Indenture Securities -- Subordination" below.
Defaults and Waivers. The Heritage JPM Senior Indenture defines an event of
default with respect to any series of Heritage JPM Senior Securities as any one
or more of the following events:
(1) default for 30 days in payment of any interest;
(2) default in payment of principal or premium or any sinking fund
installment when due, either at maturity, upon redemption, by declaration
or otherwise;
(3) default in the performance of any other covenant or warranty
contained in the Heritage JPM Senior Indenture which has not been remedied
for a period of 90 days after notice given as specified in the Heritage JPM
Senior Indenture; and
(4) certain events of bankruptcy, insolvency or reorganization of J.P.
Morgan Chase.
If an event of default as described in clause (1), (2) or (3) above occurs and
is continuing, the trustee or the holders of at least 25% in principal amount of
the Heritage JPM Senior Securities of the affected series then outstanding, with
each series voting as a separate class in the case of an event of default
described in clause (1) or (2) above or together as a single class in the case
of clause (3) above, may declare the principal of all outstanding Heritage JPM
Senior Securities of the affected series and the interest accrued on those
securities, if any, to be due and payable immediately. If an Event of Default
described in clause (4) occurs and is continuing, either the trustee or the
holders of at least 25% in principal amount of all Heritage JPM Senior
Securities then outstanding may declare the principal then
25
<PAGE> 29
outstanding and the interest accrued thereon, if any, to be due and payable
immediately. Under specified conditions, the holders of a majority in principal
amount of the applicable series may annul the declaration and waive past
defaults, except for defaults in the payment of principal or premium or
interest, if any.
The Heritage JPM Senior Indenture requires the trustee to give the holders of
any series notice of all defaults known to it within 90 days after the
occurrence of the default. The trustee may withhold notice of any default,
except a default in payment of principal of or interest or premium, if any, on
the Heritage JPM Senior Securities, if the appropriate representative of the
trustee determines that the withholding of the notice is in the interest of the
holders of the series of Heritage JPM Senior Securities.
The holders of a majority in principal amount of the outstanding Heritage JPM
Senior Securities of each series affected, with each series voting as a separate
class, may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or any power conferred upon the trustee with
respect to that series, subject to limitations specified in the Heritage JPM
Senior Indenture. However, subject to its duty to act with the required standard
of care during a default, the trustee is under no obligation to exercise any of
the powers vested in it at the request of the holders of the Heritage JPM Senior
Securities unless those holders have offered the trustee reasonable indemnity
against expenses and liabilities.
Each year we must deliver to the trustee a written statement as to the absence
of defaults under the Heritage JPM Senior Indenture.
Modification of the Indenture. We and the trustee may modify the Heritage JPM
Senior Indenture or any supplemental indenture or the rights of the holders of
the Heritage JPM Senior Securities with the consent of holders of not less than
66 2/3% in principal amount of the outstanding Heritage JPM Senior Securities of
all series affected by the modification, voting as one class. However, no such
modification may, without the consent of each holder affected:
- extend the final maturity of any Heritage JPM Senior Security;
- reduce the principal amount of any Heritage JPM Senior Security;
- change the method in which the amounts of principal or interest are
determined;
- reduce the rate or extend the time of payment of interest on any Heritage JPM
Senior Security;
- change the currency or currency unit of payment of any Heritage JPM Senior
Security;
- reduce any amount payable upon redemption of any Heritage JPM Senior Security;
- reduce the portion of the principal amount of an original issue discount
Heritage JPM Senior Security due upon acceleration of maturity or provable in
bankruptcy;
- impair or affect the right of a holder to institute suit for the payment of
any Heritage JPM Senior Security, or, if applicable, any right of repayment at
the option of the holder; or
- reduce the percentage of Heritage JPM Senior Securities of any series the
consent of the holders of which is required for any supplemental indenture.
We and the trustee may modify the Heritage JPM Senior Indenture without the
consent of the holders of the Heritage JPM Senior Securities to evidence the
merger of J.P. Morgan Chase or the replacement of the trustee and for other
specified purposes.
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, unless:
- either we are the continuing corporation or the successor corporation is a
corporation organized under the laws of the United States or any state and
expressly assumes the payment of the principal of and interest on the Heritage
JPM Senior Securities and the performance and observance of all the covenants
and conditions of the Heritage JPM Senior Indenture binding upon us, and
- J.P. Morgan Chase or the successor corporation, as applicable, is not,
immediately after the merger, consolidation, sale or conveyance, in default in
the performance of any covenant or condition of the Heritage JPM Senior
Indenture.
26
<PAGE> 30
The principal terms of the Heritage JPM Senior Securities issued and outstanding
as of the date of this prospectus are set forth below.
5.75% NOTES DUE FEBRUARY 25, 2004
- Principal amount of series: $1,000,000,000
- Maturity date: February 25, 2004
- Interest payment dates: February 25 and August 25
- Record dates: The fifteenth calendar day prior to the interest payment dates
- Issuance date: February 25, 1999
HERITAGE JPM SENIOR MEDIUM-TERM NOTES, SERIES A
As of the date of this prospectus, $5,196,055,000 aggregate principal amount of
Senior Medium-Term Notes, Series A, originally issued by J.P. Morgan (the
"Heritage JPM Senior Medium-Term Notes") is issued and outstanding. In the table
below we specify the following terms of those Heritage JPM Senior Medium-Term
Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate;
The Heritage JPM Senior Medium-Term Notes are not subject to a sinking fund.
Unless otherwise indicated below, the Heritage JPM Senior Medium-Term Notes are
not redeemable prior to their stated maturity. Unless otherwise indicated below,
Heritage JPM Senior Medium-Term Notes that are redeemable are redeemable at 100%
of their principal amount, plus accrued and unpaid interest, if any, to the
redemption date.
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
March 15, 1996......... $ 30,000,000 March 15, 2006......... LIBOR Telerate reset quarterly + 0.40%;
redeemable in whole only quarterly
March 15, 1996......... 25,000,000 March 15, 2001......... 6.25%
April 1, 1996.......... 25,000,000 April 1, 2006.......... LIBOR Telerate reset quarterly + 0.42%;
redeemable in whole only quarterly
April 12, 1996......... 15,000,000 April 12, 2006......... LIBOR Telerate reset quarterly + 0.40%;
redeemable in whole only quarterly
June 5, 1996........... 5,000,000 June 5, 2006........... LIBOR Telerate reset quarterly + 0.50%;
June 5, 1996........... 10,000,000 June 5, 2003........... LIBOR Telerate reset quarterly + 0.50%
June 21, 1996.......... 15,000,000 June 21, 2006.......... LIBOR Telerate reset quarterly + 0.45%
July 5, 1996........... 5,000,000 July 5, 2006........... LIBOR Telerate reset quarterly + 0.50%
July 10, 1996.......... 5,000,000 July 10, 2006.......... LIBOR Telerate reset quarterly + 0.50%;
redeemable in whole only quarterly
August 16, 1996........ 5,000,000 August 18, 2006........ LIBOR Telerate reset quarterly + 0.50%; subject
to a maximum rate of 9.25%
August 12, 1996........ 25,000,000 August 12, 2003........ LIBOR Telerate reset quarterly + 1.50%;
redeemable in whole only quarterly
December 16, 1996...... 5,000,000 December 16, 2006...... LIBOR Telerate reset quarterly + 0.40%;
redeemable in whole only quarterly
December 16, 1996...... 5,000,000 December 16, 2006...... LIBOR Telerate reset quarterly + 0.45%;
redeemable in whole only quarterly
December 20, 1996...... 10,000,000 December 20, 2006...... LIBOR Telerate reset quarterly + 0.33%;
redeemable in whole only quarterly
January 8, 1997........ 5,000,000 January 8, 2007........ LIBOR Telerate reset + 0.50%; redeemable in
whole only quarterly
January 29, 1997....... 12,000,000 January 29, 2007....... LIBOR Telerate reset quarterly + 0.80%;
redeemable in whole only quarterly
February 26, 1997...... 5,000,000 February 26, 2007...... LIBOR Telerate reset quarterly + 0.50%;
redeemable in whole only quarterly
February 26, 1997...... 5,000,000 February 26, 2007...... LIBOR Telerate reset + 0.50%; redeemable in
whole only quarterly
April 16, 1997......... 10,000,000 April 16, 2012......... 7.75%; redeemable in whole only quarterly
May 15, 1997........... 5,000,000 May 15, 2007........... LIBOR Telerate reset quarterly + 0.50%;
redeemable in whole only quarterly
May 21, 1997........... 5,000,000 May 21, 2002........... LIBOR Telerate reset + 0.85% for one year; 7.50%
thereafter; redeemable in whole only quarterly
May 21, 1997........... 10,000,000 May 21, 2007........... LIBOR Telerate reset quarterly + 0.60%;
redeemable in whole only quarterly
</TABLE>
27
<PAGE> 31
<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
June 27, 1997.......... $ 22,500,000 July 1, 2027........... 10-year CMT -- 0.060% from July 1, 1997 to July
1, 2007; LIBOR Telerate reset quarterly minus
0.30% to maturity; redeemable on July 1 once
every three years on or after July 1, 2007 at
prices varying with the redemption date
August 12, 1997........ 25,000,000 August 13, 2007........ LIBOR Telerate reset quarterly + 1.80% for each
day that LIBOR is less than 9.0%; redeemable in
whole only quarterly
August 13, 1997........ 25,000,000 August 13, 2007........ LIBOR Telerate reset quarterly + 0.55%; maximum
rate of 8.25%; redeemable in whole only
quarterly
August 20, 1997........ 6,000,000 August 20, 2012........ 7.126%; redeemable in whole only on August 20,
2002
September 24, 1997..... 20,000,000 September 24, 2007..... LIBOR Telerate reset quarterly + 0.50%; maximum
rate of 8.50%; redeemable in whole only
quarterly
September 26, 1997..... 5,000,000 September 27, 2002..... LIBOR Telerate reset + 0.20% for two years; 7%
thereafter
October 6, 1997........ 13,000,000 October 5, 2007........ LIBOR Telerate reset quarterly + 0.50%; maximum
rate of 8%
February 12, 1998...... 250,000,000 February 12, 2001...... LIBOR Telerate reset quarterly minus 0.05%
April 27, 1998......... 100,000,000 April 27, 2001......... Federal Funds Rate reset daily + 0.2375%
April 27, 1998......... 50,000,000 April 27, 2001......... LIBOR Telerate reset monthly
May 22, 1998........... 5,000,000 May 22, 2001........... 5.95%
January 14, 1999....... 75,000,000 January 14, 2002....... LIBOR Telerate reset quarterly + 0.15%
January 28, 1999....... 100,000,000 January 28, 2002....... LIBOR Telerate reset quarterly + 0.20%
February 8, 1999....... 200,000,000 February 8, 2001....... LIBOR Telerate reset quarterly + 0.16%
March 16, 1999......... 60,000,000 March 14, 2001......... LIBOR Telerate reset quarterly + 0.05%
March 31, 1999......... 10,000,000 April 1, 2004.......... LIBOR Telerate reset monthly + 0.15%
May 4, 1999............ 50,000,000 May 4, 2001............ Federal Funds reset daily + 0.25%
May 19, 1999........... 30,000,000 May 18, 2001........... LIBOR Telerate reset quarterly + 0.05%
June 18, 1999.......... 125,000,000 June 18, 2001.......... LIBOR Telerate reset monthly + 0.125%
June 25, 1999.......... 62,000,000 June 25, 2001.......... LIBOR Telerate reset monthly + 0.15%
July 27, 1999.......... 78,555,000 July 6, 2001........... 5.75%; redeemable upon certain events involving
U.S. tax treatment
January 11, 2000....... 100,000,000 January 11, 2002....... LIBOR Telerate reset quarterly + 0.08%
January 25, 2000....... 50,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.08%
January 28, 2000....... 234,000,000 January 28, 2002....... LIBOR Telerate reset quarterly + 0.08%
February 1, 2000....... 25,000,000 February 1, 2002....... LIBOR Telerate reset monthly + 0.11%
February 23, 2000...... 38,000,000 February 23, 2001...... 6.80%
March 6, 2000.......... 405,000,000 March 6, 2001.......... Prime Rate minus 2.84%
March 15, 2000......... 2,500,000,000 March 16, 2001......... LIBOR Telerate reset monthly minus 0.01%
June 5, 2000........... 285,000,000 June 6, 2001........... LIBOR Telerate reset monthly minus 0.03%
July 12, 2000.......... 5,000,000 July 12, 2005.......... 7.290%
</TABLE>
HERITAGE JPM 1986 SUBORDINATED INDENTURE SECURITIES
The Heritage JPM 1986 Subordinated Indenture Securities are our direct,
unsecured general obligations and are subordinated as described under
"Subordination" below.
The Heritage JPM 1986 Subordinated Indenture Securities are subject to
acceleration only upon our bankruptcy, insolvency or reorganization.
Subordination. The Heritage JPM 1986 Subordinated Indenture Securities are
subordinate and junior in right of payment as provided in the Heritage JPM 1986
Subordinated Indenture to all our "Heritage JPM Senior Indebtedness," as defined
below. We may not make payment on any Heritage JPM 1986 Subordinated Indenture
Securities, and no holder of the Heritage JPM 1986 Subordinated Indenture
Securities or any related coupon will be entitled to demand or receive any such
payment:
- unless we have paid or duly provided for all amounts of principal, premium, if
any, and interest then due on all Heritage JPM Senior Indebtedness; or
28
<PAGE> 32
- if, at the time of or immediately after giving effect to that payment there
exists:
- any event of default on any Heritage JPM Senior Indebtedness permitting
the holders of that Heritage JPM Senior Indebtedness to accelerate its
maturity thereof; or
- any event which, with notice or lapse of time, or both, will become such
an event of default.
Upon any distribution of assets upon our dissolution, winding up, liquidation or
reorganization the holders of Heritage JPM Senior Indebtedness will be entitled
to receive payment in full of all principal, premium, if any, and interest
before we may make any payment on the Heritage JPM 1986 Subordinated Indenture
Securities. The subordination provisions do not prevent the occurrence of any
event of default in respect of the Heritage JPM 1986 Subordinated Indenture
Securities, as described below.
"Heritage JPM Senior Indebtedness" means the principal of, premium, if any, and
interest on (a) all of our indebtedness for money borrowed, whether outstanding
on the date of execution of the Heritage JPM 1986 Subordinated Indenture or
thereafter created, assumed or incurred and (b) any deferrals, renewals or
extensions of any Heritage JPM Senior Indebtedness. Heritage JPM Senior
Indebtedness does not include:
- the Heritage JPM Subordinated Securities;
- the Company Subordinated Securities;
- the Heritage Chase Subordinated Securities; and
- indebtedness that is by its terms expressly stated to be not superior in right
of payment to the Heritage JPM 1986 Subordinated Indenture Securities or to
have the same rank as the Heritage JPM 1986 Subordinated Indenture Securities,
which we refer to in this prospectus as "Other Subordinated Indebtedness".
See "Description of Company Debt Securities -- Company Subordinated Securities"
for the amount of outstanding Heritage JPM Senior Indebtedness, which is the
same as the outstanding amount of Company Senior Indebtedness, as of the date of
this prospectus. In addition, for information regarding the relationship among
the subordination provisions governing our various series of subordinated Debt
Securities, see "Relationship Among Subordination Provisions" below.
Defaults and Waivers. As to any series of Heritage JPM 1986 Subordinated
Indenture Securities, the Heritage JPM 1986 Subordinated Indenture defines an
event of default as:
(1) default for 30 days in payment of any interest on the Heritage JPM
1986 Subordinated Indenture Securities of that series;
(2) default in payment of principal of or premium, if any, on the
Heritage JPM 1986 Subordinated Indenture Securities of that series when due
either at maturity, upon redemption, by declaration or otherwise;
(3) default in the payment of a sinking fund installment, if any, on
the Heritage JPM 1986 Subordinated Indenture Securities of that series;
(4) default by us in the performance of any other covenant or warranty
contained in the Heritage JPM 1986 Subordinated Indenture for the benefit
of that series that has not been remedied for a period of 90 days after
notice given as specified in the Heritage JPM 1986 Subordinated Indenture;
or
(5) certain events of bankruptcy, insolvency and reorganization of
J.P. Morgan Chase.
If an event of default described in clause (5) above occurs and is continuing,
either the trustee or the holders of not less than 25% in principal amount of
all Heritage JPM 1986 Subordinated Indenture Securities then outstanding, voting
as one class, by notice in writing to us, and to the trustee if given by the
holders of Heritage JPM 1986 Subordinated Indenture Securities, may declare the
entire principal or, in the case of original issue discount Heritage JPM 1986
Subordinated Indenture Securities, a specified portion of the principal, of all
Heritage JPM 1986 Subordinated Indenture Securities then outstanding and the
interest accrued on those securities, if any, to be due and payable immediately.
Under specified conditions, the holders of a majority in principal amount of all
Heritage JPM 1986 Subordinated Indenture Securities then outstanding may annul
the declaration and waive past defaults, except for
29
<PAGE> 33
defaults in the payment of principal of or interest or premium, if any.
The Heritage JPM 1986 Subordinated Indenture requires the trustee to give the
holders of any series of Heritage JPM 1986 Subordinated Indenture Securities
notice of all defaults known to it within 90 days after the occurrence of the
default. The Heritage JPM 1986 Subordinated Indenture provides that the trustee
may withhold notice to the holders of Heritage JPM 1986 Subordinated Indenture
Securities of any series of any default, except default in payment of principal
of or interest or premium, if any, on those Heritage JPM 1986 Subordinated
Indenture Securities or in the making of any sinking fund payment with respect
to those Heritage JPM 1986 Subordinated Indenture Securities, if the appropriate
representative of the trustee determines that the withholding of the notice is
in the interest of the holders of the series of Heritage JPM 1986 Subordinated
Indenture Securities.
The holders of a majority in principal amount of the outstanding Heritage JPM
1986 Subordinated Indenture Securities of each series affected, with each series
voting as a separate class, may direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or any power conferred
upon the trustee with respect to that series, subject to limitations specified
in the Heritage JPM 1986 Subordinated Indenture. However, subject to its duty to
act with the required standard of care during a default, the trustee is under no
obligation to exercise any of the powers vested in it at the request of the
holders of the Heritage JPM 1986 Subordinated Indenture Securities unless those
holders have offered the trustee reasonable indemnity against expenses and
liabilities.
Each year we must deliver to the trustee a written statement as to the absence
of defaults under the Heritage JPM 1986 Subordinated Indenture.
Modification of the Indenture. We and the trustee may modify the Heritage JPM
1986 Subordinated Indenture or any supplemental indenture or the rights of the
holders of the Heritage JPM Subordinated Indenture Securities with the consent
of the holders of not less than a majority in principal amount of the
outstanding Heritage JPM 1986 Subordinated Indenture Securities of all series
affected by the modification, voting as one class. However, no such modification
may, without the consent of each holder affected:
- extend the final maturity of any Heritage JPM 1986 Subordinated Indenture
Security;
- reduce the principal amount of any Heritage JPM 1986 Subordinated Indenture
Security;
- change the method in which the amounts of principal or interest are
determined;
- reduce the rate or extend the time of payment of interest on any Heritage JPM
1986 Subordinated Indenture Security;
- change the currency or currency unit of payment of any Heritage JPM 1986
Subordinated Indenture Security;
- reduce any amount payable upon redemption of any Heritage JPM 1986
Subordinated Indenture Security;
- reduce the portion of the principal amount of an original issue discount
Heritage JPM 1986 Subordinated Indenture Security due upon acceleration of
maturity or provable in bankruptcy;
- impair or affect the right of a holder to institute suit for the payment of
any Heritage JPM 1986 Subordinated Indenture Security, or, if applicable, any
right of repayment at the option of the holder; or
- reduce the percentage of Heritage JPM 1986 Subordinated Indenture Securities
of any series the consent of the holders of which is required for any
supplemental indenture.
We and the trustee may modify the Heritage JPM 1986 Subordinated Indenture
without the consent of the holders of Heritage JPM 1986 Subordinated Indenture
Securities to evidence the merger of J.P. Morgan Chase or the replacement of the
trustee and for other specified purposes.
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, unless:
- either we are the continuing corporation or the successor corporation is a
corporation organized under the laws of the United States or any state and
expressly assumes the payment of the principal of and interest on the Heritage
JPM 1986 Subordinated Indenture Securities and the performance and observance
of all the cove-
30
<PAGE> 34
nants and conditions of the Heritage JPM 1986 Subordinated Indenture binding
upon us; and
- J.P. Morgan Chase or the successor corporation, as applicable, is not,
immediately after the merger, consolidation, sale or conveyance, in default in
the performance of any covenant or condition of the Heritage JPM 1986
Subordinated Indenture.
The principal terms of the Heritage JPM 1986 Subordinated Indenture Securities
issued and outstanding as of the date of this prospectus are set forth below.
Interest on the below series accrues at the annual rate indicated in the title
of the series and is payable in arrears on the indicated payment dates to the
registered holders on the preceding record date. Unless otherwise indicated
below, the Heritage JPM 1986 Indenture Securities listed below are not
redeemable prior to their stated maturity and are not subject to a sinking fund.
7 1/4% SUBORDINATED NOTES DUE JANUARY 15, 2002
- Principal amount of series: $200,000,000
- Maturity date: January 15, 2002
- Interest payment dates: January 15 and July 15
- Record dates: January 1 and July 1
- Issuance date: January 16, 1992
8 1/2% SUBORDINATED NOTES DUE AUGUST 15, 2003
- Principal amount of series: $150,000,000
- Maturity date: August 15, 2003
- Interest payment dates: February 15 and August 15
- Record dates: February 1 and August 1
- Issuance date: August 8, 1991
HERITAGE JPM 1993 SUBORDINATED INDENTURE
The Heritage JPM 1993 Subordinated Indenture Securities are our direct,
unsecured general obligations and are subordinated as described under
"Subordination" below.
The Heritage JPM 1993 Subordinated Indenture Securities are subject to
acceleration only upon our bankruptcy or reorganization.
Subordination. The Heritage JPM 1993 Subordinated Indenture Securities are
subordinate and junior in right of payment as provided in the Heritage JPM 1993
Subordinated Indenture to all our Heritage JPM Senior Indebtedness, whether
outstanding as of the date of the Heritage JPM 1993 Subordinated Indenture or
thereafter incurred. We may not make any payment on the Heritage JPM 1993
Subordinated Indenture Securities, and no holder of the Heritage JPM 1993
Subordinated Indenture Securities or any related coupon will be entitled to
demand or receive any such payment:
- unless we have paid or duly provided for all amounts of principal, premium, if
any, and interest then due on all Heritage JPM Senior Indebtedness; or
- if, at the time of or immediately after giving effect to that payment there
exists:
- any event of default on any Heritage JPM Senior Indebtedness permitting
the holders of that Heritage JPM Senior Indebtedness to accelerate its
maturity; or
- any event which, with notice or lapse of time, or both, will become such
an event of default.
Upon any distribution of assets upon our dissolution, winding up, liquidation or
reorganization:
- the holders of Heritage JPM Senior Indebtedness will be entitled to receive
payment in full of principal, premium, if any, and interest before we may make
any payment on the Heritage JPM 1993 Subordinated Indenture Securities; and
- if, after giving effect to the operation of the preceding clause, amounts
remain available for payment or distribution on the Heritage JPM 1993
Subordinated Indenture Securities and creditors in respect of Derivative
Obligations have not received payment in full of amounts due or to become due
on those Derivative Obligations,
then we must apply those remaining amounts first to pay or provide for the
payment in full of all Derivative Obligations before we may make any payment on
the Heritage JPM 1993 Subordinated Indenture Securities.
"Derivative Obligations" are defined in the Heritage JPM 1993 Subordinated
Indenture as obligations of J.P. Morgan Chase to make payments on claims in
respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements. However, Derivative
Obligations do not include claims in respect of Heritage JPM Senior Indebtedness
or obligations that, by their terms, are expressly stated not to be superior in
right of payment to
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<PAGE> 35
the Heritage JPM 1993 Subordinated Indenture Securities or to have the same rank
as the Heritage JPM 1993 Subordinated Indenture Securities. For purposes of this
definition, "claim" has the meaning assigned in Section 101(4) of the United
States Bankruptcy Code in effect on the date of the Heritage JPM 1993
Subordinated Indenture.
See "Description of Company Debt Securities -- Company Subordinated Securities"
for the outstanding amount of Heritage JPM Senior Indebtedness (which is the
same as the outstanding amount of Company Senior Indebtedness), as of the date
of this prospectus. In addition, for information regarding the relationship
among the subordination provisions governing our various series of subordinated
indebtedness, see "Relationship Among Subordination Provisions" below.
Defaults and Waivers. As to any series of Heritage JPM 1993 Subordinated
Indenture Securities, the Heritage JPM 1993 Subordinated Indenture defines an
event of default as:
(1) default for 30 days in payment of any interest on the Heritage JPM
1993 Subordinated Indenture Securities of that series;
(2) default in payment of principal of or premium, if any, on the
Heritage JPM 1993 Subordinated Indenture Securities of that series when
due, either at maturity, upon redemption, by declaration or otherwise;
(3) default in the payment of a sinking fund installment, if any, on
the Heritage JPM 1993 Subordinated Indenture Securities of that series;
(4) default in the performance of any other covenant or warranty
contained in the Heritage JPM 1993 Subordinated Indenture for the benefit
of that series that has not been remedied for a period of 90 days after
notice given as specified in the Heritage JPM 1993 Subordinated Indenture;
or
(5) certain events of bankruptcy or reorganization of J.P. Morgan
Chase.
If an event of default described in clause (5) above occurs and is continuing,
either the trustee or the holders of at least 25% in principal amount of all
Heritage JPM 1993 Subordinated Indenture Securities then outstanding, voting as
one class, by notice given to us, and to the trustee if given by the holders of
Heritage JPM 1993 Subordinated Indenture Securities, may declare the principal
or, in the case of original issue discount Heritage JPM 1993 Subordinated
Indenture Securities, a specified portion of principal, of all Heritage JPM 1993
Subordinated Indenture Securities then outstanding and the interest accrued on
those securities, if any, to be due and payable immediately. Under specified
conditions, the holders of a majority in principal amount of all Heritage JPM
1993 Subordinated Indenture Securities may annul the declaration and waive past
defaults, except for defaults in the payment of principal, or interest or
premium, if any.
The Heritage JPM 1993 Subordinated Indenture requires the trustee to give the
holders of any series of Heritage JPM 1993 Subordinated Indenture Securities
notice of all defaults known to it within 90 days after the occurrence of the
default. The Heritage JPM 1993 Subordinated Indenture provides that the trustee
may withhold notice to the holders of Heritage JPM 1993 Subordinated Indenture
Securities of any series of any default, except default in payment of principal
of or interest or premium, if any, on those Heritage JPM 1993 Subordinated
Indenture Securities or in the making of any sinking fund payment with respect
to such Heritage JPM 1993 Subordinated Indenture Securities, if the appropriate
representative of the trustee determines that the withholding of the notice is
in the interest of the holders of the series of Heritage JPM 1993 Subordinated
Indenture Securities.
The holders of a majority in principal amount of the outstanding Heritage JPM
1993 Subordinated Indenture Securities of each series affected, with each series
voting as a separate class, may direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or any power conferred
upon the trustee with respect to that series, subject to limitations specified
in the Heritage JPM 1993 Subordinated Indenture. However, subject to its duty to
act with the required standard of care during a default, the trustee is under no
obligation to exercise any of the powers vested in it at the request of the
holders of the Heritage JPM 1993 Subordinated Indenture Securities unless the
holders have offered to the trustee reasonable indemnity against expenses and
liabilities.
Each year we must deliver to the trustee a written statement as to the absence
of defaults under the Heritage JPM 1993 Subordinated Indenture.
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<PAGE> 36
Modification of the Indenture. We and the trustee may modify the Heritage JPM
1993 Subordinated Indenture or any supplemental indenture or the rights of the
holders of the Heritage JPM 1993 Subordinated Indenture Securities, with the
consent of the holders of not less than a majority in principal amount of the
Heritage JPM 1993 Subordinated Indenture Securities of all series affected by
the modification, voting as one class. However no such modification may, without
the consent of each holder affected:
- extend the final maturity of any Heritage JPM 1993 Subordinated Indenture
Security;
- reduce the principal amount of any Heritage JPM 1993 Subordinated Indenture
Security;
- reduce the rate or extend the time of payment of interest on any Heritage JPM
1993 Subordinated Indenture Security;
- change the currency or currency unit of payment of any Heritage JPM 1993
Subordinated Indenture Security;
- change the method in which amounts of payments of principal or interest on any
Heritage JPM 1993 Subordinated Indenture Security are determined;
- reduce the portion of the principal amount of an original issue discount
Heritage JPM 1993 Subordinated Indenture Security due and payable upon
acceleration or provable in bankruptcy;
- reduce any amount payable upon redemption of any Heritage JPM 1993
Subordinated Indenture Security;
- impair or affect the right of a holder to institute suit for the payment of
any Heritage JPM 1993 Subordinated Indenture Security or, if applicable, any
right of repayment at the option of the holder; or
- reduce the percentage of Heritage JPM 1993 Subordinated Indenture Securities
of any series the consent of the holders of which is required for any
supplemental indenture.
We and the trustee may modify the Heritage JPM 1993 Subordinated Indenture
without the consent of the holders of Heritage JPM 1993 Subordinated Indenture
Securities to evidence the merger of J.P. Morgan Chase or the replacement of the
trustee and for certain other purposes.
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, unless:
- either we are the continuing corporation or the successor corporation is a
corporation organized under the laws of the United States or any State and
expressly assumes the payment of the principal of and interest on the Heritage
JPM 1993 Subordinated Indenture Securities and the performance and observance
of all the covenants and conditions of the Heritage JPM 1993 Subordinated
Indenture binding upon us; and
- J.P. Morgan Chase or the successor corporation, as applicable, is not,
immediately after the merger, consolidation, sale or conveyance, in default in
the performance of any covenant or condition in the Heritage JPM 1993
Subordinated Indenture.
The principal terms of the Heritage JPM 1993 Subordinated Indenture Securities
issued and outstanding on the date of this prospectus are set forth below.
Interest on the below series accrues at the annual rate indicated in the title
of the series and is payable on the indicated payment dates to the holders on
the preceding record date. Unless otherwise indicated below, the Heritage JPM
1993 Subordinated Indenture Securities listed below are not redeemable prior to
their stated maturity and are not subject to a sinking fund.
7 5/8% SUBORDINATED NOTES DUE SEPTEMBER 15, 2004
- Principal amount of series: $500,000,000
- Maturity date: September 15, 2004
- Interest payment dates: March 15 and September 15
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: September 15, 1994
6 1/4% SUBORDINATED NOTES DUE DECEMBER 15, 2005
- Principal amount of series: $300,000,000
- Maturity date: December 15, 2005
- Interest payment dates: June 15 and December 15
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: December 15, 1995
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<PAGE> 37
6.875% SUBORDINATED NOTES DUE JANUARY 15, 2007
- Principal amount of series: $300,000,000
- Maturity date: January 15, 2007
- Interest payment dates: July 15 and January 15
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: January 21, 1997
6.70% SUBORDINATED NOTES DUE NOVEMBER 1, 2007
- Principal amount of series: $350,000,000
- Maturity date: November 1, 2007
- Interest payment dates: May 1 and November 1
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: October 24, 1997
5 3/4% SUBORDINATED NOTES DUE OCTOBER 15, 2008
- Principal amount of series: $150,000,000
- Maturity date: October 15, 2008
- Interest payment dates: April 15 and October 15
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: October 21, 1993
6 1/4% SUBORDINATED NOTES DUE JANUARY 15, 2009
- Principal amount of series: $300,000,000
- Maturity date: January 15, 2009
- Interest payment dates: July 15 and January 15
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: January 28, 1994
7 1/4% SUBORDINATED NOTES DUE OCTOBER 1, 2010
- Principal amount of series: $100,000,000
- Maturity date: October 1, 2010
- Interest payment dates: April 1 and October 1
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: September 29, 1995
- Redemption: Redeemable at our option on interest payment dates on or after
October 1, 2000, on at least 15 days' notice, at a redemption price equal to
100% principal and accrued interest.
6.61% SUBORDINATED NOTES DUE DECEMBER 15, 2010
- Principal amount of series: $100,000,000
- Maturity date: December 15, 2010
- Interest payment dates: the fifteenth calendar day prior to each interest
payment date
- Record dates: 1st day of each month
- Issuance date: December 15, 1995
- Redemption: Redeemable at our option on or after December 15, 2000,
semi-annually on each June 15 or December 15, 2000, on at least 30 days'
notice, at a redemption price equal to 100% principal and accrued interest.
6 1/4% SUBORDINATED NOTES DUE FEBRUARY 15, 2011
- Principal amount of series: $100,000,000
- Maturity date: February 15, 2011
- Interest payment dates: February 15 and August 15
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: February 15, 1996
SUBORDINATED NOTES DUE DECEMBER 24, 2012
- Principal amount of series: $45,000,000
- Maturity date: December 24, 2012
- Interest payment dates: June 24 and December 24
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: November 24, 1997
- Interest rate: If the 10-year Treasury rate was greater than or equal to
5.838% on December 17, 1997, the interest rate is 12.773%; if the 10-year
Treasury rate was less than 5.838% on December 17, 1997, the interest rate is
0%.
8% SUBORDINATED NOTES DUE MAY 30, 2005
- Principal amount of series: $100,000,000
- Maturity date: May 30, 2005
- Interest payment dates: May 30 and November 30
- Record dates: The fifteenth calendar day prior to each interest payment date.
- Issuance date: May 30, 1995
HERITAGE JPM 1993 SUBORDINATED MEDIUM-TERM NOTES, SERIES A
As of the date of this prospectus, $2,258,913,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series A (the "Heritage JPM 1993 Subordinated
Medium-Term Notes"), originally issued
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<PAGE> 38
by J.P. Morgan under the Heritage JPM 1993 Subordinated Indenture is issued and
outstanding. In the table below we specify the following terms of those Heritage
JPM 1993 Subordinated Medium-Term Notes:
- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate;
Unless otherwise indicated below, the Heritage JPM 1993 Subordinated Medium-Term
Notes are not subject to a sinking fund and are not redeemable prior to their
stated maturity.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- --------- ------------- ------------------------------
<S> <C> <C> <C> <C>
March 22, 1996.............. $ 75,000,000 ......... March 15, 2011.............. 7.15%; redeemable in whole
only semi-annually
June 17, 1996............... 75,000,000 ......... June 15, 2011............... 7.6875; redeemable in whole
only semi-annually
July 24, 1996............... 5,200,000 ......... July 24, 2026............... LIBOR Telerate reset quarterly
minus 0.22%; redeemable by
holder on July 24 once every 5
years on or after July 24,
2006 at prices varying with
the redemption date
November 5, 1996............ 5,000,000 ......... November 5, 2026............ LIBOR Telerate reset quarterly
minus 0.22%; redeemable by
holder on November 5 once
every 5 years on or after
November 5, 2006 at prices
varying with the redemption
date
February 14, 1997........... 200,000,000 ......... February 15, 2012........... Interest payments are based on
the difference between the
Reference CPI (as defined in
the note) for the current
interest payment period and
the Reference CPI for the
prior interest payment period
February 26, 1997........... 750,000,000 ......... April 15, 2027.............. Zero coupon; redeemable in
whole only annually at prices
varying with the redemption
date
April 24, 1997.............. 350,000,000 ......... April 24, 2027.............. Zero coupon; redeemable in
whole only annually at prices
varying with the redemption
date
May 21, 1997................ 100,000,000 ......... May 15, 2027................ Zero coupon; redeemable in
whole only annually at prices
varying with the redemption
date
June 18, 1997............... 250,000,000 ......... June 18, 2027............... Zero coupon; redeemable in
whole only annually at prices
varying with the redemption
date
July 1, 1997................ 800,000,000 ......... July 1, 2027................ Zero coupon; redeemable in
whole only annually at prices
varying with the redemption
date
October 14, 1997............ 20,000,000 ......... October 14, 2012............ 7.00%; redeemable in whole
only semi-annually
October 31, 1997............ 100,000,000 ......... November 15, 2012........... 7.00%; redeemable in whole
only semi-annually
</TABLE>
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<PAGE> 39
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
------------- --------- ------------- ------------------------------
<S> <C> <C> <C> <C>
November 17, 1997........... $ 85,000,000 ......... December 15, 2017........... 7.00%; redeemable in whole
only semi-annually
December 1, 1997............ 10,000,000 ......... December 1, 2017............ Zero coupon; redeemable in
whole only semi-annually
December 4, 1997............ 58,000,000 ......... December 15, 2017........... 7.00%; redeemable in whole
only semi-annually
December 19, 1997........... 25,000,000 ......... December 19, 2017........... 7.00%; redeemable in whole
only semi-annually
February 19, 1998........... 5,000,000 ......... February 11, 2013........... 6.50%; redeemable in whole
only semi-annually
February 20, 1998........... 5,000,000 ......... February 20, 2008........... 6.25%; redeemable in whole
only semi-annually
February 19, 1998........... 5,000,000 ......... February 11, 2013........... 6.50%; redeemable in whole
only semi-annually
May 11, 1998................ 50,000,000 ......... May 11, 2005................ 6.00%; redeemable in whole
only semi-annually
June 30, 1998............... 100,000,000 ......... June 30, 2028............... Zero coupon; redeemable in
whole only semi-annually
January 25, 1999............ 1,000,000,000 ......... January 15, 2009............ 6.00%
</TABLE>
INFORMATION CONCERNING THE TRUSTEES
We, Chase Bank and some of our other subsidiaries maintain deposits and conduct
other banking transactions with the trustee under the Heritage JPM Indentures in
the ordinary course of business. U.S. Bank Trust National Association is also
trustee under the Company Subordinated Indenture and the Heritage Chase
Subordinated Indenture and under the Heritage JPM Junior Subordinated Indenture.
RELATIONSHIP AMONG SUBORDINATION PROVISIONS
No series of our subordinated Debt Securities is subordinated to any other
series of subordinated Debt Securities. However, Antecedent Company Subordinated
Indebtedness is subordinated only to Company Senior Indebtedness while the other
Company Subordinated Securities are subordinated to Company Senior Indebtedness
and, in specified circumstances relating to our dissolution, winding-up,
liquidation or reorganization, to Additional Senior Obligations. Antecedent
Heritage JPM Subordinated Indebtedness, as defined below, is subordinated only
to Heritage JPM Senior Indebtedness, while the other Heritage JPM Subordinated
Securities are subordinated to Heritage JPM Senior Indebtedness and, in
specified circumstances relating to our dissolution, winding-up, liquidation or
reorganization, to Derivative Obligations (the meaning of which term is
substantially identical to Additional Senior Obligations). Heritage Chase
Subordinated Indebtedness is subordinated to all of our obligations to our
creditors, including Company Senior Indebtedness, Heritage JPM Senior
Indebtedness, Additional Obligations and Derivative Obligations, except any
obligation that is expressly stated to have the same rank as, or to rank not
senior to, the Assumed Heritage Chase Subordinated Indebtedness.
The Heritage JPM 1993 Subordinated Indenture defines "Antecedent Heritage JPM
Subordinated Indebtedness" as outstanding Heritage JPM subordinated indebtedness
issued prior to March 1, 1993, as specified in the Heritage JPM 1993
Subordinated Indenture, and includes all 1986 Heritage JPM Subordinated
Indenture Securities.
As a result of the differences described above between the subordination
provisions applicable to the Antecedent Company Subordinated Indebtedness, the
other Company Subordinated Securities, the Antecedent Heritage JPM Subordinated
Indebtedness, the other Heritage JPM Subordinated Securities and the Assumed
Heritage Chase Subordinated Indebtedness, in the event of our dissolution,
winding-up, liquidation or reorganization, the holders of Company Subordinated
Securities and Heritage JPM Subordinated Securities may receive less,
proportionately, than the holders of Antecedent Company Subordinated
Indebtedness and Antecedent Heritage JPM Subordinated Indebtedness, but more,
proportionately, than the holders of Assumed Heritage Chase Subordinated
Indebtedness.
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<PAGE> 40
PERMANENT GLOBAL DEBT SECURITIES
We have issued some series of the Debt Securities as permanent global Debt
Securities. We deposited each permanent global Debt Security with, or on behalf
of, The Depository Trust Company ("DTC"), as depositary, or its nominee and
registered it in the name of a nominee of DTC. Except under the limited
circumstances described below, permanent global Debt Securities are not
exchangeable for definitive, certificated Debt Securities.
Only institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants may own beneficial
interests in a permanent global Debt Security. DTC will maintain records
reflecting ownership of beneficial interests by participants in the permanent
global Debt Securities and transfers of those ownership interests. Participants
will maintain records evidencing ownership of beneficial interests in the
permanent global Debt Securities by persons that hold through those participants
and transfers of those ownership interests within those participants. DTC has no
knowledge of the actual beneficial owners of the Debt Securities. You will not
receive written confirmation from DTC of your purchase, but we do expect that
you will receive written confirmations providing details of the transaction, as
well as periodic statements of your holdings from the participant through which
you entered the transaction. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of those securities in
definitive form. Those laws may impair your ability to transfer beneficial
interests in a permanent global Debt Security.
DTC has advised us that upon the issuance of a permanent global Debt Security
and the deposit of that permanent global Debt Security with DTC, DTC will
immediately credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that permanent global Debt Security
to the accounts of its participants.
We will make payment of principal of, and interest on, Debt Securities
represented by a permanent global Debt Security to DTC or its nominee, as the
case may be, as the registered owner and holder of the permanent global Debt
Security representing those Debt Securities. DTC has advised us that upon
receipt of any payment of principal of, or interest on, a permanent global Debt
Security, DTC will immediately credit accounts of participants with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of that permanent global Debt Security, as shown in the records of DTC.
Standing instructions and customary practices will govern payments by
participants to owners of beneficial interests in a permanent global Debt
Security held through those participants, as is now the case with securities
held for the accounts of customers in bearer form or registered in "street
name". Those payments will be the sole responsibility of those participants,
subject to any statutory or regulatory requirements in effect from time to time.
None of J.P. Morgan Chase, the trustees nor any of our other agents will have
any responsibility or liability for any aspect of the records of DTC, any
nominee or any participant relating to, or payments made on account of,
beneficial interests in a permanent global Debt Security or for maintaining,
supervising or reviewing any of the records of DTC, any nominee or any
participant relating to those beneficial interests.
A permanent global Debt Security is exchangeable for definitive Debt Securities
registered in the name of a person other than DTC or its nominee only if:
(a) DTC notifies us that it is unwilling or unable to continue as
Depositary for that permanent global Debt Security or DTC ceases to be
registered under the Securities Exchange Act of 1934;
(b) we determine in our discretion that the permanent global Debt
Security will be exchangeable for definitive Debt Securities in registered
form; or
(c) there has occurred and is continuing an event of default or an
event which, with notice or the lapse of time or both, would constitute an
event of default under the Debt Securities.
Any permanent global Debt Security that is exchangeable as described in the
preceding sentence will be exchangeable in whole for definitive, certificated
Debt Securities in registered form, of like tenor and of an equal aggregate
principal amount as the permanent global Debt Security, in denominations of
$1,000 and integral multiples of $1,000. The registrar will register the
definitive
37
<PAGE> 41
Debt Securities in the name or names instructed by DTC. We expect that those
instructions may be based upon directions received by DTC from its participants
with respect to ownership of beneficial interests in the permanent global Debt
Security. We will make payment of any principal and interest on the definitive
Debt Securities and will register transfers and exchanges of those definitive
Debt Securities at the corporate trust office of the respective transfer agent
and registrar in the Borough of Manhattan, The City of New York. However, we may
elect to pay interest by check mailed to the address of the person entitled to
that interest payment as of the record date, as shown on the register for the
Debt Securities.
Except as provided above, as an owner of a beneficial interest in a permanent
global Debt Security, you will not be entitled to receive physical delivery of
Debt Securities in definitive form and will not be considered a holder of Debt
Securities for any purpose under the indentures. No permanent global Debt
Security will be exchangeable except for another permanent global Debt Security
of like denomination and tenor to be registered in the name of DTC or its
nominee. Accordingly, you must rely on the procedures of DTC and the participant
through which you own your interest to exercise any rights of a holder under the
permanent global Debt Security or the applicable indenture.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a
permanent global Debt Security desires to take any action that a holder is
entitled to take under the Debt Securities or the indentures, DTC would
authorize the participants holding the relevant beneficial interests to take
that action, and those participants would authorize beneficial owners owning
through those participants to take that action or would otherwise act upon the
instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized under
the laws of the State of New York, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the Securities Exchange Act of 1934. DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions among its participants in those
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
If specified in a supplement to this prospectus with respect to a particular
series, investors may elect to hold interests in a particular series of Debt
Securities outside the United States through or Cedelbank, societe anonyme
("Cedelbank") or Euroclear, if they are participants in those systems, or
indirectly through organizations that are participants in those systems.
Cedelbank and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Cedelbank's and Euroclear's names on
the books of their respective depositaries. Those depositaries in turn hold
those interests in customers' securities accounts in the depositaries' names on
the books of DTC.
Cedelbank has advised us that it is incorporated under the laws of Luxembourg as
a professional depositary. Cedelbank holds securities for its participants and
facilitates the clearance and settlement of securities transactions between
Cedelbank participants through electronic book-entry changes in accounts of
participants, thereby eliminating the need for physical movement of
certificates. Cedelbank provides to Cedelbank participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Cedelbank interfaces with domestic markets in several countries. As a registered
bank in Luxembourg, Cedelbank is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector. Cedelbank participants
are financial institutions around the world, including underwriters, securi-
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<PAGE> 42
ties brokers and dealers, banks, trust companies, clearing corporations and
other organizations and may include the underwriters of any series of Debt
Securities. Indirect access to Cedelbank is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Cedelbank participant, either directly or
indirectly.
Distributions with respect to global Debt Securities held beneficially through
Cedelbank will be credited to cash accounts of Cedelbank participants in
accordance with its rules and procedures, to the extent received by the U.S.
depositary for Cedelbank.
Euroclear has advised us that it was created in 1968 to hold securities for
participants of the Euroclear System and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. The Euroclear System includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries.
The Euroclear System is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). The Euroclear Operator conducts all Euroclear operations, and
all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative
establishes policy for Euroclear on behalf of Euroclear participants. Euroclear
participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and may include the
underwriters for the Debt Securities. Indirect access to Euroclear is also
available to other firms that clear through or maintain a custodial relationship
with a Euroclear participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking corporation
which is a member bank of the Federal Reserve System. As such, it is regulated
and examined by the Board of Governors of the Federal Reserve System and the New
York State Banking Department, as well as the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are
governed by the Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. The Euroclear Operator holds all securities in Euroclear on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear participants and has no record of or
relationship with persons holding through Euroclear participants.
Distributions with respect to global Debt Securities held beneficially through
Euroclear will be credited to the cash accounts of Euroclear participants in
accordance with the Terms and Conditions, to the extent received by the U.S.
depositary for Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Unless otherwise specified in a prospectus supplement with respect to a
particular series of global Debt Securities, initial settlement for global Debt
Securities will be made in immediately available funds. DTC participants will
conduct secondary market trading with other participants in the ordinary way in
accordance with DTC rules. Then secondary market trades will settle in
immediately available funds using DTC's same day funds settlement system.
If the prospectus supplement specifies that interests in the global Debt
Securities may be held through Cedelbank or Euroclear, Cedelbank and/or
Euroclear participants will conduct secondary market trading with other
Cedelbank and/or Euroclear participants in the ordinary way in accordance with
the applicable rules and operating procedures of Cedelbank and Euroclear. Then
secondary market trades will settle using the procedures applicable to
conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through
DTC on the one hand, and directly or indirectly through Cedelbank
39
<PAGE> 43
or Euroclear participants, on the other, will be effected in DTC in accordance
with DTC's rules on behalf of the relevant European international clearing
system by the U.S. depositary for that system; however, those cross-market
transactions will require delivery by the counterparty in the relevant European
international clearing system of instructions to that system in accordance with
its rules and procedures and within its established deadlines (European time).
The relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to the U.S. depositary
for that system to take action to effect final settlement on its behalf by
delivering or receiving interests in global Debt Securities in DTC, and making
or receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Cedelbank participants and Euroclear participants
may not deliver instructions directly to DTC.
Because of time-zone differences, credits of interests in global Debt Securities
received in Cedelbank or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
will be credited the business day following the DTC settlement date. Those
credits or any transactions in global Debt Securities settled during that
processing will be reported to the relevant Euroclear or Cedelbank participants
on that business day. Cash received in Cedelbank or Euroclear as a result of
sales of interests in global Debt Securities by or through a Cedelbank
participant or a Euroclear participant to a DTC participant will be received
with value on the DTC settlement date but will be available in the relevant
Cedelbank or Euroclear cash account only as of the business day following
settlement in DTC.
Although DTC, Cedelbank and Euroclear have agreed to the procedures described
above in order to facilitate transfers of interests in global Debt Securities
among participants of DTC, Cedelbank and Euroclear, they are under no obligation
to perform those procedures and those procedures may be discontinued at any
time.
DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should also refer to our certificate
of incorporation, including the certificates of designations pursuant to which
the outstanding series of our preferred stock, par value $1 per share, were
issued. Our certificate of incorporation is filed as an exhibit to the
registration statement. You should also refer to the applicable provisions of
the Delaware General Corporation Law.
COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
4,500,000,000 shares of our common stock. At December 31, 2000, after giving
effect to the merger with J.P. Morgan, we had [ ] shares of common stock
issued (including [ ] shares held in treasury) and had reserved
approximately [ ] shares of common stock for issuance under various
employee or director incentive, compensation and option plans.
Holders of our common stock are entitled to receive dividends when, as and if
declared by our board of directors out of funds legally available for payment
(subject to the rights of holders of our preferred stock).
Each holder of our common stock is entitled to one vote per share. Subject to
the rights, if any, of the holders of any of our series of preferred stock under
the applicable certificates of designations and applicable law, all voting
rights are vested in the holders of shares of our common stock. Holders of
shares of our common stock have noncumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of directors
can elect 100% of the directors and the holders of the remaining shares will not
be able to elect any directors.
In the event of our voluntary or involuntary liquidation, dissolution or winding
up, the holders of our common stock will be entitled to share equally in any of
our assets available for distribution after we have paid in full all of our
debts and after the holders of all series of our outstanding preferred stock
have received their liquidation preferences in full.
The issued and outstanding shares of common stock are fully paid and
nonassessable. Holders of shares of our common stock are not entitled to
preemptive rights. Our common stock is not convertible into shares of any other
class of our capital stock. Mellon Investor Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for our common stock.
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<PAGE> 44
PREFERRED STOCK
Under our certificate of incorporation, our board of directors is authorized,
without further stockholder action, to issue up to 200,000,000 shares of
preferred stock, in one or more series, and to determine the voting powers and
the designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions of each series.
Outstanding Preferred Stock. As of the date of this prospectus, we have 11
series of preferred stock issued and outstanding, as described in the following
table:
<TABLE>
<CAPTION>
STATED OUTSTANDING RATE IN
VALUE AND AT EFFECT AT
REDEMPTION NUMBER DECEMBER EARLIEST DECEMBER
PRICE OF 31, REDEMPTION 31,
PER SHARE(a) SHARES 2000 DATE 2000
---------------- ------------- -------------- ---------- -----------------
(IN (IN
MILLIONS) MILLIONS)
<S> <C> <C> <C> <C> <C>
Adjustable Rate Cumulative
Preferred Stock, Series A
("Series A preferred stock").... $ 100.00 2.42 $242 12/31/00 5.000%(b)
Variable Rate Cumulative Preferred
Stock, Series B, C, D, E and F
("Series B-F preferred
stock")(c)...................... $1,000.00(c) .25 250 12/31/00(c) (c)
6 5/8% Cumulative Preferred Stock
("6 5/8% preferred stock")(d)... $ 500.00 .40 200 3/31/06 6.625(d)
Adjustable Rate Cumulative
Preferred Stock, Series L
("Series L preferred stock").... $ 100.00 2.0 200 6/30/99 5.040(e)
Adjustable Rate Preferred Stock,
Series N ("Series N preferred
stock")......................... $ 25.00 9.1 228 6/30/99 5.100(e)
10.84% Cumulative Preferred Stock
("10.84% preferred stock")...... $ 25.00 8.0 200 6/30/01 10.840
Fixed/Adjustable Rate
Noncumulative Preferred Stock
("Fixed/Adjustable preferred
stock")......................... $ 50.00 4.0 200 6/30/03 4.960(f)
</TABLE>
---------------
(a) Redemption price is price indicated in table, plus accrued but unpaid
dividends, if any.
(b) Floating rates are based on specified U.S. Treasury rates. The minimum and
maximum annual rates are 5.00% and 11.50%, respectively. Dividend rate
indicated in the table is rate paid on substantially identical series of
J.P. Morgan preferred stock that was converted in the merger into our Series
A Preferred Stock.
(c) Consists of five series of preferred stock. Variable dividends are
calculated as described under "Dividends" below. Each series is eligible for
redemption at the times and for the prices described under "Rights Upon
Liquidation; Redemption" below.
(d) Shares of this series are represented by depositary shares, each
representing a one-tenth interest in a share of preferred stock of the
series. Dividend rate indicated in the table is the rate for substantially
identical Series of J.P. Morgan preferred stock that was converted in the
merger into our 6 5/8% preferred stock.
(e) Floating rates are based on specified U.S. Treasury rates. The minimum and
maximum annual rates for each series are 4.50% and 10.50%, respectively.
(f) Dividends on this series for dividend periods commencing on or after July 1,
2003 will be at a floating rate based on specified U.S. Treasury rates (but
subject to a minimum rate of 5.46% and a maximum rate of 11.46%). The amount
of dividends payable may be adjusted, and the stock may be redeemed earlier
than June 30, 2003, in the event of specified amendments to the Internal
Revenue Code of 1986 relating to the dividends-received deduction.
Ranking. All the outstanding series of preferred stock have the same rank. All
the outstanding series of preferred stock have preference over the common stock
with respect to the payment of dividends and the distribution of assets in the
event of our liquidation or dissolution.
Dividends. Dividends payable on each series of outstanding preferred stock,
other than our Series B-F preferred stock, are payable quarterly, when and as
declared by the board of directors, in the amounts determined as set forth in
the above table, on each March 31, June 30, September 30 and December 31.
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<PAGE> 45
The dividend rates for our Series B-F preferred stock are determined either by
an auction conducted for each series on the business day before a new dividend
period begins or by a remarketing. The method used to determine the dividend
rate is set by an agent of J.P. Morgan Chase appointed for the purpose of
determining that method, based on then-existing financing alternatives. If the
auction method is used, the dividend rates are based on bids submitted to the
trust company that conducts the auction by existing and potential holders of the
preferred stock. If the remarketing method is used, the dividend rates are the
lowest rate at which the shares can be remarketed for a specified per share
amount. The rate for any dividend period is subject to a maximum rate based on
the "AA" composite commercial paper rate, LIBOR or the U.S. Treasury rate,
depending on the length of the dividend period and the credit ratings of the
Series B-F preferred stock. If we fail to pay or set aside for payment at the
applicable time dividends payable or fail to pay at the applicable time the
redemption price for shares called for redemption, and that failure continues
for more than three business days, then the dividend rate for each dividend
period until that failure is cured will be 200% of the federal funds rate, the
"AA" composite commercial paper rate, LIBOR or the U.S. Treasury rate, depending
on the length of the dividend period. Dividends on our Series B-F preferred
stock are payable on dividend payment dates set by an agent of J.P. Morgan Chase
appointed for the purpose of setting those dates. A dividend period may be no
longer than 30 years and no shorter than seven days, in the case of shares for
which the auction method is used, or one business day, in the case of shares for
which the remarketing method is used. In the case of shares for which the
auction method is used, the dividend period will be 49 days, unless changed by
the agent or unless there are specified changes to applicable tax laws.
Dividends on all the outstanding series of our preferred stock, other than our
Fixed/Adjustable preferred stock, are cumulative. If we fail to declare a
dividend on our Fixed/Adjustable preferred stock for any dividend period,
holders of that series will have no right to receive a dividend for that
dividend period, whether or not we declare dividends on that series for any
future dividend periods.
We may not declare or pay any dividends on any series of preferred stock,
unless, for the dividend period commencing after the immediately preceding
dividend payment date, we have previously declared and paid or we
contemporaneously declare and pay full dividends (and cumulative dividends still
owing, if any) on all other series of preferred stock which have the same rank
as, or rank senior to, that series of preferred stock. If we do not pay in full
the dividend on those equally- and senior-ranking series, we may only declare
dividends pro rata, so that the amount of dividends declared per share on that
series of preferred stock and on each other equally-ranking series of preferred
stock will bear to each other the same ratio that accrued dividends per share on
that series of preferred stock and those other series bear to each other. In
addition, generally, unless we have paid full dividends, including cumulative
dividends still owing, if any, on all outstanding shares of any series of
preferred stock, we may not declare or pay dividends on our common stock and
generally we may not redeem or purchase any common stock. We will not pay
interest or any sum of money instead of interest on any dividend payment or
payments that may be in arrears.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of preferred
stock would be entitled to receive liquidating distributions in the amount set
forth opposite the applicable series in the table above, plus accrued and unpaid
dividends, if any, before we make any distribution of our assets to the holders
of our common stock.
Each of our outstanding series of preferred stock, other than our Series B-F
preferred stock, which we discuss below, is redeemable at our option on or after
the applicable date set forth opposite that series in the table above and at a
redemption price per share equal to the redemption price set forth opposite that
series in the table above, plus accrued but unpaid dividends, if any. In
addition, we may redeem the shares of our Fixed/Adjustable preferred stock
earlier than June 30, 2003 in the event of specified amendments to the Internal
Revenue Code of 1986 relating to the dividends-received deduction.
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<PAGE> 46
Shares of each series of our Series B-F preferred stock are eligible for
redemption in units of 100 shares as follows:
- on the last dividend payment date in any dividend period;
- at any time during any dividend period in which the dividend rate is the
then-applicable maximum rate; and
- on any other redemption date established in the preceding auction or
remarketing.
The redemption price for each series of our Series B-F preferred stock will
equal (1) $1,000 per share in the case of a redemption described in the first or
second bullet point above or (2) the redemption price established in the
preceding auction or remarketing, in each case, plus accrued and unpaid
dividends.
Voting Rights. Holders of shares of our outstanding preferred stock have no
voting rights, except as described below or as required by the Delaware General
Corporation Law.
All of our currently outstanding series of preferred stock provide that if, at
the time of any annual meeting of our stockholders, the equivalent of six
quarterly dividends payable on any series of outstanding cumulative preferred
stock is in default, the number of directors constituting our board of directors
will be increased by two and the holders of all the outstanding preferred stock,
voting together as a single class, will be entitled to elect those additional
two directors at that annual meeting. In accordance with the requirements of our
Series L preferred stock, Series N preferred stock and 10.84% preferred stock,
each director elected by the holders of shares of the outstanding preferred
stock will continue to serve as director for the full term for which he or she
was elected, even if prior to the end of that term we have paid in full the
amount of dividends that had been in arrears. For purposes of this paragraph,
"default" means that accrued and unpaid dividends on the applicable series are
equal to or greater than the equivalent of six quarterly dividends.
Under regulations adopted by the Federal Reserve Board, if the holders of any
series of our preferred stock become entitled to vote for the election of
directors because dividends on that series are in arrears, that series may then
be deemed a "class of voting securities." In such a case, a holder of 25% or
more of the series, or a holder of 5% or more if that holder would also be
considered to exercise a "controlling influence" over J.P. Morgan Chase, may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act of 1956. In addition, (1) any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire or retain 5% or more of that series, and (2) any person other
than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
Our Series N preferred stock and 10.84% preferred stock provide that the
affirmative vote of the holders of at least two-thirds of the shares of all
outstanding series of preferred stock, voting together as a single class without
regard to series, will be required to:
- create any class or series of stock having a preference over any outstanding
series of preferred stock; or
- change the provisions of our certificate of incorporation in a manner that
would adversely affect the voting powers or other rights of the holders of a
series of preferred stock.
Those series also state that if the amendment does not adversely affect all
series of outstanding preferred stock, then the amendment will only need to be
approved by holders of at least two thirds of the shares of the series of
preferred stock adversely affected.
Our Series L preferred stock provides as follows:
- the consent of holders of at least two-thirds of the outstanding shares of the
particular series, voting as a separate class, is required for any amendment
of our certificate of incorporation that would adversely affect the powers,
preferences, privileges or rights of that series; and
- the consent of the holders of at least two-thirds of the voting power of that
series and each of the series of preferred stock having the same rank, voting
together as a single class without regard to series, is required to create,
authorize or issue, or reclassify any stock into any additional class or
series of stock ranking prior to that series as to dividends or upon
liquidation, or any other security or obligation convertible into or
exercisable for any such prior-ranking stock.
43
<PAGE> 47
Our Series A preferred stock, Series B-F preferred stock and 6 5/8% preferred
stock each provides that a vote of at least two-thirds of the voting power of
all outstanding shares of the applicable series, and all outstanding shares of
our preferred stock having the same rank as that series, voting together as a
single class without regard to series, will be necessary in order to:
- authorize or issue any capital stock that will be senior to that series of
preferred stock as to dividends or upon liquidation; or
- amend, alter or repeal any of the provisions of the our certificate of
incorporation, including the certificate of designation relating to that
series, in such a way as to adversely affect (or materially adversely affect,
in the case of our 6 5/8% preferred stock) the preferences, rights, powers or
privileges of the preferred stock of that series.
Miscellaneous. No series of our outstanding preferred stock is convertible into
shares of our common stock or other securities of J.P. Morgan Chase. No series
of our outstanding preferred stock is subject to preemptive rights.
Transfer Agent and Registrar. Mellon Investor Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for our outstanding preferred
stock and depositary shares, other then our Series B-F preferred Stock. Bankers
Trust Company is the transfer agent, registrar and dividend disbursement agent
for our Series B-F preferred stock. The registrar will send notices to the
holders of the preferred stock or depositary shares of any meetings at which
such holders will have the right to elect directors or to vote on any other
matter.
DEPOSITARY SHARES
Our 6 5/8% preferred stock is represented by depositary shares, each
representing a one-tenth interest in a share of that preferred stock.
The following is a summary of material provisions of the deposit agreement
between us and Morgan Guaranty Trust Company, as depositary, with respect to
those depositary shares. This description is qualified by reference to the
deposit agreement, a copy of which is an exhibit to the registration statement.
Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received on our 6 5/8% preferred stock to
the record holders of the depositary shares in proportion to the number of
depositary shares owned by those holders. If we make a distribution other than
in cash, the depositary will distribute property received by it to the record
holders of depositary shares that are entitled to receive the distribution,
unless the depositary determines that it is not feasible to make the
distribution. If this occurs, the depositary may, with our approval, sell the
property and distribute the net proceeds from that sale to the holders.
Withdrawal of Stock. A holder of depositary receipts evidencing depositary
shares may, upon surrender of the depositary receipts at the corporate trust
office of the depositary, obtain the number of whole shares of 6 5/8% preferred
stock and any money or other property represented by those depositary shares, by
surrendering his, her or its depositary receipts to the depositary. Holders of
depositary shares will be entitled to receive whole shares of our 6 5/8%
preferred stock, but will not be subsequently entitled to receive depositary
shares with respect to those shares of preferred stock. If the depositary
receipts surrendered by the holder represent more shares of stock than are being
withdrawn by the holder, the depositary will issue a new depositary receipt
representing the excess number of shares.
Redemption of Depositary Shares. Upon redemption by us, in whole or in part, of
our 6 5/8% preferred stock, the depositary will redeem the depositary shares
from the proceeds received by it from that redemption. The redemption price per
depositary share will be equal to one-tenth of the redemption price per share of
our 6 5/8% preferred stock. Whenever we redeem shares of our 6 5/8% preferred
stock, the depositary will redeem, as of the same redemption date, a number of
depositary shares representing the number of shares of our 6 5/8% preferred
stock redeemed.
Voting the 6 5/8% Preferred Stock. Upon receipt of notice of any meeting at
which the holders of our 6 5/8% preferred stock are entitled to vote, the
depositary will mail the information contained in the notice of meeting to the
record holders of the depositary shares. Each record holder of those depositary
shares on the record date, which will be the same date as the record date for
our 6 5/8% preferred stock, will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the number of shares of our
6 5/8% preferred stock represented by that holder's depos-
44
<PAGE> 48
itary shares. The depositary will try, as far as practicable, to vote the number
of shares of our 6 5/8% preferred stock underlying those depositary shares in
accordance with those instructions, and we will agree to take all action
requested by the depositary in order to enable the depositary to do so. The
depositary will not vote shares of our 6 5/8% preferred stock if it does not
receive specific instructions from the holders of depositary shares relating to
those shares.
Amendment and Termination of the Deposit Agreement. The deposit agreement may
be amended at any time by agreement between us and the depositary. However, any
amendment that materially and adversely alters the rights of the holders of
depositary shares will not be effective unless that amendment has been approved
by the holders of at least a majority of the depositary shares then outstanding.
The deposit agreement may be terminated by us or the depositary only if:
- all outstanding depositary shares have been redeemed; or
- there has been a final distribution in respect of our 6 5/8% preferred stock
in connection with any liquidation, dissolution or winding up of J.P. Morgan
Chase and that distribution has been distributed to the holders of depositary
receipts.
Charges of the Depositary. We are responsible for the payment of all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements. We will also pay charges of the depositary in
connection with any redemption of our 6 5/8% preferred stock. Holders of
depositary receipts must pay transfer and other taxes and governmental charges
and any other charges expressly provided in the deposit agreement to be for
their accounts.
Resignation and Removal of Depositary. The depositary may resign at any time by
delivering a notice to us of its election to do so. We may remove the depositary
at any time. Any resignation or removal will take effect upon the appointment of
a successor depositary and its acceptance of its appointment. The successor
depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50 million.
Miscellaneous. The depositary will forward to holders of depositary receipts
all reports and communications received from us and required to be furnished to
the holders of our 6 5/8% preferred stock. Neither J.P. Morgan Chase nor the
depositary will be liable if prevented or delayed by law or any circumstance
beyond its control in performing its obligations under the deposit agreement. We
and the depositary disclaim any obligation or liability under the deposit
agreement to holders of depositary receipts other than for negligence or willful
misconduct. Neither of us will be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or our 6 5/8% preferred stock
unless satisfactory indemnity is furnished. We and the depositary may rely upon
written advice of counsel or accountants, or upon information provided by
persons presenting our 6 5/8% preferred stock for deposit, by holders of
depositary receipts or by other persons believed to be competent, and on
documents believed to be genuine. The depositary disclaims responsibility for
the failure to carry out any instructions to vote any of the depositary shares
or for the manner or effect of any vote made, as long as that action or inaction
is in good faith. The depositary will be responsible to us for any liability
arising out of acts performed or omitted by the depositary due to its gross
negligence or willful misconduct.
PERMANENT GLOBAL PREFERRED SECURITIES
We have issued some series of our preferred stock as permanent global securities
deposited with the DTC as depositary ("global preferred securities"). We have
deposited each global preferred security with or on behalf of DTC or its nominee
and registered it in the name of a nominee of DTC. Except under the limited
circumstances described below, global preferred securities are not exchangeable
for definitive certificated preferred stock.
Only institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants may own beneficial
interests in a global preferred security. DTC will maintain records evidencing
ownership of beneficial interests by participants in a global preferred security
and transfers of those ownership interests. Participants will maintain records
evidencing ownership of beneficial interests in a global preferred security by
persons that hold through those participants and transfers of those ownership
interests within those participants. DTC has no knowledge of the actual
beneficial owners of the preferred stock. If you purchase an interest
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<PAGE> 49
in a global preferred stock, you will not receive written confirmation from DTC
of your purchase, but we do expect you to receive written confirmations
providing details of the transaction, as well as periodic statements of your
holdings, from the participants through which you entered the transaction. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of those securities in definitive, certificated form. Those
laws may impair your ability to transfer beneficial interests in a global
preferred security.
DTC has advised us that upon the issuance of a global preferred security and the
deposit of that global preferred security with DTC, DTC will immediately credit,
on its book-entry registration and transfer system, the respective number of
shares represented by that global preferred security to the accounts of its
participants.
We will make payments on the preferred stock represented by a global preferred
security to DTC or its nominee, as the case may be, as the registered owner and
holder of the global preferred security representing that preferred stock. DTC
has advised us that upon receipt of any payment on a global preferred security,
DTC will immediately credit accounts of participants on its book-entry
registration and transfer system with payments in amounts proportionate to their
respective beneficial interests in that global preferred security, as shown in
the records of DTC. Standing instructions and customary practices will govern
payments by participants to owners of beneficial interests in a global preferred
security held through those participants, as is now the case with securities
held for the accounts of customers in bearer form or registered in "street
name". Those payments will be the sole responsibility of those participants,
subject to any statutory or regulatory requirements in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on
account of, beneficial interests in a global preferred security or for
maintaining, supervising or reviewing any of the records of DTC, any nominee or
any participant relating to those beneficial interests.
A global preferred security is exchangeable for definitive certificated
preferred stock registered in the name of a person other than DTC or its
nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for that global preferred security or DTC ceases to be
registered under the Securities Exchange Act of 1934; or
(b) we determine in our discretion that the global preferred security
will be exchangeable for certificated preferred stock.
Any global preferred security that is exchangeable in accordance with the
preceding sentence will be exchangeable in whole for definitive, certificated
preferred stock registered by the registrar in the name or names instructed by
DTC. We expect that those instructions may be based upon directions received by
DTC from its participants with respect to ownership of beneficial interests in
the global preferred security.
Except as provided above, as an owner of a beneficial interest in a global
preferred security, you will not be entitled to receive physical delivery of
certificates representing shares of preferred stock and will not be considered a
holder of preferred stock. No global preferred security will be exchangeable
except for another global preferred security to be registered in the name of DTC
or its nominee. Accordingly, you must rely on the procedures of DTC and the
participant through which you own your interest to exercise any rights of a
holder of preferred stock.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
preferred security desires to take any action that a holder of preferred stock
is entitled to take, DTC would authorize the participants holding the relevant
beneficial interests to take that action, and those participants would authorize
beneficial owners owning through those participants to take that action or would
otherwise act upon the instructions of beneficial owners owning through them.
EXPERTS
The financial statements of Chase incorporated in this prospectus by reference
to the Annual Report of Chase on Form 10-K for the year ended December 31, 1999
have been incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
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<PAGE> 50
[J.P. MORGAN CHASE & CO. LOGO]
J.P. MORGAN CHASE & CO.
<PAGE> 51
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission...... $3,960,000*
Blue Sky fees and expenses.................................. 20,000**
Accountants' fees and expenses.............................. 200,000**
Printing and engraving expenses............................. 225,000**
Rating agency fees.......................................... 175,000**
Trustee fees................................................ 75,000**
NASD fee.................................................... 60,000**
Miscellaneous expenses...................................... 30,500**
10,000**
----------
Total.................................................. $4,755,500**
==========
</TABLE>
---------------
* Previously paid.
** Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation may
indemnify any person in connection 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
II-1
<PAGE> 52
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability as described
above.
The Restated Certificate of Incorporation of The Chase Manhattan Corporation
(the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or elimination of the liability of
directors, no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.
The Registrant's Restated Certificate of Incorporation empowers the Registrant
to indemnify any director, officer, employee or agent of the Registrant or any
other person who is serving at the Registrant's request in any such capacity
with another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, an employee benefit plan) to the fullest extent
permitted under the DGCL as from time to time in effect, and any such
indemnification may continue as to any person who has ceased to be a director,
officer, employee or agent and may inure to the benefit of the heirs, executors
and administrators of such a person.
The Registrant's Restated Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors, notwithstanding any interest of
the directors in the action, to purchase and maintain insurance in such amounts
as the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Registrant or any other person who is serving at the
Registrant's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or her or
incurred by him or her in any such capacity arising out of his or her status as
such (including, without limitation, expenses, judgments, fines (including any
excise taxes assessed on a person with respect to any employee benefit plan) and
amounts paid in settlement) to the fullest extent permitted under the DGCL as
from time to time in effect, whether or not the Registrant would have the power
or be required to indemnify any such individual under the terms of any agreement
or by-law or the DGCL.
In addition, the Registrant's By-laws require indemnification to the fullest
extent permitted under applicable law, as from time to time in effect. The
By-laws provide a clear and unconditional right to indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Registrant or, at the request of the Registrant, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the By-
laws and entitle the persons to be indemnified to have all expenses incurred in
advance of the final disposition of a proceeding paid by the Registrant. Such
provisions, however, are intended to be in furtherance and not in limitation of
the general right to indemnification provided in the By-laws, which right of
indemnification and of advancement of expenses is not exclusive.
The Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
II-2
<PAGE> 53
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (incorporated
by reference to Exhibit 1.1 to Registration Statement on
Form S-3 (File No. 333-56573) The Chase Manhattan
Corporation).
1.2 Form of Master Agency Agreement, dated as of February 1,
1990, as amended and restated as of June 12, 1997, between
The Chase Manhattan Corporation and the agents party thereto
(incorporated by reference to Exhibit 1.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
1.3 Form of Equity Securities Underwriting Agreement
(incorporated by reference to Exhibit 1.3 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-07941) of
The Chase Manhattan Corporation).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
3.3 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Registration Statement on Form
S-4 (File No. 333-47350) of The Chase Manhattan
Corporation).
3.4 Certificate of Designations of Fixed/Adjustable Rate
Noncumulative Preferred Stock of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
3.5 Form of Restated Certificate of Incorporation of J.P. Morgan
Chase & Co.***
3.6 By-Laws of The Chase Manhattan Corporation, as amended
(incorporated by reference to Exhibit 4.4 of the
Registration Statement on Form S-8 (File No. 333-92217) of
The Chase Manhattan Corporation).
4.1 Form of Certificate for shares of Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement, of The Chase Manhattan Corporation
(File No. 33-64261)).
4.2 Form of Certificate of Designations for Preferred Stock
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.3 Form of Deposit Agreement (incorporated by reference to
Exhibit 4.3 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.4 Form of Depositary Receipt of Depositary Shares
(incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.5 Deposit Agreement, dated as of February 8, 1996, between
J.P. Morgan & Co. Incorporated (to be succeeded by merger by
J.P. Morgan Chase & Co.) and Morgan Guaranty Trust Company,
as Depository (incorporated by reference to Exhibit 4.7 to
the Registration Statement on Form 8-A of The Chase
Manhattan Corporation, filed December 20, 2000 File No.
1-5805)).
</TABLE>
II-3
<PAGE> 54
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
4.5 Indenture, dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and Bankers Trust Company, as successor to The
Chase Manhattan Bank (National Association), which Indenture
includes the form of Senior Securities (incorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3 (File No. 33-32409) of The Chase Manhattan
Corporation (formerly known as Chemical Banking
Corporation)).
4.6 Indenture, dated as of April 1, 1987, as amended and
restated as of December 15, 1992, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association), as successor to Morgan Guaranty Trust Company
of New York, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K of The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) (File No. 1-5805) dated December 22, 1992).
4.7 Second Supplemental Indenture, dated as of October 8, 1996,
between The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation) and U.S. Bank Trust National
Association (formerly known as First Trust of New York,
National Association, as successor Trustee to Morgan
Guaranty Trust Company of New York), as Trustee, to the
Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992 (incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-3 (File
No. 333-14959) of The Chase Manhattan Corporation).
4.8 Third Supplemental Indenture, dated as of December 29, 2000,
between The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation) and U.S. Bank Trust National
Association (formerly known as First Trust of New York,
National Association, as successor Trustee to Morgan
Guaranty Trust Company of New York), as Trustee, to the
Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992.***
4.9 Indenture, dated as of July 1, 1986, between The Chase
Manhattan Corporation and Bankers Trust Company, as Trustee
(incorporated by reference to Exhibit (4)(a) to the
Registration Statement on Form S-3 (File No. 33-7299) of The
Chase Manhattan Corporation).
4.10 First Supplemental Indenture, dated as of November 1, 1990,
between The Chase Manhattan Corporation and Bankers Trust
Company, to the Indenture, dated as of July 1, 1986
(incorporated by reference to Exhibit (4)(b) to the
Registration Statement on Form S-3 (File No. 33-42367) of
The Chase Manhattan Corporation).
4.11 Second Supplemental Indenture, dated as of May 1, 1991,
between The Chase Manhattan Corporation and Bankers Trust
Company, as Trustee, to the Indenture, dated as of July 1,
1986 (incorporated by reference to Exhibit 4(b) to the
Registration Statement on Form S-3 (File No. 33-42367) of
The Chase Manhattan Corporation).
4.12 Third Supplemental Indenture, dated as of March 29, 1996,
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture, dated as of July 1, 1986 (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Amended and Restated Indenture, dated as of September 1,
1993, between The Chase Manhattan Corporation and U.S. Bank
Trust National Association (as successor trustee to Chemical
Bank), as Trustee (incorporated by reference to Exhibit
(4)(cc) to the Current Report on Form 8-K, dated August 19,
1993, of The Chase Manhattan Corporation (File No. 1-5945)).
</TABLE>
II-4
<PAGE> 55
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
4.14 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation Chemical Bank, as resigning Trustee, and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
trustee to Chemical Bank), as Trustee, to the Indenture
dated as of September 1, 1993 (incorporated by reference to
Exhibit 4.22 to the Registration Statement on Form S-3 (File
No. 333-14959) of The Chase Manhattan Corporation).
4.15 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to Chemical
Bank), to the Amended and Restated Indenture dated as of
September 1, 1993 (incorporated by reference to Exhibit 4.23
to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.16 Third Supplemental Indenture, dated as of December 29, 2000,
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to Chemical
Bank)), to the Amended and Restated Indenture dated as of
September 1, 1993.***
4.17 Indenture, dated as of August 15, 1982, between J.P. Morgan
& Co. Incorporated (to be succeeded by merger by J.P. Morgan
Chase & Co.) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association, as successor Trustee to Manufacturers Hanover
Trust Company), as Trustee (incorporated by reference to the
Current Report on Form 8-K, dated February 7, 1986, of J.P.
Morgan & Co. Incorporated (File. No. 1-5885 ).
4.18 Form of First Supplemental Indenture, dated as of May 5,
1986, between J.P. Morgan & Co. Incorporated (to be
succeeded by merger by J.P. Morgan Chase & Co.) and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
Trustee to Manufacturers Hanover Trust Company), as Trustee,
to the Indenture, dated as of August 15, 1982 (incorporated
by reference to Current Report on Form 8-K, dated August 13,
1986, of J.P. Morgan & Co. Incorporated (File No. 1-5885).
4.19 Second Supplemental Indenture, dated as of February 27,
1996, between J.P. Morgan & Co. Incorporated (to be
succeeded by merger by J.P. Morgan Chase & Co.) and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
Trustee to Manufacturers Hanover Trust Company), as Trustee,
to the Indenture, dated as of August 15, 1982 (incorporated
by reference to Current Report on Form 8-K, dated February
23, 1996, of J.P. Morgan & Co. Incorporated (File No.
1-5885)).
4.20 Third Supplemental Indenture, dated as of January 30, 1996,
between J.P. Morgan & Co. Incorporated (to be succeeded by
merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to
Manufacturers Hanover Trust Company), as Trustee, to the
Indenture, dated as of August 15, 1982 (incorporated by
reference to Exhibit (4)(a) to Current Report on Form 8-K,
dated January 30, 1997, of J.P. Morgan & Co. Incorporated
(File No. 1-5885)).
4.21 Fourth Supplemental Indenture, dated as of December 29,
2000, between J.P. Morgan & Co. Incorporated (to be
succeeded by merger by J.P. Morgan Chase & Co.) and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
Trustee to Manufacturers Hanover Trust Company), as Trustee,
to the Indenture, dated as of August 15, 1982.***
</TABLE>
II-5
<PAGE> 56
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
4.22 Indenture, dated as of December 1, 1986, between J.P. Morgan
& Co. Incorporated (to be succeeded by merger by J.P. Morgan
Chase & Co.) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association, as successor Trustee to Manufacturers Hanover
Trust Company), as Trustee (incorporated by reference to
Exhibit 4 to Current Report on Form 8-K, dated April 12,
1989, of J.P. Morgan & Co. Incorporated (File No. 1-5885)).
4.23 First Supplemental Indenture, dated as of May 12, 1992,
between J.P. Morgan & Co. Incorporated (to be succeeded by
merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to
Manufacturers Hanover Trust Company), as Trustee, to the
Indenture, dated as of December 1, 1986 (incorporated by
reference to Exhibit 4(a)(1) to Registration Statement on
Form S-3 (File No. 33-45651) of J.P. Morgan & Co.
Incorporated).
4.24 Second Supplemental Indenture, dated as of December 29,
2000, between J.P. Morgan & Co. Incorporated (to be
succeeded by J.P. Morgan Chase & Co.) and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to
Manufacturers Hanover Trust Company), as Trustee, to the
Indenture, dated as of December 1, 1986.***
4.25 Indenture, dated as of March 1, 1993, between J.P. Morgan &
Co. Incorporated (to be succeeded by merger by J.P. Morgan
Chase & Co.) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association, as successor Trustee to Manufacturers Hanover
Trust Company), as Trustee (incorporated by reference to
Exhibit 4(a) to Registration Statement on Form S-3 (File No.
33-45651) of J.P. Morgan & Co. Incorporated).
4.26 First Supplemental Indenture, dated as of December 29, 2000,
between J.P. Morgan & Co. Incorporated (to be succeeded by
J.P. Morgan Chase & Co.) and U.S. Bank Trust National
Association (formerly known as First Trust of New York,
National Association, as successor Trustee to Manufacturers
Hanover Trust Company), as Trustee, to the Indenture, dated
as of March 1, 1993.***
4.27 Form of Subordinated Security (incorporated by reference to
Exhibit 4.13 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.28 Form of Debt Securities Warrant Agreement.*
4.29 Form of Preferred Stock Warrant Agreement.*
4.30 Form of Common Stock Warrant Agreement.*
4.31 Form of Currency Warrants Warrant Agreement.*
4.32 Form of Fixed Rate Senior Medium-Term Note (incorporated by
reference to Exhibit 4.18 to Registration Statement on Form
S-3 (File No. 333-56573) of The Chase Manhattan
Corporation).
4.33 Form of Floating Rate Senior Medium-Term Note (incorporated
by reference to Exhibit 4.19 to Amendment No. 1 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
4.34 Form of Fixed Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.20 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.35 Form of Floating Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.21 to Amendment No.
1 to Registration Statement on Form S-3 (File No. 333-56573)
of The Chase Manhattan Corporation).
5 Opinion of Simpson Thacher & Bartlett.**
</TABLE>
II-6
<PAGE> 57
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
12.1 Computation of Ratios of Earnings to Fixed Charges for
Period Ended December 31, 1999 (incorporated by reference to
Exhibit 12(a) to Annual Report on Form 10-K for the Year
Ended December 31, 1999 of The Chase Manhattan Corporation
(File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges for
Period Ended September 30, 2000 (incorporated by reference
to Exhibit 12(a) to the Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 2000 of The Chase Manhattan
Corporation (File No. 1-5805)).
12.3 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
December 31, 1999 (incorporated by reference to Exhibit
12(b) to Annual Report on Form 10-K for the Year Ended
December 31, 1999 of The Chase Manhattan Corporation (File
No. 1-5805)).
12.4 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
September 30, 2000 (incorporated by reference to Exhibit
12(b) to the Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 2000 of The Chase Manhattan Corporation
(File No. 1-5805)).
23.1 Consent of PricewaterhouseCoopers LLP.***
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5).**
24 Powers of Attorney.**
25.1 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of Bankers Trust Company.**
25.2 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.**
</TABLE>
---------------
* To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
** Previously filed.
*** Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
II-7
<PAGE> 58
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-8
<PAGE> 59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment on Form S-3 and has
duly caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, on December 29, 2000.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ ANTHONY J. HORAN
------------------------------------
(Anthony J. Horan, Secretary)
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board, Chief Executive Officer
--------------------------------------------------- and Director
(William B. Harrison, Jr.) (Principal Executive Officer)
* Director
---------------------------------------------------
(Hans W. Becherer)
* Director
---------------------------------------------------
(Frank A. Bennack, Jr.)
* Director
---------------------------------------------------
(Susan V. Berresford)
* Director
---------------------------------------------------
(M. Anthony Burns)
* Director
---------------------------------------------------
(H. Laurence Fuller)
* Director
---------------------------------------------------
(Melvin R. Goodes)
* Director
---------------------------------------------------
(William H. Gray III)
* Director
---------------------------------------------------
(Harold S. Hook)
* Director
---------------------------------------------------
(Helene L. Kaplan)
* Director
---------------------------------------------------
(Henry B. Schacht)
</TABLE>
II-9
<PAGE> 60
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
---------------------------------------------------
(Andrew C. Sigler)
* Director
---------------------------------------------------
(John R. Stafford)
* Director
---------------------------------------------------
(Marina V.N. Whitman)
* Vice Chairman Finance and Risk Management
--------------------------------------------------- (Principal Accounting Officer)
(Marc J. Shapiro)
* Executive Vice President and Controller
--------------------------------------------------- (Principal Accounting Officer)
(Joseph L. Sclafani)
</TABLE>
* Anthony J. Horan hereby signs this Post-Effective Amendment on behalf of each
of the indicated persons for whom he is attorney-in-fact on December 29, 2000
pursuant to a power of attorney previously filed.
By /s/ ANTHONY J. HORAN
------------------------------------
(Anthony J. Horan, Secretary)
Dated: December 29, 2000
II-10
<PAGE> 61
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (incorporated
by reference to Exhibit 1.1 to Registration Statement on
Form S-3 (File No. 333-56573) The Chase Manhattan
Corporation).
1.2 Form of Master Agency Agreement, dated as of February 1,
1990, as amended and restated as of June 12, 1997, between
The Chase Manhattan Corporation and the agents party thereto
(incorporated by reference to Exhibit 1.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
1.3 Form of Equity Securities Underwriting Agreement
(incorporated by reference to Exhibit 1.3 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-07941) of
The Chase Manhattan Corporation).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
3.3 Certificate of Amendment of Restated Certificate of
Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Registration Statement on Form
S-4 (File No. 333-47350) of The Chase Manhattan
Corporation).
3.4 Certificate of Designations of Fixed/Adjustable Rate
Noncumulative Preferred Stock of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
3.5 Form of Restated Certificate of Incorporation of J.P. Morgan
Chase & Co.***
3.6 By-Laws of The Chase Manhattan Corporation, as amended
(incorporated by reference to Exhibit 4.4 of the
Registration Statement on Form S-8 (File No. 333-92217) of
The Chase Manhattan Corporation).
4.1 Form of Certificate for shares of Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement, of The Chase Manhattan Corporation
(File No. 33-64261)).
4.2 Form of Certificate of Designations for Preferred Stock
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.3 Form of Deposit Agreement (incorporated by reference to
Exhibit 4.3 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.4 Form of Depositary Receipt of Depositary Shares
(incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.5 Deposit Agreement, dated as of February 8, 1996, between
J.P. Morgan & Co. Incorporated (to be succeeded by merger by
J.P. Morgan Chase & Co.) and Morgan Guaranty Trust Company,
as Depository (incorporated by reference to Exhibit 4.7 to
the Registration Statement on Form 8-A of The Chase
Manhattan Corporation, filed December 20, 2000 File No.
1-5805)).
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4.5 Indenture, dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and Bankers Trust Company, as successor to The
Chase Manhattan Bank (National Association), which Indenture
includes the form of Senior Securities (incorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3 (File No. 33-32409) of The Chase Manhattan
Corporation (formerly known as Chemical Banking
Corporation)).
4.6 Indenture, dated as of April 1, 1987, as amended and
restated as of December 15, 1992, between The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association), as successor to Morgan Guaranty Trust Company
of New York, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K of The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation) (File No. 1-5805) dated December 22, 1992).
4.7 Second Supplemental Indenture, dated as of October 8, 1996,
between The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation) and U.S. Bank Trust National
Association (formerly known as First Trust of New York,
National Association, as successor Trustee to Morgan
Guaranty Trust Company of New York), as Trustee, to the
Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992 (incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-3 (File
No. 333-14959) of The Chase Manhattan Corporation).
4.8 Third Supplemental Indenture, dated as of December 29, 2000,
between The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation) and U.S. Bank Trust National
Association (formerly known as First Trust of New York,
National Association, as successor Trustee to Morgan
Guaranty Trust Company of New York), as Trustee, to the
Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992.***
4.9 Indenture, dated as of July 1, 1986, between The Chase
Manhattan Corporation and Bankers Trust Company, as Trustee
(incorporated by reference to Exhibit (4)(a) to the
Registration Statement on Form S-3 (File No. 33-7299) of The
Chase Manhattan Corporation).
4.10 First Supplemental Indenture, dated as of November 1, 1990,
between The Chase Manhattan Corporation and Bankers Trust
Company, to the Indenture, dated as of July 1, 1986
(incorporated by reference to Exhibit (4)(b) to the
Registration Statement on Form S-3 (File No. 33-42367) of
The Chase Manhattan Corporation).
4.11 Second Supplemental Indenture, dated as of May 1, 1991,
between The Chase Manhattan Corporation and Bankers Trust
Company, as Trustee, to the Indenture, dated as of July 1,
1986 (incorporated by reference to Exhibit 4(b) to the
Registration Statement on Form S-3 (File No. 33-42367) of
The Chase Manhattan Corporation).
4.12 Third Supplemental Indenture, dated as of March 29, 1996,
among Chemical Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee, to the
Indenture, dated as of July 1, 1986 (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Amended and Restated Indenture, dated as of September 1,
1993, between The Chase Manhattan Corporation and U.S. Bank
Trust National Association (as successor trustee to Chemical
Bank), as Trustee (incorporated by reference to Exhibit
(4)(cc) to the Current Report on Form 8-K, dated August 19,
1993, of The Chase Manhattan Corporation (File No. 1-5945)).
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4.14 First Supplemental Indenture dated as of March 29, 1996
among Chemical Banking Corporation, The Chase Manhattan
Corporation Chemical Bank, as resigning Trustee, and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
trustee to Chemical Bank), as Trustee, to the Indenture
dated as of September 1, 1993 (incorporated by reference to
Exhibit 4.22 to the Registration Statement on Form S-3 (File
No. 333-14959) of The Chase Manhattan Corporation).
4.15 Second Supplemental Indenture dated as of October 8, 1996
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to Chemical
Bank), to the Amended and Restated Indenture dated as of
September 1, 1993 (incorporated by reference to Exhibit 4.23
to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.16 Third Supplemental Indenture, dated as of December 29, 2000,
between The Chase Manhattan Corporation and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to Chemical
Bank)), to the Amended and Restated Indenture dated as of
September 1, 1993.***
4.17 Indenture, dated as of August 15, 1982, between J.P. Morgan
& Co. Incorporated (to be succeeded by merger by J.P. Morgan
Chase & Co.) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association, as successor Trustee to Manufacturers Hanover
Trust Company), as Trustee (incorporated by reference to the
Current Report on Form 8-K, dated February 7, 1986, of J.P.
Morgan & Co. Incorporated (File. No. 1-5885).
4.18 Form of First Supplemental Indenture, dated as of May 5,
1986, between J.P. Morgan & Co. Incorporated (to be
succeeded by merger by J.P. Morgan Chase & Co.) and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
Trustee to Manufacturers Hanover Trust Company), as Trustee,
to the Indenture, dated as of August 15, 1982 (incorporated
by reference to Current Report on Form 8-K, dated August 13,
1986, of J.P. Morgan & Co. Incorporated (File No. 1-5885).
4.19 Second Supplemental Indenture, dated as of February 27,
1996, between J.P. Morgan & Co. Incorporated (to be
succeeded by merger by J.P. Morgan Chase & Co.) and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
Trustee to Manufacturers Hanover Trust Company), as Trustee,
to the Indenture, dated as of August 15, 1982 (incorporated
by reference to Current Report on Form 8-K, dated February
23, 1996, of J.P. Morgan & Co. Incorporated (File No.
1-5885)).
4.20 Third Supplemental Indenture, dated as of January 30, 1996,
between J.P. Morgan & Co. Incorporated (to be succeeded by
merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to
Manufacturers Hanover Trust Company), as Trustee, to the
Indenture, dated as of August 15, 1982 (incorporated by
reference to Exhibit (4)(a) to Current Report on Form 8-K,
dated January 30, 1997, of J.P. Morgan & Co. Incorporated
(File No. 1-5885)).
4.21 Fourth Supplemental Indenture, dated as of December 29,
2000, between J.P. Morgan & Co. Incorporated (to be
succeeded by merger by J.P. Morgan Chase & Co.) and U.S.
Bank Trust National Association (formerly known as First
Trust of New York, National Association, as successor
Trustee to Manufacturers Hanover Trust Company), as Trustee,
to the Indenture, dated as of August 15, 1982.***
</TABLE>
<PAGE> 64
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4.22 Indenture, dated as of December 1, 1986, between J.P. Morgan
& Co. Incorporated (to be succeeded by merger by J.P. Morgan
Chase & Co.) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association, as successor Trustee to Manufacturers Hanover
Trust Company), as Trustee (incorporated by reference to
Exhibit 4 to Current Report on Form 8-K, dated April 12,
1989, of J.P. Morgan & Co. Incorporated (File No. 1-5885)).
4.23 First Supplemental Indenture, dated as of May 12, 1992,
between J.P. Morgan & Co. Incorporated (to be succeeded by
merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to
Manufacturers Hanover Trust Company), as Trustee, to the
Indenture, dated as of December 1, 1986 (incorporated by
reference to Exhibit 4(a)(1) to Registration Statement on
Form S-3 (File No. 33-45651) of J.P. Morgan & Co.
Incorporated).
4.24 Second Supplemental Indenture, dated as of December 29,
2000, between J.P. Morgan & Co. Incorporated (to be
succeeded by J.P. Morgan Chase & Co.) and U.S. Bank Trust
National Association (formerly known as First Trust of New
York, National Association, as successor Trustee to
Manufacturers Hanover Trust Company), as Trustee, to the
Indenture, dated as of December 1, 1986.***
4.25 Indenture, dated as of March 1, 1993, between J.P. Morgan &
Co. Incorporated (to be succeeded by merger by J.P. Morgan
Chase & Co.) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association, as successor Trustee to Manufacturers Hanover
Trust Company), as Trustee (incorporated by reference to
Exhibit 4(a) to Registration Statement on Form S-3 (File No.
33-45651) of J.P. Morgan & Co. Incorporated).
4.26 First Supplemental Indenture, dated as of December 29, 2000,
between J.P. Morgan & Co. Incorporated (to be succeeded by
J.P. Morgan Chase & Co.) and U.S. Bank Trust National
Association (formerly known as First Trust of New York,
National Association, as successor Trustee to Manufacturers
Hanover Trust Company), as Trustee, to the Indenture, dated
as of March 1, 1993.***
4.27 Form of Subordinated Security (incorporated by reference to
Exhibit 4.13 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.28 Form of Debt Securities Warrant Agreement.*
4.29 Form of Preferred Stock Warrant Agreement.*
4.30 Form of Common Stock Warrant Agreement.*
4.31 Form of Currency Warrants Warrant Agreement.*
4.32 Form of Fixed Rate Senior Medium-Term Note (incorporated by
reference to Exhibit 4.18 to Registration Statement on Form
S-3 (File No. 333-56573) of The Chase Manhattan
Corporation).
4.33 Form of Floating Rate Senior Medium-Term Note (incorporated
by reference to Exhibit 4.19 to Amendment No. 1 to
Registration Statement on Form S-3 (File No. 333-56573) of
The Chase Manhattan Corporation).
4.34 Form of Fixed Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.20 to Registration
Statement on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.35 Form of Floating Rate Subordinated Medium-Term Note
(incorporated by reference to Exhibit 4.21 to Amendment No.
1 to Registration Statement on Form S-3 (File No. 333-56573)
of The Chase Manhattan Corporation).
5 Opinion of Simpson Thacher & Bartlett.**
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12.1 Computation of Ratios of Earnings to Fixed Charges for
Period Ended December 31, 1999 (incorporated by reference to
Exhibit 12(a) to Annual Report on Form 10-K for the Year
Ended December 31, 1999 of The Chase Manhattan Corporation
(File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges for
Period Ended September 30, 2000 (incorporated by reference
to Exhibit 12(a) to the Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 2000 of The Chase Manhattan
Corporation (File No. 1-5805)).
12.3 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
December 31, 1999 (incorporated by reference to Exhibit
12(b) to Annual Report on Form 10-K for the Year Ended
December 31, 1999 of The Chase Manhattan Corporation (File
No. 1-5805)).
12.4 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for Period Ended
September 30, 2000 (incorporated by reference to Exhibit
12(b) to the Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 2000 of The Chase Manhattan Corporation
(File No. 1-5805)).
23.1 Consent of PricewaterhouseCoopers LLP.***
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5).**
24 Powers of Attorney.**
25.1 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of Bankers Trust Company.**
25.2 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.**
</TABLE>
---------------
* To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
** Previously filed.
*** Filed herewith.
