<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file
December 31, 1999 number 1-5805
The Chase Manhattan Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
270 Park Avenue, New York, N.Y. 10017
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, as set forth in the pages attached
hereto:
Exhibit 22.1-Annual Report on Form 11-K of the 401(k) Savings Plan of The Chase
Manhattan Bank and Certain Affiliated Companies for the fiscal year ended
December 31, 1999.
Page 1 of 55
Exhibit Index on page 52
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from__________ to ____________
Commission file number 1-5805
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
(Full title of the plan)
THE CHASE MANHATTAN CORPORATION
(Name of issuer of securities pursuant to the plan)
270 Park Avenue
New York, New York 10017
(Address of principal executive office)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
By: /S/ Joseph L. Sclafani
Joseph L. Sclafani
The Chase Manhattan Corporation
Controller
(Principal Accounting Officer)
Date: June 23, 2000
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
FINANCIAL STATEMENTS AND EXHIBITS
INDEX
Page
Number(s)
Financial Statements and Schedules:
Independent Auditors' Reports.............................................4-5
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998............................................6
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998........................7
Notes to Financial Statements............................................8-23
Schedule of Assets Held for Investment Purposes at December 31, 1999....24-41
Schedule of Assets Held for Investment Purposes That Were Both Acquired
and Disposed of Within the Plan Year for the Year Ended
December 31, 1999.......................................................42-50
Schedule of Five Percent Reportable Transactions
For the Year Ended December 31, 1999.................................51
Exhibit Index..............................................................52
Signature of Principal Accounting Officer..................................53
Consent of Independent Auditors.........................................54-55
3
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Participants and Plan Administrator of the
401(K) Savings Plan of the Chase Manhattan Bank
and Certain Affiliated Companies:
We have audited the accompanying statement of net assets available for
benefits of the 401 (K) SAVINGS PLAN OF THE CHASE MANHATTAN BANK and CERTAIN
AFFILIATED COMPANIES (the "Plan") as of December 31, 1999, and the related
statement of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999, and the changes in net assets available for benefits for
the year then ended in conformity with generally accepted accounting principles.
Our 1999 audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes at December 31, 1999, assets held for
investment purposes that were both acquired and disposed of within the plan year
for the year ended December 31, 1999 and five percent reportable transactions
for the year ended December 31, 1999 are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA). The supplemental schedules have been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
Mitchell & Titus, LLP
New York, New York
June 16, 2000
4
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Participants and Plan Administrator of the
401(k) Savings Plan of the Chase Manhattan Bank
and Certain Affiliated Companies:
We have audited the accompanying statement of net assets available for
benefits of the 401 (k) Savings Plan of The Chase Manhattan Bank and Certain
Affiliated Companies (the Plan) as of December 31, 1998, and the related
statement of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1998, and the changes in net assets available for benefits for
the year then ended in conformity with generally accepted accounting
principles.
KPMG LLP
New York, New York
June 18, 1999
5
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
Assets:
<S> <C> <C>
The Chase Manhattan Corporation Common Stock $ 2,036,266,597 $ 2,017,700,081
Registered Investment Companies 930,895,574 865,388,507
Collective Trust Funds 911,068,197 715,267,135
Guaranteed Investment Contracts 781,080,437 645,347,257
Corporate Debt Instruments 304,043,313 237,877,102
Loans to Participants 186,358,107 167,909,912
Common Stocks 183,268,863 156,111,695
Preferred Stocks 4,539,671 -
United States Government and
Government Agency Obligations 164,983,240 143,420,418
Interest Bearing & Money Market Funds 74,178,660 7,543,890
Certificate of Deposits 1,999,876 28,496,519
Other Investments 19,098,757 73,896,907
----------------- ------------------
Total Investments at Value (See Note 3) 5,597,781,292 5,058,959,423
Cash 2,917,023 9,501,397
Dividends and Interest Receivable 4,869,346 3,867,872
Receivable for Securities Sold 19,826,479 13,303,798
----------------- ------------------
Total Assets 5,625,394,140 5,085,632,490
----------------- ------------------
Liabilities:
Payable for Securities Purchased 52,923,842 65,167,828
Accrued Expenses 192,293 -
Other 1,167,334 483,938
----------------- ------------------
Total Liabilities 54,283,469 65,651,766
----------------- ------------------
Net Assets Available for Benefits $ 5,571,110,671 $ 5,019,980,724
================= ==================
</TABLE>
The Notes to Financial Statements are an integral part of these Statements.
6
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Contributions:
Contributing Employers' Contributions $ 107,267,491 $ 104,756,620
Participants' Contributions 180,131,531 173,634,567
-------------- -------------
Total Contributions 287,399,022 278,391,187
-------------- -------------
Investment Activities:
Investment Income:
Dividends from The Chase Manhattan Corporation
Common Stock 43,257,536 37,399,725
Interest 87,762,423 85,006,379
Other Dividends 13,852,880 3,839,273
------------- -------------
Total Investment Income 144,872,839 126,245,377
------------- -------------
Unrealized Net Appreciation (Depreciation)
on Investments:
Beginning of the Year 1,069,446,731 456,872,183
End of the Year 884,153,824 1,069,446,731
-------------- --------------
Change in Unrealized Appreciation (Depreciation) (185,292,907) 612,574,548
-------------- --------------
Realized Net Gain (Loss):
Proceeds from Sales and Redemptions 23,007,928,565 16,622,675,406
Cost of Investments Sold and Redeemed 22,370,622,376 16,523,296,745
-------------- --------------
Realized Net Gain (Loss) from Sales and Redemptions 637,306,189 99,378,661
-------------- --------------
Increase in Net Assets Available for Benefits Derived
from Investment Activities 596,886,121 838,198,586
Participants' Withdrawals (318,980,506) (278,342,087)
Expenses (2,231,482) (1,020,360)
Transfer From (To) Other Plans, Net (Notes 15, 16 & 17) (11,943,208) (74,491)
-------------- --------------
Net Change During the Year 551,129,947 837,152,835
Net Assets Available for Benefits at Beginning of Year 5,019,980,724 4,182,827,889
================== =================
Net Assets Available for Benefits at End of Year $ 5,571,110,671 $5,019,980,724
================== =================
The Notes to Financial Statements are an integral part of these Statements.
</TABLE>
7
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 1999 and 1998
1. Description of the Plan
The 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated
Companies (the "Plan") is a defined contribution plan. The following is a brief
description of the salient features of the Plan. Participants should refer to
the plan document for a more complete description.
The Plan enables eligible employees of The Chase Manhattan Bank (the
"Bank") and certain affiliated companies thereof to accumulate a fund, the value
of which is to be applied for their benefit upon retirement or earlier
separation from service. Under the Plan, a participant may elect to have his or
her eligible salary reduced on a pre- and/or post-tax basis by a specified
percentage; the amount of such reduction is thereupon contributed on his or her
behalf by the participant's contributing employer ("Contributing Employer") and
allocated to such participant's account under the Plan. The Contributing
Employer will make a matching contribution of 100% of the participant's pre-tax
election up to 5% of the participant's eligible salary. Amounts contributed to a
participant's account under the Plan by the participant and by his or her
Contributing Employer are held in a Trust Fund (the "Trust Fund").
Generally, each employee of a Contributing Employer is eligible to become a
participant ("Participant") in the Plan upon completing one year of service.
Generally, any employee who is employed on an hourly, occasional, casual,
temporary, seasonal or retainer basis, or an individual who is on a foreign
currency payroll, or any individual who would be deemed to be an employee of a
Contributing Employer under the employee leasing provisions of Section 414(n) of
the Internal Revenue Code of 1986, as amended (the "Code"), is not eligible to
participate in the Plan.
The Plan complies with the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"). The Plan is designed to comply with Section 404(c) of
ERISA and the regulations issued thereunder. As a result, the Plan's fiduciaries
may be relieved of liability for losses that result from the Participants'
individual investment decisions.
2. Investment Program
The net assets available for benefits of the Plan at December 31, 1999 are
held in the Trust Fund administered by the Bank, as trustee (the "Trustee"), to
be invested and distributed in accordance with the Plan and the Trust Agreement
under which the Trust Fund has been established.
The Plan as of January 1, 1999 provided eight investment funds, i.e., three
fixed income and five equity funds. As of July 1, 1999 the Plan Investment
Management Committee authorized one additional fixed income fund and three
additional equity investment funds for a total of twelve core investment funds.
In addition, it authorized four investment funds called lifestyle funds.
The lifestyle funds consist of a prediversified combination of both fixed
income and equity core funds to match a particular investment style. They are
rebalanced each calendar quarter so that each fund's investment mix continues to
meet its particular investment objective, risk and return profile. Also
effective July 1, 1999 daily activities in these funds are recorded by Hewitt
Associates.
8
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
2. Investment Program (continued)
A brief description of the investment funds is as follows:
Core Investment Funds and Core Unit Trust Funds
Short-Term Fixed Income Fund - The Fund invests primarily in short-term
fixed income securities issued or fully guaranteed by the United States
Government or its agencies, certificates of deposit, commercial paper, bankers
acceptances, short-term corporate bonds, floating rate securities and repurchase
agreements. The Fund is managed by the Bank.
Stable Value Fund - The Fund has invested primarily in contracts issued by
insurance companies providing for the repayment of principal and the crediting
of interest for a fixed period of time. The assets of the Fund may also be
invested in bonds, debentures, notes or other evidences of indebtedness, shares
of preferred stock, insurance and bank investment contracts, and any other
property with a fixed or floating rate of return. These investments may include
futures and other derivatives, securities and interests in trust funds
consisting of fixed income securities that have been created and maintained for
the collective investment of funds of employee benefit plans ("Collective trust
funds"). The fund is managed by Dwight Asset Management Company.
Intermediate Bond Fund - The assets of the Fund may be invested in bonds,
notes, trust and participation certificates, insurance and bank contracts, other
evidences of indebtedness or property - secured or unsecured - with a fixed or
floating rate of return, including futures and derivatives, securities, and
interests in collective trust funds that invests in fixed-income securities. The
Fund is managed by Western Asset Management.
*High Yield Bond Funds -The Fund invests in corporate bonds, notes,
convertible bonds, equities, trusts and participation certificates, insurance
and bank contracts and other evidence of indebtedness; and equity shares of
preferred sock or property - secured or unsecured - with a fixed or floating
rate of return, including futures and derivatives, securities, and interests in
collective trust funds that invests in fixed-income securities. The majority of
the Fund's investments are speculative. The Fund is managed by Mackay-Shields
Financial Corporation.
Growth and Income Fund - The Growth and Income Fund purchases shares of the
Chase Vista Select Growth and Income Fund - a registered, open-ended investment
company or mutual fund. The Chase Vista Select Growth and Income Fund seeks to
achieve its investment objective by investing all of the investable assets in
the Growth and Income Portfolio ("Vista Portfolio"), an open ended investment
company with investment objectives identical to those of the Chase Vista Select
Growth and Income Fund. The Vista Portfolio invests primarily (at least 80%) of
its assets in common stocks of issuers with a broad range of market
capitalisation. The mutual fund is managed by the Bank.
*Large Cap Value Index Fund -The assets of the Fund are passively managed
as an "indexed fund" that invests directly or indirectly in stocks comprising
the Russell 1000 Value Index and, from time to time, futures and options. The
assets of the fund may be invested in a collective trust fund that invests in
such stocks, futures, and options. The Fund is managed by Barclays Global
Investors, N.A.
9
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
2. Investment Program (continued)
Core Investment Funds and Core Unit Trust Funds (continued)
S&P 500 Index Fund - The assets of the S&P 500 Index Fund are passively
managed as an "indexed fund" that invests directly or indirectly in stocks
comprising the S&P 500 Index and, from time to time, futures and options. The
assets of the fund are to be invested in a collective trust fund that invests in
such stocks, futures, and options. The Fund is managed by Barclays Global
Investors, N.A.
*Large Cap Growth Index Fund - The assets of the Large Cap Growth Index
Fund are passively managed as an "indexed fund" that invests directly or
indirectly in stocks comprising the Russell 1000 Growth Index and, from time to
time, futures and options. The assets of the fund may be invested in a
collective trust fund that invests in such stocks, futures, and options. The
Fund is managed by Barclays Global Investors, N.A.
*Equity Growth Fund - The Fund purchases shares of Chase Equity Growth Fund
II- a registered, open-ended investment company or mutual fund. The Chase Equity
Growth Fund II will invest in growth oriented stocks of large capitalization
companies with strong earnings momentum and profitability. Under normal
conditions, the Chase Equity Growth Fund II will invest at least 70% of the
value of its total assets in equities. The mutual fund is managed by the Bank.
Small Cap Equity Fund - The Fund purchases Institutional Shares of the
Chase Vista Small Cap Equity Fund - a registered, open-ended investment company
or mutual fund. The main objective of that Vista fund, under normal
circumstances is to invest at least 80% of its total assets in equity securities
and at least 65% of its total assets in equity securities of companies with
market capitalizations of $1 billion or less at the time of purchase. The mutual
fund is managed by the Bank.
International Equity Fund - The assets of the Fund are invested in equity
securities of corporations incorporated or doing business primarily in Europe,
Australia, and Asia, with market capitalization generally in excess of $500
million. The Fund is managed by Investment Advisers, Inc.
Chase Common Stock Fund - The Fund is invested in primarily shares of
common stock of The Chase Manhattan Corporation (the "Corporation"). The shares
may be purchased directly from the Corporation from its authorized but unissued
shares of common stock, its treasury stock, or on the open market or by the
exercise of subscription, conversion or other rights.
*These additional funds were made available effective July 1, 1999.
10
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
2. Investment Program (continued)
Lifestyle Funds
The four lifestyle funds, as described below, were made available effective
July 1, 1999. Assets of the life style funds are invested in the 12 core
investment funds in accordance with the investment allocation policy for these
funds.
Conservative Lifestyle Fund - The fund seeks to provide stable returns with
limited exposure to equities. Its assets are invested primarily in core funds of
the Plan with a target asset allocation policy of investing about 80% of its
assets in specified core fixed income funds and 20% of its assets in specified
core equity funds.
Moderately Conservative Lifestyle Fund - The fund seeks to provide higher
returns with more exposure to equities than the Conservative Lifestyle Fund. Its
assets are invested primarily in core funds of the Plan with a target asset
allocation policy of investing about 60% of its assets in specified core fixed
income funds and 40% of its assets in specified core equity funds.
Moderately Aggressive Lifestyle Fund - The fund seeks to provide higher
returns with a larger exposure to high risk carrying stocks than either the
Conservative Lifestyle Fund or Moderately Conservative Lifestyle Fund. Its
assets are invested primarily in core funds of the Plan with a target asset
allocation policy of investing about 40% of its assets in specified core fixed
income funds and 60% of its assets in specified core equity funds.
Aggressive Lifestyle Fund - The fund seeks to provide the highest returns
with most exposure to stocks than any of the other Lifestyle Funds. Its assets
are invested primarily in core funds of the Plan with a target asset allocation
policy of investing about 20% of its assets in specified core fixed income funds
and 80% of its assets in specified core equity funds.
Other Funds
Loan Fund - Under a loan program, loans are granted from the Plan to
eligible Participants as of a daily valuation date. This fund was established to
account for all loan disbursements and repayments.
Frozen Fixed Income Fund (former Fund G of the Saving Incentive Plan of
Chemical Bank and Certain Affiliated Companies -"the Chemical Plan") - Primarily
benefits responsive group annuity contracts, managed by Dwight Asset Management.
Investment in this fund was limited to those individuals who had balances in
this fund as of December 31, 1992. As all the annuity contracts matured during
the year 1999, proceeds received for these contracts have been transferred to
the Stable Value Fund of the Plan except some residual amount.
The investment activities, i.e. sales and purchases of assets, income,
gains and losses and investment management fees are recorded by the trustee in
the core investment funds. However, records of transactions relating to
participants, i.e., employee and employer contributions, distributions,
inter-fund transfers and investment management fees for the unit trust funds
including other expenses are maintained in the unit trust funds and life style
funds.
Participants may elect to allocate their account balances and contributions
in the investment funds on a daily basis. These requests for fund-reallocations,
transfers and distributions are also processed on a daily basis using the net
asset values. The changes become effective as of the next business day if the
request for a reallocation is made before 4 p.m. Eastern Time or the close of
the New York Stock Exchange, whichever is earlier.
11
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
2. Investment Program (continued)
The details of total investments by participants in unit trust funds (which
include investments from life style funds) as of December 31, 1999 are as
follows:
<TABLE>
<CAPTION>
December 31, 1999
<S> <C>
Chase 401K Chase Common Stock Trust Units $2,109,839,519
Chase 401K S&P 500 Index Trust Units 869,471,678
Chase 401K Stable Value Trust Units 783,327,038
Chase 401K Growth & Income Trust Units 563,274,163
Chase 401K Small Cap Trust Units 306,663,629
Chase 401K Short Term Fixed Income Trust Units 299,325,161
Chase 401K International Equity Trust Units 190,003,902
Chase 401K Intermediate Bond Trust Units 147,733,930
Chase 401K Large Cap Growth Index Trust Units 44,444,140
Chase 401K Equity Growth Trust Units 41,150,109
Chase 401K Large Cap Value Index Trust Units 16,043,924
Chase 401K High Yield Bond Trust Units 13,462,395
Interest Bearing Money Market Funds 12,976
Loans to Participants 186,358,107
Total investments in core investment funds $5,571,110,671
(for details please see page 6 & schedule of Assets
at pages 24 - 41)
</TABLE>
3. Summary of Significant Accounting Policies
The accounting policies followed in the preparation of the Plan's financial
statements conform with generally accepted accounting principles. The following
is a summary of the significant policies:
SOP 99-3 - Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters
During the year the Plan adopted Statement of Position 99-3 ("SOP 99-3")
Accounting for and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters. Pursuant to SOP 99-3, a defined contribution plan
that provides participant-directed investment programs is no longer required to
disclose amounts relating to those individual programs as a separate fund in the
financial statements in columnar form, or in the related disclosures. In
addition, defined contribution plans are not required to present
participant-directed plan investments in the statement of net assets available
for benefits by general type.
Investment Valuation
The Plan values the underlying investments of the Trust Fund as follows:
United States Government and government agency obligations and corporate
debt instruments are valued at the last reported bid (quoted market) price.
Guaranteed annuity contracts or group annuity contracts with insurance
companies, which are benefits responsive, are carried at contract value (cost
plus accrued income). Investments in mutual, commingled and group trust funds
are valued at the per unit amounts reported by such funds, which approximates
fair
12
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
3. Summary of Significant Accounting Policies (continued)
Investment Valuation (continued)
value. The Corporation's common stock is valued at the closing price
reported on the composite tape of the New York Stock Exchange. Common and
preferred stocks are valued at the closing price reported of the major market on
which the security is traded. Certificates of deposits, interest bearing & money
market funds and loans to Participants are valued at cost, which approximates
fair value.
The Plan enters into transactions whereby securities are sold under
agreements to repurchase those securities at an agreed upon price. Such
agreements are carried at the purchase price which approximates fair value in
the normal course. The market value of securities to be repurchased is monitored
on a regular basis.
Forward foreign currency contracts are valued at market forward rates
obtained from independent market quotations and unrealized appreciation or
depreciation is recorded. The Plan will realize a gain or loss upon the closing
or settlement of the forward transaction.
Exchange traded futures and options contracts are valued at market daily
based upon the last reported sales price on the principal exchange on which the
contract is traded with the resulting changes in contract value being recorded
as realized net gain/loss.
Securities Transactions
Securities transactions are accounted for on a trade-date basis. Realized
gains and losses are computed based on the average cost of securities sold.
Dividend income is recorded on the ex-dividend date. Interest income is
accounted for on the accrual basis. Participants with investments in the
Corporation's common stock may receive distributions of shares. The realized
gain or loss resulting from distributions in kind is based on the difference
between the average cost and the value of the stock distributed on the Valuation
Date of the distribution. Securities, cash and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollars at the
prevailing market rates in effect on the valuation date. Income and expenses are
translated at the exchange rates prevailing at the date of the transaction.
Unit Trust Funds
The values of assets in the unit trust funds are adjusted on a daily basis
to match the values of its assets invested in the core investment funds.
Participants' Withdrawals
Participants' withdrawals are recorded when paid. Participants' withdrawals
requested but not yet paid are not included in the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, changes
therein and the disclosure of contingent assets and liabilities at the date the
financial statements are prepared. Actual results could differ from those
estimates.
13
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
3. Summary of Significant Accounting Policies (continued)
Differences Between Financial Statements and Form 5500
The Plan calculates realized gains and losses and unrealized appreciation
(depreciation) as the difference between current market value and cost. Internal
Revenue Service ("IRS") Form 5500 calculates realized gains and losses and
unrealized appreciation (depreciation) as the difference between current market
value and market value at the prior period year-end.
The Plan does not reflect as liabilities amounts allocated to accounts of
Participants who have elected to withdraw from the Plan but have not yet been
paid. The Department of Labor, however, requires that these amounts be reported
as a liability on Form 5500.
The following is a reconciliation of net assets available for benefits as
disclosed in the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
Net assets available for benefits per the financial statements $ 5,571,110,671 $ 5,019,980,724
Less: Amounts allocated to withdrawing Participants 1,303,576 22,356,453
Net assets available for benefits per the Form 5500 $ 5,569,807,095 $ 4,997,624,271
</TABLE>
The following is a reconciliation of benefits paid to Participants as
disclosed in the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998
<S> <C> <C>
Benefits paid to Participants per the financial statements $ 318,980,506 $ 278,342,087
Add: Amounts allocated to withdrawing Participants at
end of year 1,303,576 22,356,453
Less: Amounts allocated to withdrawing Participants at
beginning of year 22,356,453 17,006,375
Benefits paid to Participants per the Form 5500 $ 297,927,629 $ 283,692,165
</TABLE>
Amounts allocated to withdrawing Participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
Reclassification
Certain amounts in the prior year financial statements have been
reclassified to conform to the 1999 presentation.
14
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
4. Investments
Investments by the same issuer that represent five percent or more of the
Plan's net assets available for benefits at December 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
Principal Amount,
Number of
Shares or Units
Description Cost Fair Value
Investments at Fair Value:
At December 31, 1999:
<S> <C> <C> <C>
The Chase Manhattan Corporation Common Stock 26,210,994 $1,370,024,760 $2,036,266,597
BGI Equity Index Fund 45,500,645 794,615,309 869,640,174
Vista Small Cap Equity Fund 12,662,716 264,504,726 306,817,607
Vista Growth and Income Select Fund 11,057,884 470,787,115 563,288,632
At December 31, 1998:
The Chase Manhattan Corporation Common Stock 28,415,311 $1,334,593,421 $2,017,700,081
Barclays Global Investors Equity Index Fund 18,777,660 433,692,234 715,267,135
Vista Small Cap Equity Fund 12,534,410 256,801,759 296,689,477
Vista Growth and Income Select Fund 11,909,927 501,850,991 568,699,030
</TABLE>
5. Investments in Options, Futures and Foreign Exchange Contracts
The Plan held investments in options and futures in the Intermediate Bond
Fund and in foreign exchange contracts in the High Yield Bond Fund (in 1999) and
the International Equity Fund (in 1998). These investments are recorded in the
schedule of assets available for plan benefits.
Certain risks result from investing in foreign securities in the
International Equity Fund that are in addition to the usual risks inherent in
domestic investments. Such risks include future political, economic and currency
exchange developments including investment restrictions and changes in foreign
laws.
Foreign Currency Contracts
A foreign currency contract obligates one party to purchase and the other
party to sell a specific currency at a set price on a future date. In order to
hedge against foreign currency exchange rate risks on foreign currency
denominated transactions and holdings or for investment purposes, the Plan may
buy or sell foreign forward currency contracts.
The Plan's risks include giving up the opportunity for profit in a hedge
transaction and unanticipated movements in the value of a foreign currency
relative to the U.S. dollar in transactions entered into for investment
purposes. The Plan is also subject to the credit risk that the other party will
not complete the obligation of the contract.
15
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
5. Investments in Options, Futures and Foreign Exchange Contracts
Foreign Currency Contracts (continued)
The following represents foreign currency contracts at December 31, 1999
and 1998:
<TABLE>
<CAPTION>
Notional or
Description Contract value Fair Value
At December 31, 1999:
<S> <C> <C>
British Pound Forward Currency Contract
GBP 85,400, Ex 3/01/00, Net Payable - ($1,739)
British Pound Forward Currency Contract
GBP 8,611, Ex 3/01/00, Net Receivable - 120
European Monetary Union Forward Currency Contract
EUR 50,000, Ex 2/07/00, Net Receivable - 1,659
European Monetary Union Forward Currency Contract
EUR 100,000, Ex 2/07/00, Net Receivable - 2,053
European Monetary Union Forward Currency Contract
EUR 52,250, Ex 2/07/00, Net Receivable - 869
Net Foreign Exchange Variation in the Value of
Unsettled Foreign Security Transactions - 1,031
At December 31, 1998:
Japanese Yen Forward Currency Contract
JPY 917,954,391, Ex 3/02/99, Net Payable - ($623,094)
Singapore Dollar Forward Currency Contract
SGD 5,022,771, Ex 3/19/99, Net Payable - (160,509)
</TABLE>
Options and Futures
By writing options, the Plan receives a premium and becomes obligated
during the term of the option to purchase or sell securities at a set price if
the option is exercised. By purchasing options, the Plan pays a premium to buy
or sell a security at a set price during a future fixed period.
Futures contracts are contracts for delayed delivery of securities or money
market instruments in which the seller agrees to make delivery at a specified
future date of a specified instrument, at a specified price or yield. Upon
entering into an options or futures contract, the Plan is required to deposit
either cash or securities in an amount (initial margin) equal to a certain
percentage of the contract value. Subsequent payments (variation margin) are
made or received by the Plan each day.
The Plan has the risk that the price volatility of the options and futures
contract may not correlate with the prices of the portfolio securities. The
Plan's activities in these contracts are conducted through regulated exchanges
which do not result in counterparty credit risks since the exchanges assume the
risk that a counterparty will not settle and generally
16
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
5. Investments in Options, Futures and Foreign Exchange
Contracts(continued)
Options and Futures (continued)
require margin deposits of cash or securities as collateral to minimize
potential credit risk. Liquidity risk may arise if there is insufficient trading
activity on the options and futures exchange.
A further risk in buying an option is that the Plan pays a premium whether
or not the option is exercised. The risk in writing a call option is that the
Plan gives up the opportunity for profit if the market price of the security
increases and the option is exercised. The risk in writing a put option is that
the Plan may incur a loss if the market price of the security decreases and the
option is exercised. Risks arise from the possible inability of counterparties
to meet the term of the contracts and from movement in securities values and
interest rates. The Plan also has the risk of not being able to enter into a
closing transaction if a liquid secondary market does not exist.
The following represents the contracts held by the Plan as of December 31,
1999 and 1998:
<TABLE>
<CAPTION>
Notional or
Description Contract value Fair Value
At December 31, 1999:
<S> <C> <C>
Written Call Options US Treasury Bonds Ex 2/19/00 ($69,849) ($25,781)
Written Call Options US Treasury Bonds Ex 5/20/00 (41,254) (38,391)
Written Call Option US Treasury Bonds Ex 2/19/00 (60,262) (8,719)
Written Call Option US Treasury Bonds Ex 5/20/00 (43,939) (17,719)
Written Put Option US Treasury Bonds Ex 2/19/00 (1,991) (1,359)
Written Put Option US Treasury Bonds Ex 5/20/00 (27,935) (54,469)
Written Put Option US Treasury Bonds Ex 2/19/00 (42,234) (56,875)
US Treasury Bonds CBT Futures Short Ex 3/31/00 (51,287) -
US Treasury Note CBT 10 years Futures Long Ex 3/31/00 59,562 -
US Treasury Bonds CBT Futures Long Ex 3/31/00 (16,662) -
US Treasury Bonds Futures Ex 6/21/00 (423,885) -
At December 31, 1998:
Purchase Call Options Jan 99 Eurodollar Ex 1/15/99 38,865 14,350
Purchase Call Options Mar 99 Eurodollar Ex 3/15/99 78,074 130,625
Written Call Option US Treasury Bonds Ex 2/20/99 (51,674) (19,688)
Written Call Option US Treasury Bonds Ex 2/20/99 (18,994) (4,688)
Written Put Option US Treasury Bonds Ex 2/20/99 (50,012) (40,359)
Written Put Option US Treasury Bonds Ex 2/20/99 (16,933) (22,687)
Written Call Option Treasury Notes Ex 2/20/99 (17,302) (7,594)
US Treasury Bond Futures Contracts Long Ex 3/99 287,294 -
US Treasury Bond Futures Contracts Short Ex 3/99 (43,657) -
10 year US Treasury Note Futures Contracts Short Ex 3/99 (107,813) -
5 year US Treasury Note Futures Contracts Long Ex 3/99 127,973 -
5 year US Treasury Note Futures Contracts Short Ex 3/99 (3,533) -
</TABLE>
17
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
6. Contributions
Deferred Contributions and Voluntary Contributions
A Participant may elect to defer from 1% to 8% of such individual's
Eligible Salary (as defined below) each pay period (in whole percentages) on a
pre-tax basis and to have that amount contributed to the Plan by the
Contributing Employer ("Deferred Contributions"). The maximum amount deferred
for 1999 and 1998 Plan Years may not exceed the applicable statutory limit for
calendar years 1999 and 1998. A Participant may also contribute from 1% to 4% of
Eligible Salary after applicable taxes ("Voluntary Contributions"), through
payroll deductions. Amounts earned through the investment of Deferred and
Voluntary Contributions will not be taxed until they are distributed. Eligible
Salary, in general, means basic compensation from a Contributing Employer for
services rendered, including, to the extent applicable, amounts attributable to
shift differentials and, for employees of certain affiliated companies, all or a
portion of the amounts attributable to draw or commissions and overrides.
Effective January 1, 2000, post-tax contributions to the Plan have been
discontinued while the maximum amount that a participant may contribute to the
Plan on pre-tax basis has been increased from 8% to 15%. However, existing
post-tax balances will remain invested in the Plan according to a participant's
elections including any changes made in the future to the election plan.
Company Contributions
Each Contributing Employer will, on behalf of each Participant in the Plan,
make a matching contribution in an amount equal to 100% of the Participant's
Deferred Contributions for each pay period up to 5% of the Participant's
Eligible Salary ("Matching Contributions"). Of such amounts 50% will be invested
in the Chase Common Stock Fund of the Plan, which will generally consist of
common stock of the Corporation. The remaining Matching Contributions will be
invested in the same manner as such Participants' Deferred Contributions and
Voluntary Contributions. Upon attaining age 45 with 5 or more years of service,
a Participant may direct 100% of the Matching Contributions made on his or her
behalf by a Contributing Employer to be invested in the same manner as such
Participant's Deferred Contributions.
7. Vesting
In general, Participants vest in Matching Contributions after three years
of service.
Forfeited amounts reduce the future contributions with respect to the
Matching Contributions of the Contributing Employer that originally made the
contributions that were forfeited. Forfeitures that arise from contributions of
a Contributing Employer that is no longer a Contributing Employer will reduce
future contributions of the Bank.
18
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
8. Distributions
Withdrawal of Contributions
Under the Plan, a Participant may withdraw in cash all or any portion of
such Participant's vested account balance attributable to Voluntary
Contributions or contributions rolled over, or transferred to the Plan from
another qualified plan or an individual retirement account. In general an
individual who was a participant in The Thrift Incentive Plan of The Chase
Manhattan Bank, N.A. may also withdraw all or any part of his or her
nonforfeitable company contributions account balance under such plan as of
December 31, 1996, subject to certain restrictions.
If a Participant has withdrawn all amounts permissible under the preceding
paragraph, the Participant may request to withdraw up to the remaining amount of
such individual's vested account balance only upon attaining age 59 1/2 or for
reasons of financial hardship; provided, however, that earnings realized after
December 31, 1988 on Deferred Contributions and certain other deferred
contributions under the Chemical Plan are not available for hardship withdrawal.
Payment of Vested Benefits
When a Participant terminates employment with a Contributing Employer and
is not then employed by a non-contributing affiliate of the Bank, the
Participant will receive the vested benefits under the Plan. In the event of the
death of the Participant, these fully vested benefits will be distributed to the
Participant's spouse or, with the spouse's consent, to either a beneficiary, if
the Participant has named one, or to such other beneficiary as may be specified
in the Plan. If a valid beneficiary designation is not on record or if the named
beneficiary predeceases the Participant or dies before distribution is made,
such amounts will be distributed to the Estate. A Participant whose account
balances under the Plan total more than $5,000 may elect to be paid in a
lump-sum, or may defer distribution up to the time the Participant attains age
70 1/2, or elect to be paid in quarterly or annual installments of at least $500
over a period not exceeding life expectancy. If no election is made by the time
such individual has attained age 65, a distribution of benefits will be made in
a lump sum distribution in cash as soon as administratively practicable after
attaining age 65. If the Participant's vested account balance does not exceed
$5,000, payment will be made in a lump-sum distribution as soon as practicable
following termination of service, with or without the Participant's consent.
Distributions not deferred will be made to the Participant, Participant's spouse
or beneficiary following the first Valuation Date occurring on or after the
termination or death, in each case, as soon as administratively practicable.
Deferred distributions will be made following the first Valuation Date occurring
on or after the deferred date elected, or as soon as administratively
practicable.
9. Loans to Participants (Loan Fund)
A Participant may borrow a portion of his/her account balance according to
the terms of the Plan. The maximum aggregate amount of all loans to any
Participant under the Plan is the lesser of $50,000 (reduced by the highest loan
balance outstanding during the 12 month period preceding the date of the new
loan) or 50% of the vested value of the Participant's account balance under the
Plan (excluding the amount of any Voluntary Contributions). A Participant is
limited to one loan per month with no more than six loans outstanding at any
given time.
19
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
10. Numbers of Participants and Unit Values
There were 57,088 Participants or former Participants in the Plan at
December 31, 1999 and 54,483 Participants or former Participants in the Plan at
December 31, 1998. Participants may elect more than one investment fund option
for their Deferred Contributions and Voluntary Contributions and also, in
certain circumstances, with respect to Matching Contributions. At December 31,
1999 and 1998, the number of Participants or former Participants in each Fund
and Unit Values are as follows:
<TABLE>
<CAPTION>
Number of Participants Unit Values
<S> <C> <C> <C> <C>
Investment Fund 1999 1998 1999 1998
Short-Term Fixed Income 12,063 11,370 $10.3189 $5.5983
Stable Value 16,110 14,015 10.3741 5.6944
Intermediate Bond 11,083 10,551 9.9789 5.9994
S&P 500 Index 28,652 26,119 11.3643 8.5934
Growth & Income 25,829 25,535 10.3667 7.5178
Small Cap Equity 21,744 21,659 12.1991 6.1494
International Equity 15,924 14,415 10.7994 5.8806
Chase Common Stock 41,798 30,574 10.7254 18.1254
Frozen Fixed Income - 1,827 - 7.0311
Loans 16,200 16,772 1.0000 1.0000
Large Cap Growth Income 3,208 - 11.9006 -
Large Cap Value Index 1,728 - 9.4787 -
Bank Equity Growth 3,182 - 11.4770 -
High Yield Bond 1,368 - 10.2617 -
Conservative Life Style 245 - - -
Moderately Conservative Life
Style 441 - - -
Moderately Aggressive Life Style
756 - - -
Aggressive Life Style 1,022 - - -
</TABLE>
11. Plan Expenses
Unless paid by the Contributing Employers, the Trustee will pay the
expenses of the Plan. The following expenses could be paid by the Plan: (a)
taxes upon or with respect to the assets in the Trust Fund or income therefrom,
(b) brokerage costs, (c) other expenses in connection with the purchase and sale
of property by the Trustee, (d) fees paid for asset management or record keeping
and (e) certain overhead expenses directly attributable to the administration of
the Plan.
20
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
12. Tax Status and Federal Income Taxes
The IRS has determined and informed the Bank, by a letter dated December
28, 1998, that the Plan is qualified and the Trust established under the Plan,
as designed, is in compliance with the applicable requirements of the Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements. The Plan's administrator is not aware of any course of
action or series of events which have occurred that might adversely affect the
Plan's qualifying status.
Participants are not taxed currently on Contributing Employer contributions
or income earned by the Trust. When a Participant, or his or her beneficiary or
estate, receives a distribution under the Plan such distribution may be taxable.
The tax treatment of the value of such distribution depends on the event giving
rise to the distribution and the method of distribution selected and the use of
the proceeds.
13. Trust Funds Transactions with Affiliated Parties
The following is a summary of transactions with parties affiliated with the
Plan for the years ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
Aggregate Proceeds from
Sales, Redemptions and
Aggregate Cost Distributions to
For the Year Ended December 31, 1999 of Purchases Participants
<S> <C> <C>
The Chase Manhattan Bank Domestic Liquidity Fund $1,059,566,646 $992,240,193
The Chase Manhattan Bank Equity Growth Select Fund 38,171,532 1,230,130
The Chase Manhattan Corporation Common Stock 379,483,359 529,981,357
The Chase Manhattan Bank Enhanced Cash Investment Fund 182,026 239,157
Vista U.S. Government Money Market Fund 143,167,458 143,859,419
Vista Growth and Income Select Fund 37,398,209 84,951,374
Vista Small Cap Equity Fund 50,902,341 78,960,365
For the Year Ended December 31, 1998
The Chase Manhattan Bank Domestic Liquidity Fund $757,184,549 $756,122,023
The Chase Manhattan Corporation Common Stock 207,299,493 54,879,874
The Chase Manhattan Bank Enhanced Cash Investment Fund 1,350,634 1,546,663
Vista U.S. Government Money Market Fund 241,185,141 267,370,646
Vista Growth and Income Select Fund 553,126,632 52,600,000
Vista Growth and Income Fund - 526,407,579
Vista Small Cap Equity Fund 21,005,922 41,805,922
</TABLE>
21
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
14. Investments in Group Annuity Contracts Issued by Insurance Companies
Group Annuity Contracts with insurance companies held in the Stable Value
Fund and Frozen Fixed Income Fund are reported at the December 31, 1999 and 1998
contract value of $781,080,437 and $645,347,257 respectively. The projected fair
value at December 31, 1999 and 1998 is $773,459,217 and $667,195,548
respectively, which is equal to the sum of the discounted values of all
contracts. Each contract payment is projected based on the December 31, 1999 and
1998 contract value using the contractually guaranteed rate as well as the
duration of each payment. The projected payments are then discounted using the
December 31, 1999 and 1998 duration-matched swap rate, which approximates the
appropriate discount rate, for each payment.
Information with respect to Group Annuity Contracts with insurance
companies is as follows:
<TABLE>
<CAPTION>
Stable Frozen Fixed
At December 31, 1999 Total Value Fund Income Fund
<S> <C> <C> <C>
Contract Value $781,080,437 $781,080,437 $ -
Projected Fair Value $773,459,217 $773,459,217 $ -
Crediting interest rate 6.62%
Average yield for the year ended
December 31, 1999 6.55%
At December 31, 1998
Contract Value $645,347,257 $626,362,763 $18,984,494
Projected Fair Value $667,195,548 $647,535,236 $19,660,312
Crediting interest rate 6.65% 8.56%
Average yield for the year ended
December 31, 1998 6.68% 8.86%
</TABLE>
The Stable Value Fund of the Plan had an investment of $7,638,978 at
December 31, 1998, in an insurance contract issued by Mutual Benefit Life. Due
to the financial difficulties experienced by Mutual Benefit Life in July 1991,
New Jersey State regulators assumed control of Mutual Benefit Life. The New
Jersey courts approved a rehabilitation plan for Mutual Benefit Life and the
Plan's management accepted a restructured contract, which was assumed and
reinsured by MBL Life Assurance Corporation on April 29, 1994. The contract was
separated into two components; 80% was placed in a "wrapped" contract issued by
a consortium of various insurance carriers, and 20% was placed in a "covered"
contract guaranteed by New York State. Principal and interest will be paid out
under the terms and conditions of the restructured
22
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Notes to Financial Statements - Continued
14. Investments in Group Annuity Contracts Issued by Insurance Companies
(continued)
contracts. The final installments under the wrapped and covered contracts
were paid 1999. During 1999 and 1998, interest amounts of $530,020 and $682,812,
respectively, were credited to the contracts. The amounts credited during 1999
were at a final annual rate of 25.0% and 5.1% for the wrapped and covered
contracts, respectively. The corresponding amounts credited in 1998 for the two
contracts were at an annual rate of 10.90% and 5.10% respectively.
15. Assets Transferred to the Plan from Other Plans During 1999
During 1999, the Bank acquired certain operations from the First Town
Corporation and, accordingly, the Plan received a transfer of assets with a
total fair value of $5,734,143 from the First Town 401 (k) Savings Plan.
16. Assets Transferred from the Plan to Other Plans During 1999
During 1999, the Bank sold certain operations and, accordingly, transferred
assets from the Plan, to other Plans as detailed below:
<TABLE>
<CAPTION>
Assets Transferred to Amount
<S> <C>
1. M & T Bank 401 (k) Savings Plan $7,577,332
2. Hibernia Savings Plan 6,007,815
3 Regular Group LLC Retirement Savings and Investment Plan 2,303,279
4. Octagon 401 (k) Savings Plan 1,788,925
</TABLE>
17. Assets Transferred from the Plan to Other Plans During 1998
During 1998, the Bank sold certain operations and, accordingly, assets with
a total fair value of $74,491 were transferred from the Plan to the Mechanics
Savings Bank 401(k) Plan.
18. Plan Termination
While there is no intent to do so, the Bank has the right to amend or
terminate the Plan at any time. In the event of termination, the value of
Participants' accounts will be paid in accordance with the provisions of the
Plan and the provisions of ERISA.
23
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Chase Common Stock
The Chase Manhattan Corporation Common Stock *** 26,210,994 $1,370,024,760 $2,036,266,597
----------------- ------------------
Total Chase Common Stock $1,370,024,760 $2,036,266,597
----------------- ------------------
Registered Investment Companies:
BGI Russell 1000 Growth Fund Cl F 3,743,997 $39,559,424 $44,833,610
BGI Russell 1000 Value Fund Cl F 1,672,525 16,232,464 15,955,725
Vista Small Cap Equity Fund *** 12,662,716 264,504,726 306,817,607
Vista Growth and Income Select Fund *** 11,057,884 470,787,115 563,288,632
----------------- ------------------
Total Registered Investment Companies $791,083,729 $930,895,574
----------------- ------------------
Collective Trust Funds:
BGI Equity Index Fund 45,500,645 $794,615,309 $869,640,174
Chase Equity Growth Select Fund*** 3,611,859 36,964,775 41,428,023
----------------- ------------------
Total Collective Trust Funds $831,580,084 $911,068,197
----------------- ------------------
Guaranteed Investment Contracts**:
Allstate Life Insurance Company Group Annuity Contract
#GA-5990, 6.81%, due in one installment on 12/16/02 24,423,411 $24,423,411 $24,423,411
Allstate Life Insurance Company Group Annuity Contract
#GA-6132, 5.58%, due 3/31/03 12,728,163 12,728,163 12,728,163
Allstate Life Insurance Company Group Annuity Contract
#GA-6219, 7.10% 40,430,773 40,430,773 40,430,773
American International Life Insurance Company Group Annuity
Contract #18232, 7.09%, due 9/20/01, 26,502,494 26,502,494 26,502,494
American International Life Insurance Company Group Annuity
Contract #18281, 6.81 %, due 12/16/02
with annual interest payments beginning 12/15/98 25,072,303 25,072,303 25,072,303
American International Life Insurance Company Group Annuity
Contract #18252, 5.81%, due 6/15/02 10,312,693 10,312,693 10,312,693
Caisse Des Depots Et Consignations
CDC Bric # 408-01, 6.91% 20,283,910 20,283,910 20,283,910
Canada Life Assurance Company Group Annuity
Contract #P45963, 6.90%, due 6/15/02 30,490,083 30,490,083 30,490,083
Canada Life Assurance Company Group Annuity
Contract #P45964, 6.87%, due in two installments
on 12/15/02 and 6/15/03 24,305,248 24,305,248 24,305,248
GE Life and Annuity Assurance Company
Contract # GS-3254, 5.95% 15,787,156 15,787,156 15,787,156
Hartford Life Insurance Company Group Annuity Contract
#9512-AA, 6.68%, due in two installments
on 1/1/00 and 1/01/01 12,046,885 12,046,885 12,046,885
</TABLE>
24
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Guaranteed Investment Contracts (continued):
John Hancock Mutual Life Insurance Company Group Annuity
Contract #7017-10001, 6.60%, due 9/20/01 10,628,947 $10,628,947 $10,628,947
John Hancock Mutual Life Insurance Company Group Annuity
Contract #7202-10000, 5.53%, due 6/15/01 25,086,197 25,086,197 25,086,197
John Hancock Mutual Life Insurance Company Group Annuity
Contract #7202-10001, 5.53%, due 12/15/01 8,151,205 8,151,205 8,151,205
John Hancock Mutual Life Insurance Company Group Annuity
Contract #7355-10000, 6.05%, due 12/15/00 5,190,923 5,190,923 5,190,923
John Hancock Mutual Life Insurance Company Group Annuity
Contract #7817-10000, 7.30%, due on 6/15/00 13,783,283 13,783,283 13,783,283
John Hancock Mutual Life Insurance Company Group Annuity
Contract #7017-10000, 6.60%, due 12/15/00 23,315,294 23,315,294 23,315,294
Metropolitan Life Insurance Company Group Annuity Contract
#13523-069, 6.05%, due 12/15/01 8,098,110 8,098,110 8,098,110
Monumental Life Insurance Company
Contract #MDA0062FR, 6.00%, due 12/15/04 10,529,166 10,529,166 10,529,166
Monumental Life Insurance Company
Contract #MDA00137FR, 7.13%, due 3/15/05 13,041,768 13,041,768 13,041,768
Monumental Life Insurance Company
Contract #MDA00035FR, 5.70%, due 3/15/04 21,130,370 21,130,370 21,130,370
New York Life Insurance Company Group Annuity Contract
#31021, 6.99%, due 6/15/05 47,901,957 47,901,957 47,901,957
New York Life Insurance Company Group Annuity Contract
#30660-002, 6.72%, due 6/15/03 40,117,508 40,117,508 40,117,508
New York Life Insurance Company Group Annuity Contract
#30660, 6.79%, due 12/17/01 30,089,049 30,089,049 30,089,049
Principal Life Insurance Company Group Annuity
Contract #4-34795-1, 6.01%, due 12/14/03 14,001,494 14,001,494 14,001,494
Principal Life Insurance Company Group Annuity
Contract #4-34795-2, 7.04%, due 6/14/04 25,079,341 25,079,341 25,079,341
Principal Mutual Life Insurance Company Group Annuity
Contract #4-11357-01, 5.83%, due 12/14/01 20,893,472 20,893,472 20,893,472
Principal Mutual Life Insurance Company Group Annuity
Contract #4-11357-03, 6.00%, due 12/14/00 5,244,387 5,244,387 5,244,387
Principal Mutual Life Insurance Company Group Annuity
Contract #4-11357-04, 8.21%, due 6/14/00 5,932,110 5,932,110 5,932,110
Principal Mutual Life Insurance Company Group Annuity
Contract #4-11357-05, 6.40%, due 6/14/00 19,910,758 19,910,758 19,910,758
Principal Mutual Life Insurance Company Group Annuity
Contract #4-11357-07, 6.30%, due 6/14/02 22,014,739 22,014,739 22,014,739
Pruco Life Insurance Company
Pruco GIC # GA 10066, 7.05% 35,111,231 35,111,231 35,111,231
SunAmerica Company Group Insurance
Contract # 4909, 6.18% 1,498,058 1,498,058 1,498,058
TransAmerica Life Insurance Company Group Annuity
Contract #51495, 6.40%, due 6/30/03 28,541,654 28,541,654 28,541,654
</TABLE>
25
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Guaranteed Investment Contracts (continued):
TransAmerica Life Insurance Company Group Annuity
Contract #76930, 6.80% 92,930,577 $92,930,577 $92,930,577
Travelers Insurance Company Group
Contract # GIC GR 17233, 6.20% 10,475,720 10,475,720 10,475,720
----------------- ------------------
Total Guaranteed Investments Contracts $781,080,437 $781,080,437
----------------- ------------------
Corporate Debt Instruments:
Abbey Healthcare Group Inc. Senior Sub Note
Semi-Annual, 9.50%, due 11/01/02 150,000 $150,062 $147,187
Ace INA Holding Inc. Note
Semi-Annual, 8.20%, due 8/15/04 240,000 240,000 243,214
Advantica Restaurant Group Inc Senior Note
Semi-Annual, 11.25%, due 1/15/08 200,000 167,582 148,000
Alaris Med Inc. Senior Discounted Note
Semi-Annual, 0.00%, due 8/01/08 120,000 52,187 49,350
Allstate Corporation
Semi-Annual, 0.00%, due 1/31/00 5,000,000 4,976,042 4,976,042
American Express Centurion Bank
Floating, due 09/29/00 6,000,000 6,000,000 5,998,674
American Express Centurion Bank Short
Floating, due 05/16/00 6,000,000 6,000,000 6,000,000
Amf Bowling Worldwide Inc.
Floating, due 3/31/03 57,679 51,190 50,650
Amf Bowling Worldwide Inc.
Floating, due 3/31/04 32,321 28,685 28,382
ANRC Auto Owner Tr 1999-A Note Cl A-2
Monthly, 6.54%, due 11/15/02 230,000 229,996 229,998
Apcoa/Standard Parking Inc.
Semi-Annual, 9.25%, due 3/15/08 150,000 105,938 105,000
Arcadia Automobile Receivable 1999-B
Monthly, 5.715%, due 7/15/02 1,599,774 1,599,764 1,594,991
Arch Escrow Corporation Senior Note
Semi-Annual, 13.75%, due 4/15/08 55,000 48,400 44,619
Argentina Rep Note Zero Coupon Cl -C
Semi-Annual, 0.00%, due 10/15/01 1,560,000 1,329,982 1,306,500
Asset Securitization Corporation
Monthly, 6.92%, due 2/14/29 1,338,786 1,342,760 1,309,399
Asset Securitization Corporation Commercial Mortgage
Monthly, 7.40%, due 10/13/26 280,000 294,131 278,866
At Entertainment Inc. Senior Discounted Note
Semi-Annual, 0.00%, due 2/01/09 40,000 24,600 24,800
</TABLE>
26
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
AT&T Company Restricted
Floating, due 7/13/00 13,000,000 $12,995,715 $12,995,715
Atlantic Methanol Cap Senior Secd Note
Semi-Annual, 10.875%, due 12/15/04 140,000 139,322 140,000
Avado Brands Inc. Senior Sub Note
Semi-Annual, 11.75%, due 6/15/09 50,000 49,438 37,750
Bally Total Fitness Holding Corporation Senior Sub Note
Semi-Annual, 9.875%, due 10/15/07 130,000 123,513 126,100
BankAmerica Corporation Sub Debenture
Semi-Annual, 9.70%, due 8/01/00 1,475,000 1,522,746 1,500,798
Bankers Trust Orius Corporation Senior Sub Note
Monthly, 12.60%, due 12/15/00 170,000 165,750 170,000
Battle Mountain Gold Company
Annual, 6.00%, due 1/04/05 350,000 225,000 217,227
Boeing Company Debenture
Semi-Annual, 6.625%, due 2/15/38 70,000 69,846 59,314
Borden Chemicals & Plastics Oper LTP
Semi-Annual, 9.50%, due 5/01/05 30,000 25,725 27,900
Brazos Student Financial Corporation Student Loan
Floating, due 6/01/23 1,300,000 1,300,000 1,281,891
British Aerospace Financial Inc. Guaranteed Bond
Semi-Annual, 7.50%, due 7/01/27 2,000,000 1,976,988 1,911,320
Building One Services Corporation Senior Sub Note
Semi-Annual, 10.50%, due 5/01/09 150,000 144,750 144,000
Caithness Coso Funding Corporation Senior Secd Note
Semi-Annual, 9.05%, due 12/15/09 105,000 102,506 104,475
Call-Net Enterprises
Semi-Annual, 0.00%, due 8/15/08 115,000 57,500 58,938
Call-Net Enterprises Inc. Senior Discounted Note
Semi-Annual, 0.00%, due 5/15/09 105,000 50,400 51,712
Call-Net Enterprises Inc. Senior Note
Semi-Annual, 9.375%, due 5/15/09 50,000 48,938 41,125
Call-Net Enterprises Inc. Senior Discounted Note
Semi-Annual, 0.00%, due 8/15/07 75,000 41,625 44,437
Cargill Inc. Discounted Note
0.00%, due 1/25/00 10,000,000 9,962,200 9,962,200
Caterpillar Financial Services Corporation
Semi-Annual, 5.716%, due 7/07/00 2,000,000 2,000,000 1,994,740
Caterpillar Financial Services Corporation Med Term
Floating, due 2/05/01 5,000,000 5,000,105 5,009,650
CD Radio Inc. Senior Sec Note
Semi-Annual, 14.50%, due 5/15/09 80,000 69,600 69,800
Celcaribe S A Senior Sec Note Step Coupon
Semi-Annual, 13.50%, due 3/15/04 205,000 159,388 170,150
Cellco Finance N V Senior Note 144A
Semi-Annual, 12.75%, due 8/01/05 110,000 110,000 113,987
</TABLE>
27
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
Charter Communications Holdings Charter
Semi-Annual, 8.625%, due 4/01/09 100,000 $93,375 $92,375
Chrysler Financial Corporation Med Term Notes
Semi-Annual, 5.85%, due 5/15/00 4,000,000 4,030,840 3,991,400
Cirrus Logic Inc. Sub Note Conv
Semi-Annual, 6.00%, due 12/15/03 40,000 27,400 33,450
CIT Group Inc. Medium Term Senior Notes Book
Floating, due 9/15/00 10,000,000 9,995,172 9,993,060
CKE Restaurants Inc. Senior Sub Note
Semi-Annual, 9.125%, due 5/01/09 70,000 49,700 51,975
CMS Energy Corporation Senior Note Dated 6/22/99
Semi-Annual, 8.00%, due 7/01/11 300,000 300,339 296,488
CMS Panhandle Holding Company Note
Semi-Annual, 6.125%, due 3/15/04 400,000 398,814 376,456
Colt Telecom Plc Senior Note
Semi-Annual, 0.00%, due 12/15/06 90,000 75,600 77,400
Comcast UK Cable Partners Ltd. Senior Step
Semi-Annual, 0.00%, due 11/15/07 325,000 300,475 309,562
Commercial Credit Group Inc. Note
Semi-Annual, 6.125%, due 3/01/00 1,950,000 1,969,227 1,949,883
Commonwealth Alum Corporation Sub Note
Semi-Annual, 10.75%, due 10/01/06 100,000 103,500 101,000
Conagra Incorporated Discounted Note
0.00%, due 2/11/00 1,000,000 992,825 992,825
Connecticut Light & Power Company
Semi-Annual, 7.875%, due 10/01/24 1,000,000 1,022,070 1,006,700
Consolidated Rail Corporation Debenture
Semi-Annual, 7.875%, due 5/15/43 150,000 159,027 146,016
Contimortgage Home Equity Loan 1997-5
Floating, due 10/15/12 563,631 563,631 561,263
Continental Cablevision Inc. Senior Subordinate
Semi-Annual, 9.00%, due 9/01/08 900,000 1,014,210 979,173
Crescent Real Estate Equities
Semi-Annual, 7.50%, due 9/15/07 200,000 164,750 165,397
Daimler Chrysler N.A. Holdings Corporation Discounted Note
0.00%, due 2/16/00 5,000,000 4,962,306 4,962,306
Daimler Chrysler North America Holding Guaranteed Note
Semi-Annual, 7.20%, due 9/01/09 30,000 29,969 29,467
Deere John Cap Corporation Note
Semi-Annual, 6.00%, due 2/15/09 600,000 596,764 534,420
Deere John Capital Corporation Medium Term Notes
Floating, due 11/09/00 10,000,000 10,026,443 10,025,700
Desa International Inc. Senior Sub Note
Semi-Annual, 9.875%, due 12/15/07 145,000 101,950 105,850
DJ Orthopedics LLC/DJ Orthopedics Cap
Semi-Annual, 12.625%, due 6/15/09 55,000 52,446 53,900
</TABLE>
28
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
Dow Chemical Company
Semi-Annual, 7.375%, due 11/01/29 240,000 $237,302 $229,469
Electronic Retailing System International Senior Discounted Note
Semi-Annual, 0.00%, due 2/01/04 770,000 100,100 169,400
First Union National Bank Dep Note
Floating, due 2/20/01 10,000,000 10,000,000 10,002,360
First Union National Bank Certificate
Floating, due 8/29/00 3,000,000 3,000,000 2,981,316
Florida Panthers Holdings Inc. Senior Sub Note
Semi-Annual, 9.875%, due 4/15/09 110,000 103,950 106,700
Ford Motor Company Del Debenture
Semi-Annual, 7.40%, due 11/01/46 2,500,000 2,417,345 2,346,750
Ford Motor Company Senior Notes
Semi-Annual, 5.80%, due 1/12/09 610,000 550,690 540,619
Ford Motor Credit Company Med Term Notes
Floating, due 4/12/01 10,000,000 10,017,070 10,037,800
Fountain View Inc. Senior Sub Note
Semi-Annual, 11.25%, due 4/15/08 90,000 74,756 68,400
Friede Goldman International Inc. Sub Note Conv
Semi-Annual, 4.50%, due 9/15/04 120,000 76,000 73,800
G&G Retail Inc. Senior Note
Semi-Annual, 11.00%, due 5/15/06 60,000 55,500 51,075
Generac Portable Products LLC Guaranteed Senior Note
Semi-Annual, 11.25%, due 7/01/06 75,000 76,125 76,500
General Electric Capital Corporation Discounted Note
0.00%, due 2/15/00 3,000,000 2,979,712 2,979,712
General Electric Capital Corporation Discounted Note
0.00%, due 2/28/00 3,000,000 2,971,918 2,971,918
General Motors Acceptance Corporation Med Term Notes
Floating, due 3/30/01 10,000,000 9,996,675 10,017,000
General Motors Bond
Semi-Annual, 6.75%, due 5/01/28 760,000 752,179 670,396
Genesis Health Ventures Inc. Senior Sub Note
Semi-Annual, 9.75%, due 6/15/05 20,000 15,625 8,200
Genesis Health Ventures Inc.
Floating, due 6/01/05 7,750 4,573 5,658
Genesis Health Ventures Inc.
Floating, due 9/30/04 7,700 4,543 5,621
Genesis Health Ventures Inc. GHV
Semi-Annual, 3.25%, due 9/30/03 50,000 30,000 36,500
GGIB Funding Secd Lease Oblig Bond
Semi-Annual, 7.43%, due 1/15/11 855,070 888,324 827,956
Gilfin B V Restricted Discounted Note
0.00%, due 1/04/00 5,000,000 4,997,875 4,997,875
Global Telesystems Europe
Semi-Annual, 11.00%, due 12/01/09 115,000 114,576 115,750
</TABLE>
29
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
GMAC Commercial Mortgage Securities Inc. Ser 1999
Monthly, 0.00%, due 7/15/09 27,800,000 $1,031,547 $895,716
Goldman Sachs Group LP Medium Term
Floating, due 11/13/00 11,000,000 11,000,000 11,006,457
Green Tree Financial Corporation Series 1994-A
Class A, Monthly, 6.90%, due 2/15/04 521,072 523,123 517,055
Green Tree Recreational Equipment
Floating, due 3/15/29 1,916,525 1,913,829 1,906,642
Green Tree Recreational Equipment
Monthly, 5.816%, due 7/15/03 900,000 899,437 898,173
Harborside Healthcare Corporation Senior Sub Note
Semi-Annual, 0.00%, due 8/01/08 80,000 29,400 23,600
Heinz H.J. Company Discounted Note
0.00%, due 1/13/00 10,000,000 9,979,833 9,979,833
Hermes Europe Railtel B V Senior Note
Semi-Annual, 11.50%, due 8/15/07 85,000 87,350 87,550
Hilton Hotels Corporation Sub Note Conv
Semi-Annual, 5.00%, due 5/15/06 150,000 112,190 113,813
Hollywood Entertainment Corporation Senior Sub Note Ser B
Semi-Annual, 10.625%, due 8/25/04 85,000 78,413 78,625
Household Automotive Trust III Ser
Monthly, 5.719%, due 5/17/02 2,020,000 2,020,000 2,012,768
Houston Industries Finance Company Discounted Note
0.00, due 3/15/00 1,000,000 987,050 987,050
Husky Oil Ltd. Cap Securities
Semi-Annual, 8.90%, due 8/15/28 60,000 58,553 59,916
IBM Credit Corporation Medium Term Notes Book
Annual, 5.898%, due 8/07/00 2,000,000 1,999,644 1,995,240
ICG Services Inc. Senior Exchange Discounted Note
Semi-Annual, 0.00%, due 5/01/08 425,000 233,350 219,938
Inamed Corporation Bridge Loan Backed Debenture
Floating, due 6/02/00 49,700 49,203 49,700
International Cabletel
Semi-Annual, 0.00%, due 4/15/05 10,000 9,675 9,950
International Lease Finance Corporation Med Term
Semi-Annual, 6.69%, due 4/03/00 5,000,000 5,073,550 5,005,850
ITT Corporation Debenture
Semi-Annual, 7.375%, due 11/15/15 270,000 215,450 206,480
Kelley Oil & Gas Corporation Senior Secd Note
Semi-Annual, 14.00%, due 4/15/03 100,000 101,250 98,000
KeyCorp Student Loan Trust 1999-B Asset
Floating, due 8/25/07 1,000,000 1,000,000 999,063
Keystone Owner Trust 1998-PI Asset
Monthly, 6.62%, due 11/25/08 33,815 33,814 33,672
KFW International Finance Inc. Discounted Note
0.00%, due 3/01/00 10,000,000 9,902,500 9,902,500
</TABLE>
30
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
Knowles Electronics Inc. Senior. Sub Note
Semi-Annual, 13.125%, due 10/15/09 50,000 $48,977 $47,000
Korea Electric Power Corporation Debenture
Semi-Annual, 7.75%, due 4/01/13 60,000 55,763 56,653
Korea Electric Power Corporation Note
Semi-Annual, 6.375%, due 12/01/03 460,000 416,655 436,260
Labranche & Company Inc. Senior Note 144A
Semi-Annual, 9.50%, due 8/15/04 150,000 149,716 145,500
LB Commercial Conduit Mortgage Tr 1999-C1 Mortgage
Monthly, 6.78%, due 1/01/30 1,600,000 1,548,724 1,526,784
Lehman Brothers Holdings Inc.
Semi-Annual, 6.25%, due 4/01/03 500,000 486,944 483,410
Lehman Brothers Holdings Inc. Medium Term
Semi-Annual, 7.00%, due 5/15/03 420,000 420,223 414,406
Lehman Brothers Holdings Inc. Medium Term
Semi-Annual, 6.50%, due 9/25/00 1,080,000 1,077,089 1,077,818
LNR Property Corporation Senior Sub Note Ser B
Semi-Annual, 9.375%, due 3/15/08 160,000 151,600 150,400
Lockheed Martin Corporation
Semi-Annual, 8.50%, due 12/01/29 580,000 577,838 582,030
Loews Cineplex Entertainment Corporation Senior Sub Note
Semi-Annual, 8.875%, due 8/01/08 80,000 72,900 70,600
Loews Corporation Senior Note
Semi-Annual, 7.625%, due 6/01/23 2,200,000 2,118,638 2,017,136
Louisiana Casino Cruises Inc. Senior Secd Note
Semi-Annual, 11.00%, due 12/01/05 150,000 149,438 154,500
Marvel Enterprises Inc. Senior Note
Semi-Annual, 12.00%, due 6/15/09 200,000 178,850 184,000
Master Financial Asset Securitization 1998-2
Floating, due 9/20/09 632,116 632,116 632,546
Master Financial Asset Securitization Trust
Monthly, 6.50%, due 3/20/16 1,900,000 1,899,911 1,878,454
Medaphis Corporation Senior Note
Semi-Annual, 9.50%, due 2/15/05 147,000 114,120 113,925
Medpartners Inc. New Senior Sub Note
Semi-Annual, 6.875%, due 9/01/00 55,000 52,319 52,800
Merrill Lynch & Company
Semi-Annual, 5.56%, due 6/30/00 5,000,000 5,000,000 4,985,000
Merrill Lynch & Company Inc. Med Term Note
Floating, due 8/03/00 7,000,000 7,020,776 7,018,760
Merrill Lynch Mortgage Investments Inc. Mortgage
Monthly, 6.96%, due 11/21/28 1,400,000 1,418,929 1,363,544
Metromedia Fiber Network Inc. Senior. Note
Semi-Annual, 10.00%, due 12/15/09 150,000 148,801 153,750
Millicom International Cellular S A Senior Sub
Semi-Annual, 0.00%, due 6/01/06 255,000 184,633 204,000
</TABLE>
31
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
Multicare Companies Inc.
Semi-Annual, 3.75%, due 9/30/03 30,000 $18,000 $21,900
Multicare Companies Inc. Medical
Floating, due 6/01/05 2,500 1,475 1,825
Multicare Companies Inc. Medical
Floating, due 9/30/04 7,050 4,160 5,147
Multicare Companies Inc. Senior Sub Note
Semi-Annual, 9.00%, due 8/01/07 135,000 73,462 27,000
Nabisco Inc. discounted Note
0.00%, due 2/04/00 1,000,000 994,050 994,050
National Communications Corporation Euro Senior Note
Semi-Annual, 9.875%, due 11/15/09 100,000 101,966 100,731
National Rural Utilities Coop. Financial Medium
Floating, due 9/08/00 8,000,000 8,000,000 7,995,128
Navigator Gas Trans Plc. Ist priority
Semi-Annual, 10.50%, due 6/30/07 45,000 22,725 20,700
News Amer Inc. Senior Note
Semi-Annual, 6.75%, due 1/09/38 300,000 297,231 275,616
Nomura Asset Securities Corporation Commercial Mortgage
Pass Thru, Monthly 7.12%, due 4/13/36 1,900,000 1,904,156 1,860,936
Northwest Airlines Pass Thru Trs 1999-3
Semi-Annual, 9.485%, due 4/01/15 105,000 105,000 104,445
Octel Devs Plc Senior Note (U.K.)
Semi-Annual, 10.00%, due 5/01/06 50,000 49,875 49,500
Orion Network Systems Inc. Senior Discounted Note
Semi-Annual, 0.00%, due 1/15/07 185,000 100,425 85,100
Pagemart Nationwide Inc. Senior Discounted Note
Semi-Annual, 0.00%, due 2/01/05 30,000 25,762 26,700
Pagemart Wireless Inc. Senior Sub Discounted Note
Semi-Annual, 0.00%, due 2/01/08 115,000 44,688 39,100
PDVSA Finance Ltd. Note
Quarterly, 7.50%, due 11/15/28 1,500,000 1,422,372 1,050,791
Pepsi Bottling Group Inc. Guaranteed Senior Note
Semi-Annual, 7.00%, due 3/01/29 100,000 99,328 90,472
Pepsico Inc. Medium Term Notes Book
Semi-Annual, 5.875%, due 6/01/00 2,000,000 2,013,620 1,996,760
Pinnacle Holdings Inc. Senior. Discounted Note
Semi-Annual, 0.00%, due 3/15/08 110,000 61,506 72,050
Pope & Talbot Inc. Debenture
Semi-Annual, 8.375%, due 6/01/13 125,000 109,025 109,992
Premiere Technologies Inc. Sub Note Conv
Semi-Annual, 5.75%, due 7/01/04 100,000 59,250 57,125
PSEG Energy Holdings Note 144A
Semi-Annual, 10.00%, due 10/01/09 100,000 98,740 102,500
</TABLE>
32
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
Radio Unica Corporation Senior. Discounted Note
Semi-Annual, 0.00%, due 8/01/06 55,000 $35,475 $35,888
Raytheon Company Debenture
Semi-Annual, 7.20%, due 8/15/27 260,000 236,235 231,813
RCN Corporation
Semi-Annual, 0.00%, due 10/15/07 100,000 68,750 70,250
RCN Corporation Senior Note
Semi-Annual, 10.125%, due 1/15/10 65,000 65,000 64,675
Regional Int Med Senior Discounted Notes (U.K.)
Semi-Annual, 0.00%, due 7/01/08 100,000 100,340 109,048
Reynolds R J Tob Holdings Inc. Note ser B
Semi-Annual, 7.75%, due 5/15/06 1,200,000 1,194,577 1,060,404
Reynolds R J Tob Holdings Inc. Note ser B
Semi-Annual, 7.875%, due 5/15/09 810,000 798,503 687,504
Salmon Brothers Mortgage Securities VII, Inc., Mortgage
Floating, due 3/30/28 1,324,231 1,324,231 1,316,921
Samsonite Corporation
Semi-Annual, 10.75%, due 6/15/08 90,000 73,800 77,400
Sanwa Finance Aruba AEC Guaranteed Note
Semi-Annual, 8.35%, due 7/15/09 470,000 469,744 471,753
Saul B F Real Estate Investment Trust Senior Secd
Semi-Annual, 9.75%, due 4/01/08 135,000 126,419 123,356
Sea Containers Ltd. Senior Note
Semi-Annual, 7.875%, due 2/15/08 60,000 52,500 51,750
Sea Containers Ltd. Senior Note Ser B
Semi-Annual, 10.75%, due 10/15/06 25,000 24,687 24,750
Seagram Joseph E. & Sons, Inc., Bond
Semi-Annual, 6.80%, due 12/15/08 340,000 338,610 318,604
Seagram Joseph E. & Sons, Inc., Bond
Semi-Annual, 7.60%, due 12/15/28 450,000 461,003 423,751
Seagram Joseph E. & Sons, Inc., Senior Note
Semi-Annual, 6.40%, due 12/15/03 670,000 667,995 645,873
Security Cap U S Realty Senior Note Conv
Semi-Annual, 2.00%, due 5/22/03 260,000 190,700 192,400
Sigma Finance Inc.
Floating, due 2/03/00 15,000,000 15,000,000 15,000,000
Sirius Satellite Radio
Semi-Annual, 0.00%, due 12/01/07 300,000 156,500 148,500
SLM Student Loan Trust Loan Backed Note Fltg Series
Floating, due 4/25/07 213,065 211,425 211,874
Sovereign Bancorp Inc. Senior Note
Semi-Annual, 10.50%, due 11/15/06 100,000 100,000 102,000
Sprint Capital Corporation Bond
Semi-Annual, 6.90%, due 5/01/19 310,000 293,603 281,939
St John Knits International Inc. Sr. Sub Note 144A
Semi-Annual, 12.50%, due 7/01/09 75,000 74,177 66,375
</TABLE>
33
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
Standard Commercial Corporation Senior Note
Semi-Annual, 8.875%, due 8/01/05 70,000 $56,350 $54,775
Sterling Chemical Inc. Senior Secd Note
Semi-Annual, 12.375%, due 7/15/06 55,000 51,350 56,925
Sullivan Graphics Inc. Senior Sub Note
Semi-Annual, 12.75%, due 8/01/05 95,000 101,531 99,987
TCI Communication Financial III Bond
Quarterly, 9.65%, due 3/31/27 4,380,000 4,923,377 4,815,284
TCI Communication, Inc.
Semi-Annual, 7.875%, due 2/15/26 200,000 208,492 201,102
Team Health Inc. Senior Sub Note 144A
Semi-Annual, 12.00%, due 3/15/09 75,000 75,750 73,875
Tele 1 Europe B.V. (Netherlands)
Semi-Annual, 11.875%, due 12/01/09 55,000 57,646 54,812
Teleglobe CDA Inc Guaranteed Debenture
Semi-Annual, 7.20%, due 7/20/09 252,000 250,850 236,709
Telemundo Holdings Inc. Senior Step Coupon
Semi-Annual, 0.00%, due 8/15/08 35,000 18,067 20,825
Thermadyne Holdings Corporation New Senior Disc Deb
Semi-Annual, 0.00%, due 6/01/08 150,000 72,000 68,625
Time Warner Inc. Debenture
Semi-Annual, 9.15%, due 2/01/23 3,000,000 3,296,160 3,352,110
Toyota Motor Credit Corporation Medium Term Notes
Floating, due 8/18/00 12,000,000 12,000,000 11,992,596
Triangle Funding Ltd. 1997-2 Asset Backed Note
Floating, due 10/15/03 3,000,000 2,990,391 2,988,750
TRW Inc. Discounted Note
0.00%, due 2/15/00 800,000 793,780 793,780
U S Dollar Clearing Master Trust Ser 1999-1
Floating, due 7/15/06 3,700,000 3,700,000 3,700,000
U S West Capital Funding Inc. Guaranteed Note
Floating, due 6/15/00 1,000,000 1,000,000 1,002,710
UBS Finance Del Inc. Discounted Note
0.00%, due 1/03/00 6,131,000 6,129,638 6,129,638
U.S. Cent Credit Union Global Medium Term
Semi-Annual, 5.14%, due 4/24/00 2,000,000 1,999,963 1,993,900
Ucar Global Enterprises Inc. Senior. Sub Note
Semi-Annual, 12.00%, due 1/15/05 100,000 104,625 104,500
UIH Australia/ PAC Inc Senior Discounted Note
Semi-Annual, 0.00%, due 5/15/06 170,000 126,013 147,050
Unilab Corporation New Senior Sub Note 144A
Semi-Annual, 12.75%, due 10/01/09 155,000 150,765 160,425
Union Pacific Corporation Jr Sub Deb Conv
Semi-Annual, 6.625%, due 2/01/29 200,000 198,816 168,850
</TABLE>
34
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Corporate Debt Instruments (continued):
United Artists Term Loan B Pvt
Floating, due 4/21/06 48,887 $39,282 $36,054
United Artists Term Loan C Pvt
Floating, due 4/21/07 70,663 56,868 52,114
United Artists Theatre Circuit Inc.
Semi-Annual, 9.30%, due 7/01/15 76,020 53,950 54,462
United Auto Group Inc. Senior Sub Note
Semi-Annual, 11.00%, due 7/15/07 55,000 49,500 51,700
United Pan-Europe Communications Senior Note
Semi-Annual, 0.00%, due 11/01/09 75,000 39,229 42,000
United Pan-Europe Communications Senior Note
Semi-Annual, 0.00%, due 8/01/09 170,000 91,769 95,625
United Pan-Europe Communications Senior Note (Netherlands)
Semi-Annual, 10.875%, due 8/01/09 200,000 200,000 202,750
United Petro Stopping Centers Holdings L.P.
Semi-Annual, 0.00%, due 8/01/08 100,000 48,364 50,000
Wal Mart Stores Inc.
Semi-Annual, 5.85%, due 6/01/00 5,000,000 5,010,900 4,993,250
Wal Mart Stores Inc. Remarketed Put Bond
Semi-Annual, 5.65%, due 2/01/00 3,000,000 3,016,020 2,999,700
WEC Company Senior Note
Semi-Annual, 12.00%, due 7/15/09 40,000 40,000 36,000
Weight Watchers International Inc. Senior Sub Note
Semi-Annual, 13.00%, due 10/01/09 100,000 100,000 101,125
Xerox Credit Corporation Medium Term Notes Book
Semi-Annual, 5.83%, due 5/08/00 3,000,000 2,998,247 2,996,010
Young America Corporation Senior Sub Note Ser B
Semi-Annual, 11.625%, due 2/15/06 100,000 75,500 77,000
Zurich Cap Trust 144A
Semi-Annual, 8.376%, due 6/01/37 1,500,000 1,502,691 1,471,290
----------------- ------------------
Total Corporate Debt Instruments $306,041,140 $304,043,313
----------------- ------------------
Loans to Participants 16,200 * $186,358,107 $186,358,107
----------------- ------------------
Total Loans to Plan Participants $186,358,107 $186,358,107
----------------- ------------------
</TABLE>
35
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Common Stock:
Australia:
Australia & New Zealand Bank Group 510,920 $3,538,165 $3,704,538
Broken Hill Proprietary Company 469,646 4,714,352 6,146,452
Goodman Fielder 5,742,170 5,519,184 5,109,956
European Monetary Union
Agfa Gevaert NV 128,190 2,643,106 2,717,458
Banca Intesa Spa 450,000 1,895,253 1,817,673
Banco Pinto & Sottomayor SA 80,846 1,208,243 1,724,362
BASF AG 128,830 5,609,597 6,585,450
Bayer AG 87,353 3,498,500 4,115,039
Brisa (Auto-Estradas De Portugal) 489,520 4,453,174 3,738,727
CNP Assurances 167,892 4,741,583 6,152,257
Credit Lyonnais 86,720 2,538,297 3,946,148
DaimlerChrysler AG 65,600 4,744,822 5,075,974
Danone 10,523 1,979,403 2,468,049
Deutsche Bank AG 46,456 2,688,657 3,904,300
Dexia (Ex-Dexia Belgium) 35,574 3,230,436 5,854,693
Dexia (Ex-Dexia Belgium) NPV Strips VVPR 35,574 - 1,783
Endesa SA 234,089 4,935,013 4,624,512
ENI 670,000 3,871,636 3,666,619
Fortum Oyj 767,940 4,666,972 3,463,683
Iberdrola SA 187,082 2,396,646 2,580,172
K.L.M. (Koninklijke Luchtvaart Mij) 145,185 5,658,537 3,710,737
Suez Lyonnaise Des Eaux 29,321 2,668,485 4,675,707
Telecom Italia SPA 946,351 5,268,688 5,738,599
UPM-Kymmene Oyj 78,180 2,029,126 3,134,397
Hong Kong:
Bank of East Asia 746,400 1,750,927 2,073,992
Sun Hung Kai Properties 347,000 3,055,346 3,615,731
Japan:
Chiba Bank 349,000 1,962,053 1,929,890
EISAI Company 261,000 4,534,479 5,010,648
Hachijuni Bank 425,000 3,090,653 2,997,899
Hitachi Ltd. 554,000 5,344,138 8,876,554
Japan Airlines Company 1,537,000 4,895,229 4,549,957
Minolta Company 710,000 4,117,999 2,760,783
Nippon Mitsubishi Oil 857,000 3,548,159 3,767,768
Nippon Yusen KK 1,406,000 6,003,584 5,741,858
Sekisui Chemical Company 1,465,040 8,393,592 6,483,933
77Th Bank 252,000 2,925,412 2,636,822
New Zealand:
Carter Holt Harvey Limited 3,022,135 5,336,312 3,940,120
Singapore:
Neptune Orient Lines 2,105,000 2,441,374 2,817,608
Switzerland:
Roche Holdings AG 150 1,745,332 1,771,065
UBS AG 12,610 3,887,991 3,387,388
</TABLE>
36
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Common Stock (continued):
United Kingdom:
Alliance & Leicester 274,617 $3,923,960 $3,551,866
Britannic 110,760 2,154,200 1,692,292
Greenalls Group 266,852 1,925,472 1,268,752
Hyder 342,483 4,283,021 1,600,741
Rank Group 1,173,328 3,997,230 3,706,463
Rolls Royce 685,031 2,816,530 2,362,697
Royal & Sun Alliance 776,170 5,934,845 5,898,243
Safeway 1,113,060 4,484,894 3,803,107
United States:
Dairy Farm International 2,628,223 3,331,410 2,365,401
----------------- ------------------
Total Common Stock $180,382,017 $183,268,863
----------------- ------------------
Preferred Stock:
North Atlantic Trading Inc. Senior Pik Preferred 12% 3,076 $49,999 $53,053
Paxson Communications Corporation 260 241,912 265,519
Pro Sieben Media AG (EMU) 72,988 3,360,838 4,221,099
----------------- ------------------
Total Preferred Stock $3,652,749 $4,539,671
----------------- ------------------
United States Government and Government Agency Obligations:
Federal Home Loan Bank Cons Bond
Semi-Annual, 5.55%, due 3/09/00 10,000,000 $10,000,000 $9,984,400
Federal Home Loan Bank Cons Bond
Floating, due 9/07/00 10,000,000 9,998,014 9,998,290
Federal Home Loan Mortgage Corporation Discounted Notes
0.00%, due 1/18/00 10,000,000 9,919,436 9,919,436
Federal National Mortgage Association Discounted Notes
0.00%, due 1/18/00 10,000,000 9,975,444 9,975,444
Federal National Mortgage Association Discounted Notes
0.00%, due 1/20/00 7,000,000 6,980,715 6,980,715
Federal Home Loan Mortgage Corporation Debenture
Semi-Annual, 6.625%, due 9/15/09 1,620,000 1,606,840 1,573,927
Federal Home Loan Mortgage Corporation
Gold PC Group #D09084, Monthly 8.00%, due 5/01/17 289,925 298,804 295,059
Federal Home Loan Mortgage Corporation
Gold PC Group #E00627, Monthly 5.50%, due 2/01/14 5,921,534 5,821,926 5,494,058
Federal Home Loan Mortgage Corporation TBA
Gold PC Group #E00633, Monthly 5.50%, due 3/01/14 94,869 92,901 88,020
</TABLE>
37
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
United States Government and Government Agency Obligations (continued):
Federal National Mortgage Association Bond
Semi-Annual, 6.21%, due 8/06/38 250,000 $222,281 $215,820
Federal National Mortgage Association Debenture
Semi-Annual, 6.25%, due 5/15/29 1,550,000 1,437,207 1,379,500
Federal National Mortgage Association Notes
Semi-Annual, 6.625%, due 9/15/09 770,000 764,809 747,862
Federal National Mortgage Association Mortgage Backed
Monthly 7.00%, due 12/01/27 1,205,408 1,208,374 1,167,353
Federal National Mortgage Association Discounted Note
0.00%, due 5/11/00 1,100,000 1,078,193 1,078,193
Federal National Mortgage Assn. Pass Thru Certificate Pool
# 250430, Monthly 6.00%, due 9/01/25 535,914 510,070 495,051
Federal National Mortgage Assn. Pass Thru Certificate Pool
#303323, Monthly 9.00%, due 11/01/21 225,360 240,501 234,974
Federal National Mortgage Assn. Pass Thru Certificate Pool
#303641, Monthly 6.00%, due 11/01/25 399,808 380,525 370,698
Federal National Mortgage Assn. Pass Thru Certificate Pool
#305210, Monthly 6.00%, due 11/01/25 34,277 32,625 31,663
Federal National Mortgage Assn. Pass Thru Certificate Pool
#319233, Monthly 6.00%, due 11/01/25 706,486 672,388 652,616
Federal National Mortgage Assn. Pass Thru Certificate Pool
#320079, Monthly 6.00%, due 8/01/25 68,241 64,950 63,038
Federal National Mortgage Assn. Pass Thru Certificate Pool
#320543, Monthly 6.00%, due 12/01/25 309,237 294,307 285,657
Federal National Mortgage Assn. Pass Thru Certificate Pool
#324668, Monthly 6.00%, due 10/01/25 660,553 628,790 610,186
Federal National Mortgage Assn. Pass Thru Certificate Pool
#326130, Monthly 6.00%, due 9/01/25 220,744 210,105 203,912
Federal National Mortgage Assn. Pass Thru Certificate Pool
#326864, Monthly 6.00%, due 10/01/25 307,779 292,929 284,311
Federal National Mortgage Assn. Pass Thru Certificate Pool
#328607, Monthly 6.00%, due 11/01/25 525,474 500,112 485,407
Federal National Mortgage Assn. Pass Thru Certificate Pool
#329948, Monthly 6.00%, due 11/01/25 63,866 60,785 58,997
Federal National Mortgage Assn. Pass Thru Certificate Pool
#330005, Monthly 6.00%, due 11/01/25 102,066 97,140 94,283
Federal National Mortgage Assn. Pass Thru Certificate Pool
#332173, Monthly 6.00%, due 12/01/25 797,302 758,865 736,508
Federal National Mortgage Assn. Pass Thru Certificate Pool
#332911, Monthly 6.00%, due 12/01/25 337,795 321,487 312,038
Government National Mortgage Assn. II Jumbo
Floating, due 7/20/22 919,370 941,349 928,417
Government National Mortgage Assn. II Jumbo
Floating, due 10/20/22 645,444 660,773 655,933
Government National Mortgage Assn. Pool # 446720
Monthly 6.50%, due 9/15/28 957,323 956,171 898,381
</TABLE>
38
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
United States Government and Government Agency Obligations (continued):
Government National Mortgage Assn. Pool # 464834
Monthly 6.50%, due 9/15/28 926,715 $925,601 $869,657
Government National Mortgage Assn. Pool # 780601
Monthly 7.00%, due 7/15/27 3,058,894 3,108,081 2,965,200
Government National Mortgage Assn. Pool # 008076
Floating, due 11/20/22 1,013,777 1,037,854 1,030,251
Government National Mortgage Assn. Pool # 416004
Monthly 7.00%, due 10/15/25 607,387 620,104 588,783
Government National Mortgage Assn. Pool # 458848
Monthly 7.00%, due 2/15/28 301,670 306,478 291,299
Government National Mortgage Assn. Pool # 484308
Monthly 6.50%, due 9/15/28 947,785 946,649 889,430
Government National Mortgage Assn. Pool # 484438
Monthly 6.50%, due 9/15/28 587,943 587,236 551,743
Government National Mortgage Assn. Pool # 416805
Monthly 7.00%, due 12/15/25 793,603 810,219 769,295
Student Loan Marketing Association Med Term
Annual, 5.00%, due 1/27/00 10,700,000 10,700,000 10,693,259
TBA Federal Home Loan Mortgage Corporation
Gold SF 30 years Jan, 6.50%, due 1/15/49 600,000 576,375 565,686
TBA Federal Home Loan Mortgage Corporation
Gold SF 30 years Jan, 7.00%, due 1/15/49 1,300,000 1,279,688 1,258,153
TBA Federal Home Loan Mortgage Corporation
Gold SF 30 years Jan, 7.50%, due 1/15/49 1,040,000 1,044,659 1,029,278
TBA Federal National Mortgage Assn. SF 15 years Jan.
5.50%, due 1/15/49 961,000 902,740 891,328
TBA Federal National Mortgage Assn. SF 30 years Jan.
6.00%, due 1/15/49 17,250,000 16,148,215 15,778,402
TBA Government National Mortgage Assn. I SF 15 years Jan.
6.00%, due 1/15/49 180,000 173,475 170,606
TBA Government National Mortgage Assn. I SF 30 years Jan.
6.00%, due 1/15/49 4,130,000 3,840,091 3,755,739
TBA Government National Mortgage Assn. I SF 30 years Jan.
6.50%, due 1/15/49 4,000,000 3,827,359 3,753,760
TBA Government National Mortgage Assn. I SF 30 years Jan.
7.00%, due 1/15/49 6,200,000 6,079,875 5,986,906
TBA Government National Mortgage Assn. I SF 30 years Jan.
7.50%, due 1/15/49 3,400,000 3,407,438 3,361,750
United States Cent Credit Union Global Med Term Note
Semi-Annual, 5.08%, due 4/19/00 3,000,000 2,999,505 2,990,760
United States Treasury Bond
Semi-Annual 11.875%, due 11/15/03 80,000 97,000 94,425
United States Treasury Bond
Floating, due 4/15/28 8,460,000 8,432,953 7,861,288
United States Treasury Bond
Floating, due 4/15/29 7,500,000 7,408,371 7,166,096
</TABLE>
39
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
United States Government and Government Agency Obligations (continued):
United States Treasury Bond
Semi-Annual, 5.25%, due 2/15/29 300,000 $256,641 $248,061
United States Treasury Bond
Semi-Annual, 5.25%, due 11/15/28 3,990,000 3,518,143 3,286,762
United States Treasury Bond
Semi-Annual, 5.50%, due 8/15/28 400,000 381,732 341,124
United States Treasury Bond
Semi-Annual, 8.00%, due 11/15/21 3,960,000 4,678,245 4,493,966
United States Treasury Bond
Semi-Annual, 11.125%, due 8/15/03 60,000 71,620 68,775
United States Treasury Note
Floating, due 1/15/08 1,830,000 1,817,995 1,814,663
United States Treasury Note
Semi-Annual, 5.625%, due 5/15/08 1,700,000 1,627,600 1,599,054
United States Treasury Note
Semi-Annual, 5.625%, due12/31/02 1,600,000 1,656,044 1,570,496
United States Treasury Note
Semi-Annual, 5.75%, due 10/31/02 100,000 99,656 98,625
United States Treasury Note
Semi-Annual, 6.00%, due 8/15/09 7,800,000 7,746,387 7,556,250
United States Treasury Note
Semi-Annual, 6.125%, due 8/15/07 110,000 119,935 107,250
United States Treasury Note
Semi-Annual, 6.50%, due 8/15/05 2,500,000 2,560,938 2,500,000
United States Treasury Note
Semi-Annual, 7.50%, due 2/15/05 890,000 961,478 928,243
United States Treasury Bonds Dated 5/15/80
Semi-Annual, 10.00%, due 5/15/10 660,000 852,225 756,730
----------------- ------------------
Total United States Government and Government Agency Obligations $168,637,421 $164,983,240
----------------- ------------------
Interest Bearing & Money Market Funds:
Barclays Domiciled Money Market Fund 12 $12 $12
The Chase Manhattan Bank Domestic Liquidity Fund *** 74,177,688 74,177,688 74,177,688
The Chase Manhattan Bank Enhanced Cash Investment Fund *** 276 276 276
Vista U.S. Government Money Market Fund *** 684 684 684
----------------- ------------------
Total Interest Bearing & Money Market Funds $74,178,660 $74,178,660
----------------- ------------------
Certificate of Deposit:
Royal Bank Canada N Y Branch Certificate of Deposit
5.12%, due 03/20/00 2,000,000 $1,999,876 $1,999,876
----------------- ------------------
Total Certificate of Deposit $1,999,876 $1,999,876
----------------- ------------------
</TABLE>
40
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes at December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Units Cost Fair Value
----------------------------------- ------------------
<S> <C> <C> <C>
Other Investments:
CD Radio Inc Warrants 240 $12,000 $17,160
Korea Republic Government Bond
Semi-Annual, 8.875%, due 4/15/08 120,000 126,900 125,858
Repurchase Agreement
4.10%, due 1/03/00 14,156,000 14,156,000 14,156,000
Texas State Taxable Vets Housing Association Ser
Floating, due 12/01/29 5,000,000 5,000,000 5,000,000
British Pound Forward Currency Contract Payable
GBP 85,400 dated 8/27/99, @ 0.628368 Ex 3/01/00 - (1,739)
British Pound Forward Currency Contract Payable
GBP 8,611 dated 11/17/99, @ 0.615101 Ex 3/01/00 - 120
European Monetary Union Forward Currency Contract Payable
EUR 50,000 dated 11/19/99, @ 0.965531 Ex 2/07/00 - 1,659
European Monetary Union Forward Currency Contract Payable
EUR 100,000 dated 11/24/99, @ 0.975182 Ex 2/07/00 - 2,053
European Monetary Union Forward Currency Contract Payable
EUR 52,250 dated 12/09/99, @ 0.978905 Ex 2/07/00 - 869
G & G Retail Holdings Inc. Warrant 60 - 90
Written Call Option US Treasury Bonds Ex 2/19/00 (66) (69,849) (25,781)
Written Call Option US Treasury Bonds Ex 5/20/00 (39) (41,254) (38,391)
Written Call Option US Treasury Bonds Ex 2/19/00 (62) (60,262) (8,719)
Written Call Option US Treasury Bonds Ex 5/20/00 (54) (43,939) (17,719)
Written Put Option US Treasury Bonds Ex 2/19/00 (3) (1,991) (1,359)
Written Put Option US Treasury Bonds Ex 5/20/00 (42) (27,935) (54,469)
Written Put Option US Treasury Bonds Ex 2/19/00 (56) (42,234) (56,875)
US Treasury Bond- CBT Futures Contracts Short Ex 3/00 (45) (51,287) -
US Treasury Note-CBT 10 year Futures Contracts Long Ex 3/00 25 59,562 -
US Treasury Bond- CBT Futures Contracts Long Ex 3/00 14 16,662 -
US Treasury Bond Futures Contracts Ex 6/21/00 12 (423,885) -
----------------- ------------------
Total Other Investments $18,608,488 $19,098,757
----------------- ------------------
Total Investments $4,713,627,468 $5,597,781,292
================= ==================
* Represents number of Participants with Loans outstanding.
** Interest rate is net of administrative service fees.
*** Party-in-interest investments
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Short-Term Investments
Repurchase Agreement 4.74%, 3/18/99, 48,770,000 $48,770,000 $48,770,000
Repurchase Agreement 4.74%, 3/18/99, 3,017,000 3,017,000 3,017,000
Repurchase Agreement (Reverse) 4.77%, 3/10/99, 12,395,000 12,395,000 12,395,000
Repurchase Agreement (Reverse) 4.77%, 3/10/99, 9,055,000 9,055,000 9,055,000
Tri Party Repo W/Greenwich Capital Markets 4.92%, 5/03/99, 34,000,000 34,000,000 34,000,000
Tri Party Repo W/Greenwich Capital Markets 5.98%, 5/04/99, 40,000,000 40,000,000 40,000,000
Tri Party Repo W/Greenwich Capital Markets 4.85%, 5/05/99, 40,000,000 40,000,000 40,000,000
Tri Party Repo W/Greenwich Capital Markets 4.875%, 6/16/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 4.60%, 6/18/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 4.60%, 6/21/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 4.70%, 6/22/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 4.66%, 6/23/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 5.05%, 6/29/99, 39,000,000 39,000,000 39,000,000
Tri Party Repo W/Greenwich Capital Markets 5.20%, 7/01/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 5.15%, 7/02/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 5.00%, 7/29/99, 39,000,000 39,000,000 39,000,000
Tri Party Repo W/Greenwich Capital Markets 5.06%, 7/30/99, 40,000,000 40,000,000 40,000,000
Tri Party Repo W/Greenwich Capital Markets 5.03%, 8/04/99, 39,000,000 39,000,000 39,000,000
Tri Party Repo W/Greenwich Capital Markets 4.95%, 8/09/99, 37,000,000 37,000,000 37,000,000
Tri Party Repo W/Greenwich Capital Markets 5.05%, 8/10/99, 42,000,000 42,000,000 42,000,000
Tri Party Repo W/Greenwich Capital Markets 5.20%, 8/17/99, 35,000,000 35,000,000 35,000,000
Tri Party Repo W/Greenwich Capital Markets 5.15%, 9/24/99, 36,300,000 36,300,000 36,300,000
Tri Party Repo W/Greenwich Capital Markets 5.00%, 7/23/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 4.90%, 6/30/99, 41,000,000 41,000,000 41,000,000
Tri Party Repo W/Greenwich Capital Markets 5.00%, 7/28/99, 39,000,000 39,000,000 39,000,000
Tri Party Repo W/Greenwich Capital Markets 5.19%, 8/03/99, 40,000,000 40,000,000 40,000,000
Tri Party Repo W/Greenwich Capital Markets 4.99%, 8/06/99, 40,000,000 40,000,000 40,000,000
Tri Party Repo W/Greenwich Capital Markets 4.65%, 6/24/99, 41,000,000 41,000,000 41,000,000
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Short-Term Investments (continued)
Tri Party Repo W/Greenwich Capital Markets 4.90, 7/08/99, 39,000,000 $39,000,000 $39,000,000
Corporate Debt Instruments
Alaris Med Sys Inc. Senior Sub Note Semi-Annual 9.75%, 12/01/06, 60,000 $50,400 $50,700
Allied Waste North America Inc. Sr Sub Note Semi-Annual 10.00%, 8/01/09, 100,000 99,668 93,895
AMC Entertainment Inc. Senior Sub Note Semi-Annual 9.50%, 2/01/11, 105,000 98,863 90,075
American Express Credit Corporation Discounted Note 0.00%, 9/08/99, 6,000,000 5,974,350 5,977,691
Ameriserve Fin Tr/Ameriserve Corporation Sr note Semi-Annual 12.00%, 9/15/06,125,000 122,133 106,113
Amkor Technology Inc. Senior Note Semi-Annual 9.25%, 5/01/06, 50,000 48,250 49,000
Big Flower Press Holdings Inc. Semi-Annual 8.625%, 12/01/08, 205,000 197,544 209,100
Conproca S.A. De C.V. Sr Secd Bond Semi-Annual 12.00%, 6/16/10, 55,000 51,975 52,938
Cox Communications Inc. New Note Semi-Annual 7.875%, 8/15/09, 160,000 159,813 164,763
E I Du Pont Nemours & Company Inc. 0.00%, 6/24/99, 7,000,000 6,907,408 7,000,000
Ford Motor Credit Medium Term Notes B Entry Floating , 8/18/00, 12,000,000 11,992,817 11,994,600
Jazztel Plc Note Semi-Annual 13.25%, 12/15/09, 315,000 327,543 333,438
Level 3 Communications Inc. Sr Discounted Note Semi-Annual 0.00%, 12/01/08, 355,000 206,750 198,800
Lockheed Martin Corporation 0.00%, 2/18/00, 700,000 678,595 690,314
Mobile Telecommunication Technologies Note Semi-Annual 13.50%, 12/15/02, 135,000 153,063 152,888
Nextel Communications Inc. Sr Note Semi-Annual 9.375%, 11/15/09, 80,000 79,362 79,600
Omnipoint Corporation Sr Note Ser A Semi-Annual 11.625%, 8/15/06, 35,000 36,113 37,144
Omnipoint Corporation Sr Note 144A Semi-Annual 11.50%, 9/15/09, 100,000 100,000 107,300
Petroleos Mexicanos Medium Term Notes Semi-Annual 9.50%, 9/15/27, 50,000 49,500 46,250
PP&L Transition Bond LLC Ser 1999 1 Bond Quarterly 6.96%, 12/26/07, 2,500,000 2,499,551 2,499,551
Regal Cinemas Inc. Sr Sub Note Semi-Annual 9.50%, 6/01/08, 45,000 31,206 33,250
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Corporate Debt Instruments (continued)
RJR Nabisco Inc. Note 144A Semi-Annual 7.75%, 5/15/06, 1,200,000 $1,194,540 $1,194,540
RJR Nabisco Inc. Note 144A Semi-Annual 7.875%, 5/15/09, 810,000 798,449 798,449
Rogers Cablesystems Ltd. Ser Secd Semi-Annual 10.00%, 12/01/07, 185,000 199,708 198,663
Shell Oil Company Series A 0.00%, 5/27/99, 9,000,000 8,947,530 8,980,840
SLM Student Loan Trust Loan Backed Note Floating, 10/25/11, 700,000 700,219 694,668
Telemundo Holdings Inc. Sr Discounted Note Semi-Annual 0.00%, 8/15/08, 80,000 41,296 45,600
Toyota Motor Credit 0.00%, 6/28/99, 10,000,000 9,897,761 10,000,000
U. S. Can Corporation Sr Sub Note Ser B Semi-Annual 10.125%, 10/15/06, 75,000 76,688 76,875
Unilab Corporation New Ser Note Semi-Annual 11.00%, 4/01/06, 275,000 302,500 306,020
United Intl Holdings Inc. Sr Sub Secd Discounted Note Semi-Annual 0.00%, 2/15/08, 80,000 50,400 46,400
Voicestream Wireless Corporation Note Semi-Annual 10.375%, 11/15/09, 200,000 200,000 208,000
WEC Company Senior Note 144A Semi-Annual 12.00%, 7/15/09, 35,000 35,000 32,400
Corporate Debt Instruments - Preferred
Archer Daniels Midland Company Medium Term Note Semi-Annual 6.625%, 5/01/29, 260,000 $258,752 $244,276
AT&T Corporation Bonds Semi-Annual 5.625%, 3/15/04, 920,000 915,694 914,074
AT&T Corporation Bonds Semi-Annual 6.50%, 3/15/29, 770,000 761,807 719,868
BSCH Issuances Ltd. Guaranteed Sub Note Semi-Annual 7.625%, 11/03/09, 1,050,000 1,062,233 1,062,111
Conoco Inc. Note Semi-Annual 6.95%, 4/15/29, 300,000 300,000 300,906
Ford Motor Credit Company Notes Semi-Annual 7.375%, 10/28/09, 600,000 598,872 603,432
HSBC Holdings Plc Sub Note Dated 7/06/99 Semi-Annual 7.50%, 7/15/09, 2,250,000 2,251,438 2,272,237
Pepsi Bottling Group Inc. Guaranteed Sr Note Semi-Annual 7.00%, 3/01/29, 1,500,000 1,489,800 1,501,544
Wal Mart Stores Inc. Note Semi-Annual 6.875%, 8/10/09, 1,100,000 1,095,688 1,093,433
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Corporate Stock - Common
Brisa Auto-Estradas De Port (Euro) Eur5 (Priv), 50,000 $2,274,255 $1,908,773
Daiwa Securities Group (Japan) JPY50, 321,000 1,164,051 1,660,573
Deutsche Bank AG New Ord NPV (Rfd 1/1/99), 0.14 6 6
Deutsche Bank AG Ord NPV, 86,456 5,167,571 5,003,671
Instrumentarium OYJ Ser 'A' NPV, 7,358 273,334 236,869
Invensys Ord 25P, 949,395 4,220,443 4,601,978
Medeva Ord 10P, 651, 680 1,138,132 1,817,045
Mitsubishi Heavy Industries (Japan) JPY50, 1,249,000 5,633,106 4,323,331
Other Investments
Purchase Options:
Purchase Call Eurodollar Ex 12/14/99, 250,000 $25,560 $6,383
Purchase Call December 94 Eurodollar C.D. Ex 12/13/00, 250,000 20,443 25,345
Purchase Call Eurodollar Ex 6/14/99, 2,500 72,753 10,348
Purchase Call Eurodollar Ex 9/13/99, 1,000 8,598 9,403
Purchase Call Eurodollar Ex 6/14/99, 2,500 15,380 -
Purchase Call Mar 99 USA Treasury Bonds Ex 3/20/99, 100,000 7,099 7,245
Purchase Call Sep 99 USA 10-year Treasury Notes Ex 2/15/00, 100,000 1,142 1,142
Purchase Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000 398 -
Purchase Call USA Treasury Bonds Ex 12/13/99, 250,000 7,470 7,470
Purchase Call USA Treasury Bonds Ex 10/23/99, 100,000 7,914 12,789
Purchase Call USA Treasury Bonds Ex 11/20/99, 100,000 24,113 1,243
Purchase Call USA Treasury Bonds Ex 11/20/99, 100,000 12,413 9,150
Purchase Put Eurodollar Ex 9/13/99, 1,000 2,860 4,778
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Other Investments (continued)
Futures Contracts:
Dec 99 Muni Bond Index Ex 12/31/99, 100,000 - $13,284
Dec 99 Treasury Bonds - CBT Future Long Ex 12/31/99, 100,000 - (205,069)
Dec 99 Treasury Bonds - CBT Future Short Ex 12/31/99, 100,000 - 235,709
10 Year US Treasury Notes-CBT Future Long Ex 12/31/99, 100,000 - 10,440
10 Year US Treasury Notes-CBT Future Short Ex 12/31/99, 100,000 - (14,340)
5 Year US Treasury Notes-CBT Future Long Ex 12/31/99, 100,000 - (13,363)
June 00 Eurodollar-CME Future Long Ex 6/30/00, 250,000 - 6,788
June 00 Eurodollar-CME Future Short Ex 6/30/00, 250,000 - 7,685
June 99 Treasury Bonds - CBT Future Long Ex 6/30/99, 100,000 - (1,195,680)
June 99 Treasury Bonds - CBT Future Short Ex 6/30/99, 100,000 - 384,350
10 Year US Treasury Notes-CBT Future Long Ex 6/30/99, 100,000 - (117,314)
10 Year US Treasury Notes-CBT Future Short Ex 6/30/99, 100,000 - 236,428
5 Year US Treasury Notes-CBT Future Long Ex 6/30/99, 100,000 - (424,669)
5 Year US Treasury Notes-CBT Future Short Ex 6/30/99, 100,000 - 524,277
Mar 00 Eurodollar-CME Future Short Ex 3/31/00, 250,000 - 37,580
5 Year US Treasury Notes-CBT Future Long Ex 3/31/00, 100,000 - (796)
Mar 99 Eurodollar-CME Future Long Ex 3/31/99, 250,000 - 240,055
10 Year US Treasury Notes-CBT Future Long Ex 3/31/99, 100,000 - (97,273)
Sep 99 Eurodollar-CME Future Long Ex 9/30/99, 250,000 - (1,485)
Sep 99 Treasury Bonds - CBT Future Long Ex 9/30/99, 100,000 - (443,797)
Sep 99 Treasury Bonds - CBT Future Short Ex 9/30/99, 100,000 - 163,889
10 Year US Treasury Notes-CBT Future Short Ex 9/30/99, 100,000 - 18,628
5 Year US Treasury Notes-CBT Future Long Ex 9/30/99, 100,000 - 62,608
5 Year US Treasury Notes-CBT Future Short Ex 9/30/99, 100,000 - (7,946)
Sep 99 Eurodollar-CME Future Short Ex 9/13/99, 2,500 - 109,570
Realized Gain (Loss) on Future - - (241,999)
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Other Investments (continued)
Written Options:
Written Option Dec 99 United States Treasury Note 5 years Ex 11/20/99, 100,000, 28.00 ($11,228) ($4,585)
Written Option Dec 99 United States Treasury Bond Ex 11/20/99, 100,000, 7.00 (5,744) (271)
Written Option Dec 99 United States Treasury Note 5 years Ex 11/20/99, 1,000, 31.00 (12,236) (310)
Written Option Euro Dollar Call Ex 7/16/99, 1,000, 27.00 (7,898) (3,578)
Written Call Sep 99 5-year United States Treasury Note Ex 8/21/99, 100,000, 17.00 (9,701) (983)
Written Call Sep 99 5-year United States Treasury Note Ex 8/21/99, 100,000, 16.00 (6,130) (3,370)
Written Call USA Treasury Bonds Ex 2/19/00, 100,000, 45.00 (24,350) (2,447)
Written Option USA Treasury Bonds Ex 11/20/99, 100,000, 8.00 (2,815) -
Written Call USA Treasury Bonds Ex 11/30/99, 1,000, 35.00 (15,597) (11,638)
Written Call April 99 USA Treasury Bonds Future Ex 3/20/99, 100,000, 15.00 (12,294) -
Written Call April 99 USA Treasury Bonds Future Ex 3/20/99, 100,000, 8.00 (4,690) -
Written Call April 99 USA Treasury Bonds Future Ex 4/17/99, 100,000, 25.00 (17,391) (9,563)
Written Call April 99 USA Treasury Bonds Future Ex 4/17/99, 100,000, 14.00 (6,239) (1,746)
Written Call Dec 99 USA 10-year Treasury Note Ex 10/23/99, 100,000, 10.00 (7,113) (6,794)
Written Call Dec 99 USA 5-year Treasury Note Ex 2/19/00, 100,000, 18.00 (9,428) (1,541)
Written Call Dec 99 USA 5-year Treasury Note Ex 11/20/99, 100,000, 61.00 (35,152) (3,317)
Written Call Euro Dollar Ex 8/13/99, 2,500, 23.00 (6,153) (3,048)
Written Call Euro Dollar Ex 3/13/00, 1,000, 31.00 (10,743) (8,758)
Written Call June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 8.00 (1,815) -
Written Call June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 53.00 (42,290) (22,023)
Written Call June 99 USA Treasury Bonds Ex 3/20/99, 100,000, 38.00 (23,778) -
Written Call June 99 USA Treasury Bonds Ex 3/19/99, 100,000, 9.00 (3,308) (349)
Written Call June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 23.00 (17,437) (5,563)
Written Call June 99 USA Treasury Bonds Ex 10/08/99, 100,000, 15.00 (6,919) (2,206)
Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 42.00 (18,779) (486)
Written Call June 99 USA Treasury Notes Ex 3/20/99, 100,000, 16.00 (8,630) -
Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 46.00 (29,124) (439)
</TABLE>
47
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Other Investments (continued)
Written Options (continued):
Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 12.00 ($8,160) $ -
Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 46.00 (32,952) (20,594)
Written Call Mar 00 USA Treasury Bonds Ex 2/19/00, 100,000, 44.00 (33,795) (3,518)
Written Call Mar 99 USA Treasury Bonds Ex 3/20/99, 100,000, 18.00 (11,678) (416)
Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 10.00 (4,925) -
Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 24.00 (15,195) (19,118)
Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 34.00 (14,167) (12,208)
Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 19.00 (7,279) -
Written Call Mar 99 USA Treasury Notes Ex 1/23/99, 100,000, 5.00 (1,056) -
Written Call Sep 99 USA 5 years Treasury Note Ex 8/21/99, 100,000, 22.00 (9,116) -
Written Call Sep 99 USA Treasury Bonds Ex 9/18/99, 100,000, 37.00 (15,848) (6,996)
Written Call Sep 99 USA Treasury Notes Ex 8/21/99, 100,000, 57.00 (18,860) (8,240)
Written Call Sep 99 USA Treasury Notes Ex 8/21/99, 100,000, 41.00 (17,646) (116)
Written Call Sep 99 USA Treasury Notes Ex 6/19/99, 100,000, 15.00 (3,638) -
Written Call Sep 99 USA Treasury Notes Ex 8/21/99, 100,000, 21.00 (13,358) (1,142)
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 15.00 (15,825) (11,065)
Written Call Sep 99 USA Treasury Bonds Future Ex 6/19/99, 100,000, 8.00 (2,815) -
Written Call Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 9.00 (6,964) -
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 1.00 (414) -
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 18.00 (6,615) (2,385)
Written Call Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 47.00 (27,523) (9,321)
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 18.00 (3,521) -
Written Call Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 22.00 (6,023) (2,228)
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 30.00 (27,869) (4,256)
Written Call Sep 99 USA Treasury Bonds Future Ex 11/30/99, 100,000, 13.00 (4,371) (1,926)
Written Call Sep 99 USA Treasury Bonds Future Ex 11/30/99, 100,000, 78.00 (57,931) (5,444)
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 84.00 (96,605) (10,458)
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Other Investments (continued)
Written Options (continued):
Written Call Sep 99 USA Treasury Bonds Future Ex 8/20/99, 100,000, 8.00 ($6,190) ($4,185)
Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 108.00 (65,534) (10,841)
Written Call USA Treasury Bonds Ex 1/22/00, 100,000, 14.00 (6,676) (4,589)
Written Call USA Treasury Bonds Ex 2/19/00, 100,000, 27.00 (22,720) (3,156)
Written Call USA Treasury Bonds Ex 10/23/99, 1,000, 20.00 (6,725) (3,900)
Written Call USA Treasury Bonds Ex 10/23/99, 100,000, 2.00 (985) -
Written Call USA Treasury Bonds Ex 9/18/99, 100,000, 4.00 (1,470) -
Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 16.00 (8,505) -
Written Call USA Treasury Bonds Ex 2/15/00, 100,000, 16.00 (11,630) -
Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 29.00 (13,876) (10,515)
Written Call USA Treasury Bonds Ex 10/23/99, 100,000, 20.00 (5,475) -
Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 13.00 (4,231) (5,379)
Written Call USA Treasury Bonds Ex 9/18/99, 100,000, 46.00 (24,077) (14,265)
Written Call USA Treasury Bonds Ex 10/23/99, 100,000, 28.00 (14,665) -
Written Call USA Treasury Bonds Ex 2/19/00, 100,000, 110.00 (154,863) (48,325)
Written Call USA Treasury Bonds Ex 6/19/99, 100,000, 39.00 (13,223) -
Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 82.00 (56,479) (17,303)
Written Call USA Treasury Bonds Ex 9/10/99, 100,000, 20.00 (6,413) (7,838)
Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 80.00 (70,713) (11,460)
Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 34.00 (24,995) (1,849)
Written Call USA Treasury Bonds Ex 8/21/99, 100,000, 11.00 (8,543) (7,864)
Written Call USA Treasury Bonds June 99 Ex 10/08/99, 100,000, 46.00 (45,015) (4,658)
Written Call USA Treasury Notes Future Ex 9/18/99, 100,000, 10.00 (1,175) -
Written Put June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 8.00 (4,940) (5,060)
Written Put June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 52.00 (43,313) (20,406)
Written Put June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 30.00 (41,963) (34,350)
Written Put Mar 00 USA Treasury Bonds Ex 2/19/00, 100,000, 19.00 (9,951) (9,951)
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Assets Held for Investment Purposes That Were
Both Acquired And Disposed of Within the Plan Year
For The Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4i)
Description of Investment,
Including Maturity Date, Proceeds
Rate of Interest, Collateral, Cost of of
Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions
<S> <C> <C> <C>
Other Investments (continued)
Written Options (continued):
Written Put Mar 99 USA Treasury Bonds Ex 3/15/99, 100,000, 19.00 ($7,279) ($1,330)
Written Put Mar 99 USA Treasury Bonds Ex 3/19/99, 100,000, 22.00 (13,116) (2,833)
Written Put Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 21.00 (6,077) -
Written Put Mar 99 USA Treasury Notes Ex 1/23/99, 100,000, 24.00 (3,195) -
Written Put Sep 99 USA Treasury Bonds Future Ex 11/30/99, 100,000, 18.00 (4,365) -
Written Put Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 15.00 (6,919) (3,863)
Written Put Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 53.00 (31,603) (9,111)
Written Put Sep 99 USA Treasury Bonds Future Ex 8/02/99, 100,000, 7.00 (3,776) -
Written Put Sep 99 USA Treasury Bonds Future Ex 8/18/99, 100,000, 9.00 (3,167) -
Written Put Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 132.00 (117,260) (79,070)
Written Put Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 8.00 (2,440) -
Written Put USA Treasury Bonds Ex 3/28/00, 100,000, 16.00 (7,380) (2,620)
Written Put USA Treasury Bonds Ex 10/23/99, 100,000, 6.00 (5,580) (2,108)
Written Put USA Treasury Bonds Ex 11/20/99, 100,000, 51.00 (39,805) (67,851)
Written Put USA Treasury Bonds Ex 9/18/99, 1,000, 100.00 (49,250) -
Written Put Euro Dollar 93.5 Ex 2/28/00, 250,000, 51.00 (44,443) (26,045)
Written Put USA Treasury Bonds Ex 6/19/99, 1, 20.00 (10,163) (5,150)
Securities Sold Short:
TBA Federal Home Loan Mortgage Corporation Gold SF
Certificate 15 years 5.50%, 6/15/49, 180,000 ($173,025) ($173,025)
</TABLE>
50
<PAGE>
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK
AND CERTAIN AFFILIATED COMPANIES
Schedule of Five Percent Reportable Transactions
For the Year Ended December 31, 1999
(IRS Form 5500 - Schedule H - Part IV - Line 4j)
<TABLE>
<CAPTION>
Acquisitions Dispositions
-------------------- -----------------------------------------------------
Description of Assets Number Cost Number Proceeds Cost Realized Gain
<S> <C> <C> <C> <C> <C> <C>
Single Transactions Under Section 2520, 103-6 (c)(1)(i)
Barclays Global Investors Equity Index Fund $ - 1 $818,138,955 $ 459,771,523 $ 358,367,432
BGI Equity Index Fund 1 818,138,955 - - -
Series Transactions Under Section 2520, 103-6 (c)(1)(ii)
Barclays Global Investors Equity Index Fund 7 27,900,000 3 821,288,955 461,592,234 359,696,721
BGI Equity Index Fund 42 864,720,638 92 70,775,718 70,105,329 670,389
New York Life Insurance Company GAC # 31021 49 214,761,033 53 166,859,076 166,859,076 -
The Chase Manhattan Corporation Common Stock 65 379,483,359 77 529,981,357 318,341,746 211,639,611
The Chase Bank Domestic Liquidity Fund 705 1,059,566,646 554 992,240,193 992,240,193 -
Vista U. S. Government Money Market Fund 162 143,167,458 93 143,859,419 143,859,419 -
</TABLE>
Note the threshold for reporting transactions under Department of Labor
provisions is five percent of the fair value of the Plan's assets at the
beginning of the year of $5,019,980,724. This amount for the year ended December
31, 1999 is $250,999,036.
51
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
23 Consent of Independent Auditors 54 & 55
52
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange of Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
By: _/S/ Joseph L. Sclafani
__________________________________
Joseph L. Sclafani
The Chase Manhattan Corporation
Controller
(Principal Accounting Officer)
Date: June 23, 2000
53
