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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of the Report: May 5, 1995 Commission file number 1-5805
CHEMICAL BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, New York 10017-2070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 270-6000
Items 5. Other Events
On April 28, 1995, Chemical Banking Corporation, a Delaware
corporation (the "Company"), announced that it intended to redeem all of the
outstanding shares of its 10% Convertible Preferred Stock, $1 par value per
share (the "Preferred Stock") on May 31, 1995 (the "Redemption Date") at a
redemption price of $53.42 per share. The Preferred Stock is convertible at
the option of the holder thereof into shares of Common Stock, $1 par value
per share, of the Company at any time prior to the close of business on the
Redemption Date at the rate of 1.91 shares of Common Stock per share of
Preferred Stock.
Reference is hereby made to the Notice of Redemption of the Preferred
Stock which is attached as an exhibit hereto and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this Report:
Exhibit Number Description
99 Notice of Redemption
Chemical Banking Corporation
10% Convertible Preferred Stock
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHEMICAL BANKING CORPORATION
(Registrant)
Dated: May 5, 1995 By /s/Dina Dublon
Treasurer
EXHIBIT INDEX
Exhibit Number Description
99 Notice of Redemption
Chemical Banking Corporation
10% Convertible Preferred Stock
[LOGO OF CHEMICAL]
NOTICE OF REDEMPTION
CHEMICAL BANKING CORPORATION
10% CONVERTIBLE PREFERRED STOCK
CUSIP NO. 163722 85 3
Redemption Date: May 31, 1995
Conversion Privilege Expires: May 31, 1995
NOTICE IS HEREBY GIVEN by Chemical Banking Corporation, a
Delaware corporation (the "Company"), that it will redeem on May 31, 1995
(the "Redemption Date") all of the outstanding shares of its 10% Convertible
Preferred Stock, $1 par value per share (the "Preferred Stock"), pursuant to
the provisions of the Certificate of Designations relating to the Preferred
Stock. The redemption price is $53.42 per share, representing a redemption
price of $53.00 per share of Preferred Stock plus accrued and unpaid
dividends thereon to the Redemption Date (the "Redemption Price").
A holder of shares of Preferred Stock may elect to convert any or all of
the shares to be redeemed into shares of the Company's Common Stock, $1
par value per share (the "Common Stock"), at any time prior to the close of
business on the Redemption Date at the rate of 1.91 shares of Common Stock
per share of Preferred Stock. Cash will be paid in lieu of fractional shares.
No payment or adjustment in respect of accrued and unpaid dividends on the
Preferred Stock will be made upon conversion. The closing sales price of the
Common Stock on the New York Stock Exchange on April 24, 1995, was
$41.75. SO LONG AS THE MARKET PRICE OF THE COMMON STOCK
EXCEEDS $27.97, A HOLDER OF PREFERRED STOCK WHO
CONVERTS WILL RECEIVE COMMON STOCK (AND CASH IN LIEU
OF FRACTIONAL SHARES) WITH A MARKET VALUE GREATER
THAN THE AMOUNT OF CASH THE HOLDER WOULD RECEIVE
UPON REDEMPTION. Conversion will be effected only for those Preferred
Stock certificates received by Chemical Bank, as Agent, at the address set
forth on the enclosed Letter of Transmittal prior to 5:00 p.m., New York
time, on May 31, 1995, accompanied by a properly completed and signed
Letter of Transmittal indicating that the holder of such Preferred Stock
certificates elects conversion.
From and after the close of business on the Redemption Date, the
Preferred Stock will no longer be deemed outstanding, the right to receive
dividends thereon will cease to accrue, the right of conversion thereof will
terminate and all rights of the holders of the Preferred Stock as
stockholders of the Company will cease and terminate, except the right of the
holders of the Preferred Stock to receive payment of the Redemption Price
therefor, without interest, upon surrender on or after the Redemption Date
of certificates representing the Preferred Stock.
The Company has been advised that, under present Federal income tax
laws, no taxable gain or loss will be recognized by holders of Preferred Stock
upon conversion of their Preferred Stock into Common Stock, except for cash
received in lieu of fractional shares. Gain or loss will generally be
recognized by holders upon redemption of their Preferred Stock. Holders
of Preferred Stock should consult their own tax advisors as to the
tax consequences applicable to them upon conversion or redemption.
Enclosed is a Letter of Transmittal for use in surrendering your Preferred
Stock for conversion or redemption. The Letter of Transmittal contains
instructions that you should read and follow carefully. Please make sure the
Letter of Transmittal is properly completed, signed and dated. You may
submit your certificates representing the Preferred Stock and your Letter of
Transmittal either by mail or by hand at the addresses set forth in the
Letter of Transmittal. The method of delivery of stock certificates is at your
option and risk. If sent by mail, it is strongly recommended the certificates
be sent by registered mail, properly insured, with return receipt requested.
If you have any questions regarding the redemption or conversion of the
Preferred Stock or if you need additional copies of the Letter of Transmittal,
please contact Chemical Bank at the address or phone number found in the
Letter of Transmittal.
CHEMICAL BANKING CORPORATION
Dated: April 28, 1995