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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
March 31, 1996
Date of Report (Date of earliest event reported)
The Chase Manhattan Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-5805 13-2624428
(Commission File Number) (IRS Employer Identification No.)
270 Park Avenue, New York, New York 10017
(Address of principal executive offices)(Zip Code)
(212) 270-6000
(Registrant's telephone number, including area code)
Chemical Banking Corporation
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The merger (the "Merger") of The Chase Manhattan Corporation ("Old Chase")
with and into The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (the "Company") was consummated on March 31, 1996. As a
result of the Merger, the Company, which is the surviving corporation of the
Merger, changed its name from "Chemical Banking Corporation" to "The Chase
Manhattan Corporation". Also as a result of the Merger, each outstanding share
of common stock of Old Chase was converted into 1.04 shares of common stock of
the Company and each outstanding share of preferred stock of Old Chase was
converted into one share of preferred stock of the Company having substantially
the same rights, powers, privileges and preferences as such share of Old Chase
preferred stock. The basic terms of the Merger were described in the Joint Proxy
Statement/Prospectus of the Company and Old Chase dated October 31, 1995, which
was included in the Company's Registration Statement on Form S-4 (Registration
No. 33-63833), to which reference is hereby made. Copies of the Company's press
releases announcing the completion of the Merger and describing the changes in
the trading symbols of the Company's equity securities are filed as exhibits
hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
(1) The audited consolidated statements of condition of Old Chase and
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, cash flows and changes in
stockholders' equity for each of the years in the three-year
period ended December 31, 1994 (incorporated by reference to Old
Chase's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994).
(2) The unaudited consolidated statement of condition of Old Chase as
of September 30, 1995 and the unaudited consolidated statements of
income, cash flows and changes in shareholder's equity of Old
Chase and subsidiaries for the nine months ended September 30,
1995 and 1994 (incorporated by reference to Old Chase's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995).
(b) PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma combined balance sheet of the Company and Old Chase
at December 31, 1995, the unaudited pro forma combined statements of income of
the Company and
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Old Chase for each of the years in the three-year period ended December 31, 1995
and the notes to unaudited pro forma combined financial statements included
therewith (incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995).
(c) EXHIBITS
The following exhibits are filed with this report:
EXHIBIT NO. DESCRIPTION
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2 Agreement and Plan of Merger, dated as of August 27, 1995, between Chemical
Banking Corporation and The Chase Manhattan Corporation (incorporated by
reference to Exhibit 2 to Current Report on Form 8-K of Chemical Banking
Corporation, dated August 27, 1995)
4 Certificate of Merger of The Chase Manhattan Corporation with and into
Chemical Banking Corporation
99.1 Press Release (announcing Merger and change in common stock
trading symbol)
99.2 Press Release (announcing changes in preferred stock trading symbols)
99.3 Report of Price Waterhouse dated January 17, 1995
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ John B. Wynne
--------------------------------
Name: John B. Wynne
Title: Secretary
Dated: April 1, 1996.
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
- ------ -------------------------------------------------------------------------- ----
2 Agreement and Plan of Merger, dated as of August 27, 1995, between
Chemical Banking Corporation and The Chase Manhattan Corporation
(incorporated by reference to Exhibit 2 to Current Report on Form 8-K of
Chemical Banking Corporation dated August 27, 1995)
4 Certificate of Merger of The Chase Manhattan Corporation with and into
Chemical Banking Corporation
99.1 Press Release (announcing Merger and change in common stock trading symbol)
99.2 Press Release (announcing changes in preferred stock trading symbols)
99.3 Report of Price Waterhouse dated January 17, 1995
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EXHIBIT 4
CERTIFICATE OF MERGER
OF
THE CHASE MANHATTAN CORPORATION
INTO
CHEMICAL BANKING CORPORATION
UNDER SECTION 251 OF THE
GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
Pursuant to Section 251(c) of the General Corporation Law of the State of
Delaware, Chemical Banking Corporation, a Delaware corporation (the
"Corporation"), hereby certifies the following information relating to the
merger of The Chase Manhattan Corporation, a Delaware Corporation ("Chase"),
with and into the Corporation (the "Merger"):
FIRST: The names of the constituent corporations in the Merger (the
"Constituent Corporations") and their states of incorporation are as follows:
NAME STATE
- --------------------------------------------- ---------------------------------------------
Chemical Banking Corporation Delaware
The Chase Manhattan Corporation Delaware
SECOND: The Agreement and Plan of Merger, dated as of August 27, 1995 (the
"Merger Agreement"), between the Corporation and Chase, setting forth the terms
and conditions of the Merger, has been approved, adopted, certified, executed
and acknowledged by each of the Constituent Corporations in accordance with the
provisions of Section 251 of the General Corporation Law of the State of
Delaware.
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THIRD: The surviving corporation in the Merger is Chemical Banking
Corporation, which as of the effective time of the Merger will change its name
to The Chase Manhattan Corporation (the "Surviving Corporation").
FOURTH: The certificate of incorporation of the Corporation shall be the
certificate of incorporation of the Surviving Corporation, as amended as
follows:
1. Article FIRST is hereby amended to read in its entirety as follows:
"FIRST. The name of the corporation is
THE CHASE MANHATTAN CORPORATION"
2. The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of each series
of Preferred Stock of the Corporation, as set forth in the
Appendices to the Certificate of Incorporation, are hereby amended
by deleting each reference therein to "CHEMICAL BANKING
CORPORATION" and inserting in lieu thereof a reference to "THE
CHASE MANHATTAN CORPORATION" and by deleting each reference therein
to "Chemical Banking Corporation" and inserting in lieu thereof a
reference to "The Chase Manhattan Corporation".
FIFTH: The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, located at 270 Park Avenue, New York, New
York 10017.
SIXTH: A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of record of either
of the Constituent Corporations.
SEVENTH: This Certificate of Merger, and the Merger provided for herein,
shall become effective at 11:59 p.m. on March 31, 1996.
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IN WITNESS WHEREOF, this Certificate of Merger has been executed on the
29th day of March, 1996.
CHEMICAL BANKING CORPORATION
By: /s/ WALTER V. SHIPLEY
------------------------------------
Walter V. Shipley
Chairman of the Board
[Corporate Seal]
Attest:
/s/ JOHN B. WYNNE
- -----------------------------------
John B. Wynne
Secretary
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EXHIBIT 99.1
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017-2070
NEWS RELEASE
Investor Contact: John Borden Press Contacts: John Anderson
212-270-7318 212-270-2270
John Stefans
212-270-7438
For Immediate Release John Meyers
Monday, April 1, 1996 212-270-7454
CHASE AND CHEMICAL MERGE, CREATING LARGEST BANKING COMPANY IN THE UNITED STATES
New York, April 1, 1996 -- The Chase Manhattan Corporation and Chemical
Banking Corporation today said that they have completed the merger of their
holding companies, effective March 31.
With $300 billion in assets, the new company, called The Chase Manhattan
Corporation, is now the largest banking company in the United States and
becomes America's first broadly diversified banking organization to have
top-tier, scale positions in each of its principal business lines.
The new Chase has more primary relationships with large U.S. companies
than any other competitor, making it the leading bank to corporate America. It
is also one of the nation's preeminent financial products companies, with
leading positions in credit cards, mortgage banking, consumer finance, mutual
funds and home banking. Domestically, it has offices in 39 states and
relationships with more than 25 million households coast to coast.
The new Chase is also among only a handful of truly global competitors,
with wholesale banking operations in 52 countries, clients in 180 and leadership
rankings in almost all areas of global finance, trading, private banking and
information and transaction services.
It also has the largest branch system in the tri-state metropolitan
region that encompasses down-state New York, northern New Jersey and southern
Connecticut. Within this region and throughout Texas, it is also the leading
banker to small businesses and middle market companies.
The new Chase starts life with $20 billion in shareholders' equity,
ranking it fourth in the world among banks in terms of equity capital, and has
a market capitalization of approximately $32 billion.
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"The new organization has the size and scope to compete globally in a
manner to which few other companies can aspire," said Walter V. Shipley,
chairman and chief executive officer of the new Chase. "Our market presence and
product capabilities, combined with the best people in the business, will all be
brought to bear on everything we do for our clients."
"The merger combines mutual and complementary strengths to create a
premier global financial services company that is a preeminent competitor in all
of its markets," said Thomas G. Labrecque, president and chief operating officer
of the new Chase. "Most important, we will have the resources to deliver
innovative, integrated solutions to our customers."
The two flagship banks of the new corporation, Chemical Bank and The
Chase Manhattan Bank, will merge later this year and will continue to operate as
separate banks with separate retail branch networks in the interim.
As a result of the merger, each outstanding share of Chase Manhattan
Corporation common stock was converted into 1.04 shares of Chemical Banking
Corporation common stock.
Upon effectiveness of the merger on March 31, Chemical Banking
Corporation changed its name to The Chase Manhattan Corporation and on April 1
its common stock will commence trading on the New York Stock Exchange under the
stock symbol CMB and on the London Stock Exchange under the name The Chase
Manhattan Corporation.
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Release 3
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EXHIBIT 99.2
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017-2070 NEWS RELEASE
Contact: Kathleen Baum
(212) 270-5089
For Immediate Release
Monday, April 1, 1996
New York, April 1 -- The Chase Manhattan Corporation and Chemical
Banking Corporation today said that they have completed the merger of their
holding companies, effective March 31. The new corporation is called The Chase
Manhattan Corporation.
Commencing with trading today, April 1, following are the new trading
symbols for the preferred stock of The Chase Manhattan Corporation.
o 10 1/2% PREFERRED STOCK --- CMBPRA. This previously was called 10 1/2%
Preferred Stock, Series G, of The Chase Manhattan Corporation and previously
traded under the stock symbol CMBPRG.
o 9.76% PREFERRED STOCK -- CMBPRB. This previously was called 9.76% Preferred
Stock, Series H, of The Chase Manhattan Corporation and previously traded under
the stock symbol CMBPRH.
o 10.84% PREFERRED STOCK -- CMBPRC. This previously was called 10.84%
Preferred Stock, Series I, of The Chase Manhattan Corporation and previously
traded under the stock symbol CMBPRI.
o 9.08% PREFERRED STOCK -- CMBPRD. This previously was called 9.08% Preferred
Stock, Series J, of The Chase Manhattan Corporation and previously traded under
the stock symbol CMBPRJ.
o 8 1/2% PREFERRED STOCK -- CMBPRE. This previously was called 8 1/2%
Preferred Stock, Series K, of The Chase Manhattan Corporation and previously
traded under the stock symbol CMBPRK.
o 8.32% PREFERRED STOCK -- CMBPRF. This previously was called 8.32%
Preferred Stock, Series L, of The Chase Manhattan Corporation and previously
traded under the stock symbol CMBPRL.
o 10.96% PREFERRED STOCK -- CMBPRG. This previously was called 10.96%
Preferred Stock of Chemical Banking Corporation and previously traded under
the stock symbol CHLPRG.
o 8 3/8% PREFERRED STOCK -- CMBPRH. This previously was called 8 3/8%
Preferred Stock of Chemical Banking Corporation and previously traded under the
stock symbol CHLPRH.
o 7.92% CUMULATIVE PREFERRED STOCK -- CMBPRI. This previously was called 7.92%
Cumulative Preferred Stock of Chemical Banking Corporation and previously
traded under the stock symbol CHLPRI.
o 7.58% CUMULATIVE PREFERRED STOCK -- CMBPRJ. This previously was called 7.58%
Cumulative Preferred Stock of Chemical Banking Corporation and previously
traded under the stock symbol CHLPRJ.
o 7.50% CUMULATIVE PREFERRED STOCK -- CMBPRK. This previously was called 7.50%
Cumulative Preferred Stock of Chemical Banking Corporation and previously
traded under the stock symbol CHLPRK.
o ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES L -- CMBPRL. This
previously was called Adjustable Rate Cumulative Preferred Stock, Series L, of
Chemical Banking Corporation and previously traded under the stock symbol
CHLPRL.
o 8.40% PREFERRED STOCK -- CHBPRM. This previously was called 8.40% Preferred
Stock, Series M, of The Chase Manhattan Corporation and previously traded under
the same stock symbol, CMBPRM.
o ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES N -- CMBPRN. This
previously was called Adjustable Rate Cumulative Preferred Stock, Series N, of
The Chase Manhattan Corporation and traded under the stock symbol, CMBPRN.
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[PRICE WATERHOUSE LETTERHEAD]
EXHIBIT 99.3
Report of Independent Accountants
To the Board of Directors and
Stockholders of The Chase Manhattan Corporation
In our opinion, the consolidated statement of condition of The Chase
Manhattan Corporation and Subsidiaries and the related consolidated statements
of income, of changes in stockholders' equity and of cash flows and the
consolidated statement of condition of The Chase Manhattan Bank, N.A. and
Subsidiaries appearing on pages 51 through 77 of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 of The Chase Manhattan Corporation,
present fairly, in all material respects, the financial position of The Chase
Manhattan Corporation and Subsidiaries at December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1994 and the financial position of The Chase
Manhattan Bank, N.A. and Subsidiaries at December 31, 1994 and 1993, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the management of The Chase Manhattan
Corporation and The Chase Manhattan Bank, N.A.; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
As discussed in Notes 1, 10 and 11 to the consolidated financial
statements, The Chase Manhattan Corporation and Subsidiaries changed their
method of accounting for the offsetting of amounts related to certain derivative
contracts in 1994, and their method of accounting for investments in debt and
equity securities, postretirement benefit plans and income taxes in 1993.
/s/ PRICE WATERHOUSE LLP
January 17, 1995
