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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: September 28, 1994 Commission file number 1-5805
CHEMICAL BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2624438
(State or other jurisdiction
of incorporation) Identification No.)
270 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 270-6000
Page 1 of 10
Exhibit Index on Page 4
Item 5. Other Events
On September 20, 1994, the Board of Directors of Chemical Banking
Corporation increased the quarterly dividend on the outstanding shares of its
Common Stock to 44 cents a share, up 16 percent from 38 cents per share,
payable on October 31, 1994 to stockholders of record at the close of business
on October 6, 1994. On an annual basis, this represents an increase in the
dividend rate to $1.76 per share, from $1.52 per share.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits
The following documents are filed as exhibits to Chemical Banking
Corporation's Registration Statements on Form S-3 (File Nos. 33-49965, 33-57104
and 33-53306):
Exhibit Number Description
4.33 Indenture dated as of May 15, 1993 between
Margaretten Financial Corporation and The Bank of
New York, as trustee (incorporated by reference to
Exhibit 4(a) to Registration Statement No. 33-
60262).
4.34 Supplemental Indenture dated as of July 22, 1994 to
the Indenture dated as of May 15, 1993 among
Margaretten Financial Corporation, Chemical Banking
Corporation and The Bank of New York, as trustee,
and Guarantee dated as of July 22, 1994 by Chemical
Banking Corporation.
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
Dated: September 28, 1994 By:_________________________
John B. Wynne, Esq.
Secretary
EXHIBIT INDEX
INDEX TO EXHIBITS
Sequentially Numbered
Page at Which Located or
Exhibit Number Exhibit Incorporated by Reference
4.33 Indenture dated as of May 15, (Incorporated by reference
1993 between Margaretten to Exhibit 4(a) to
Financial Corporation and The Registration Statement No.
Bank of New York, as trustee. 33-60262).
4.34 First Supplemental Indenture 5
dated as of July 22, 1994 to
the Indenture dated as of
May 15, 1993 among Margaretten
Financial Corporation, Chemical
Banking Corporation and The
Bank of New York, as trustee.
FIRST SUPPLEMENTAL INDENTURE, dated as of July 22, 1994, among
Margaretten Financial Corporation, a Delaware corporation (the "Company"),
Chemical Banking Corporation, a Delaware corporation (the "Guarantor"), and The
Bank of New York, a New York State banking corporation, as Trustee (the
"Trustee").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore executed and
delivered an Indenture, dated as of May 15, 1993 (the "Indenture"), providing
for the issuance from time to time of the Company's unsecured and
unsubordinated debentures, notes or other evidence of indebtedness;
WHEREAS, the only indebtedness currently outstanding under the
Indenture is $150,000,000 aggregate principal amount of 6-3/4% Notes due June
15, 2000 of the Company (the "Notes");
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May
12, 1994, by and among Chemical Bank, National Association, MFC Acquisition
Corp., an indirect, wholly-owned subsidiary of the Guarantor ("MFC"), and the
Company, MFC will merge with and into the Company on or about July 22, 1994, in
which merger (the "Merger") the Company will be the surviving corporation;
WHEREAS, Section 901(9) of the Indenture provides that the Company and
the Trustee may, without the consent of any holders, enter into one or more
supplemental indentures for the purpose of making provisions with respect to
matters arising under the Indenture, provided that such supplemental indenture
does not adversely affect the interests of the holders of securities of any
series in any material respect;
WHEREAS, the Guarantor has agreed to unconditionally guarantee the
payment of interest and principal (and any additional amounts, if any) on the
Notes (such guarantee is attached hereto as Exhibit A);
WHEREAS, the Company has been authorized by a resolution of its Board
of Directors to enter into agreements in connection with the Merger, which
would include this First Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the
Indenture and by the certificate of incorporation and by-laws of the Company to
make this First Supplemental Indenture a valid and binding agreement for the
purposes expressed herein, in accordance with its terms, have been duly
performed;
NOW, THEREFORE, in consideration of the premises and covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the equal and proportionate
benefit of the holders of the Notes, the Company, the Trustee and the Guarantor
hereby agree as follows:
ARTICLE ONE
Section 101. Definitions.
Capitalized terms used in this First Supplemental Indenture and not
otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.
ARTICLE TWO
Section 201. Amendment of Section 101.
The provisions of Section 101 are amended by adding the following
definitions after the definition of "Global Security" and prior to the
definition of "Holder":
"'Guarantee' means the guarantee of the payments of the principal of
and interest on the 6-3/4% Notes due June 15, 2000 issued by the Company
under this Indenture."
"'Guarantor' means Chemical Banking Corporation and its successors and
assigns."
Section 202. Amendment of Section 704.
Section 704 is amended by adding at the end thereof the following new
paragraph:
"For so long as the Guarantee shall be in full force and
effect, the Guarantor shall file, with the Trustee, within 15 days
after it is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the
Guarantor may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or,
if the Guarantor is not required to file information, documents or
reports pursuant to either of said Sections, then it will file with the
Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Securities Exchange Act of
1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such
rules and regulations."
ARTICLE THREE
Section 301. Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and
conditions of the Indenture and the Securities outstanding thereunder shall
remain in full force and effect.
Section 302. Construction of First Supplemental Indenture.
This First Supplemental Indenture is executed as and shall constitute
an indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture.
Section 303. Trust Indenture Act Controls.
If any provision of this First Supplemental Indenture limits, qualifies
or conflicts with another provision of this First Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939
(the "Act") as in force at the date as of which this First Supplemental
Indenture is executed, the provision required by the Act shall control.
Section 304. Trustee Disclaimer.
The recitals contained in this First Supplemental Indenture shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this First Supplemental Indenture.
Section 305. Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.
Section 306. Governing Law.
This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the jurisdiction that govern the Indenture and its
construction.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
MARGARETTEN FINANCIAL CORPORATION
[Seal]
By /s/ David Frank
Name:David Frank
Title:President
Attest:
/s/ Ellen Reinhart
Name:Ellen Reinhart
Title:Secretary
THE BANK OF NEW YORK, as Trustee
[Seal]
By /s/W. J. Cunningham
Name:W. J. Cunningham
Title:Vice President
Attest:
/s/Alfia Monastra
Name:Alfia Monastra
Title:Assistant Treasurer
CHEMICAL BANKING CORPORATION
[Seal]
By /s/Peter J. Tobin
Name:Peter J. Tobin
Title:Chief Financial Officer
Attest:
/s/Jean E. Rugani
Name:Jean E. Rugani
Title:Assistant Corporate Secretary
EXHIBIT A
GUARANTEE
of
CHEMICAL BANKING CORPORATION
FOR VALUE RECEIVED, CHEMICAL BANKING CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (the
"Guarantor"), hereby unconditionally and irrevocably guarantees the due and
punctual payment of (i) all amounts of interest on the $150,000,000 aggregate
principal amount of 6-3/4% Notes due June 15, 2000 (the "Notes") of Margaretten
Financial Corporation (the "Issuer") issued under the Indenture, dated as of
May 15, 1993 (the "Indenture"), between the Issuer and The Bank of New York, as
trustee, when, where and as the same shall become due and payable and (ii) all
amounts of principal on the Notes at the stated final maturity thereof or upon
acceleration thereof upon the occurrence of an Event of Default (as defined in
the Indenture) in respect of the Notes (including, in each case, payment of any
additional amounts required to be paid on the Notes), according to the terms
thereof.
In the event of the failure of the Issuer, or any corporation which may
have assumed the obligations of the Issuer under the Notes, punctually to pay
the principal of and interest on the Notes (including, in each case, any
additional amounts required to be paid on the Notes), the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable and as if such payment were made by the Issuer.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional and irrevocable, irrespective of the validity, regularity or
enforceability of the Notes, the absence of any action to enforce the same, any
waiver or consent by the holders of the Notes with respect to any provisions
thereof, the recovery of any judgment against the Issuer or any action to
enforce the same, or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and in this Guarantee.
The Guarantor shall be subrogated to all rights of the holders of the
Notes against the Issuer in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such rights of subrogation until the principal of,
interest on and all other amounts payable under all of the Notes shall have
been paid in full.
This Guarantee shall not be construed to apply to any series of
debentures, notes or other indebtedness issued under the Indenture other than
the $150,000,000 aggregate principal amount of 6-3/4% Notes due June 15, 2000.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, CHEMICAL BANKING CORPORATION has caused this
Guarantee to be executed in its corporate name by its authorized officer, by
manual or facsimile signature.
Dated as of July 22, 1994
CHEMICAL BANKING CORPORATION
By /s/ Peter J. Tobin
Name: Peter J. Tobin
Title: Chief Financial Officer