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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: June 1, 1994 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 May 27, 1994, Chemical Banking Corporation (the "Company") announced
its intention to: (i) repurchase up to 10 million shares of its common stock
on the open market over the next 12 months; (ii) redeem all outstanding shares
of its Adjustable Rate Cumulative Preferred Stock, Series C, on July 15, 1994;
and (iii) issue $200 million of adjustable rate cumulative stock through a
group of underwriters led by Morgan Stanley & Co. Incorporated.
On June 1, 1994, the Company announced that it and Margaretten Financial
("Margaretten") had been granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act for the acquisition of
Margaretten by Chemical Bank, National Association, a wholly-owned bank
subsidiary of the Company.
Copies of the Company's press releases dated May 27, 1994 and June 1, 1994 are
incorporated herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this Report:
Exhibit Number Description
28A Press Release dated May 27, 1994
28B Press Release dated June 1, 1994
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: June 1, 1994 By /s/John B. Wynne
John B. Wynne
Secretary
EXHIBIT INDEX
Exhibit Number Description Page At Which Located
28A Press Release dated May 27, 1994 5
28B Press Release dated June 1, 1994 6
Chemical Banking Corporation NEWS RELEASE
270 Park Avenue
New York, NY 10017-2070
Press Contacts: Ken Herz
212-270-4621
John Stefans
212-270-7438
Investor Contact:
John Borden
212-270-7318
NEW YORK, May 27 -- Chemical Banking Corporation announced today that
it intends to repurchase up to 10 million shares of its common stock on the
open market from time to time during the next 12 months. Shares repurchased
are expected to be used to cover future issuance needs of the corporation over
the next two years.
Chemical also announced that it will redeem all shares of its
adjustable rate Series C Preferred Stock on July 15, 1994, at a redemption
price of $12.36 per share, plus accrued and unpaid dividends from
July 1, 1994 through July 15, 1994. Chemical will pay the regular
quarterly dividend on the Series C Preferred Stock on June 30, 1994 to
holders of record on June 15, 1994, as previously announced.
Chemical said that it will also issue $200 million of Adjustable Rate
Cumulative Preferred Stock through a group of underwriters led by Morgan
Stanley.
Chemical intends to use its own cash resources and the proceeds of
the new preferred stock issuance to fund the purchase of its common
stock and the redemption of the Series C Preferred Stock. At May 27, 1994,
there were approximately 34 million shares of Series C Preferred Stock and
254 million shares of common stock outstanding.
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Chemical Banking Corporation NEWS RELEASE
270 Park Avenue
New York, NY 10017-2070
Press Contacts: Chemical Bank Margaretten Financial
Judy Walsh Bruce Schnelwar
(212) 270-2914 Executive Vice President & CFO
(908) 324-4183
Ken Herz
(212) 270-4621 Morgen-Walke Associates
Michelle Katz/Jeff Majtyka
(212) 850-5600
Investor Contact:
John Borden
(212) 270-7318
For Immediate Release
Wednesday, June 1, 1994
CHEMICAL AND MARGARETTEN RECEIVE ANTITRUST CLEARANCE
New York, June 1 -- Chemical Banking Corporation and Margaretten Financial
Corporation today announced that early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act has been granted
for the acquisition of Margaretten by Chemical Bank, National Association, a
wholly-owned bank subsidiary of Chemical Banking Corporation.
The expiration of the waiting period is one of the conditions to the tender
offer for shares of Margaretten's common stock and depositary shares for
Margaretten's 8.25% Cumulative Preferred Stock, Series A, by a subsidiary of
Chemical Bank, National Association. The offer is scheduled to expire on
June 15, 1994 unless extended by Chemical Bank, National Association.
Chemical Banking Corporation is a worldwide banking organization with
$164.2 billion in assets and nearly $11 billion in equity. It is the fourth
largest bank holding company in the United States, with major global markets.
Margaretten Financial Corporation, located in Perth Amboy, New Jersey,
is the parent company of one of the nation's leading mortgage banking
firms, Margaretten & Company, Inc. Its primary business is the origination,
purchase, sale and servicing of residential mortgage loans. Its Retail
Division has 78 branch and satellite offices in 21 states, and its Wholesale
Division operates primarily in California, the Pacific Northwest, Texas,
Arizona, Georgia and Ohio.
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