1 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 Report: November 28, 2000 Commission file number 1-5805 THE CHASE MANHATTAN 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, NY 10017 - ----------------------------- ----- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (212) 270-6000 --------------
2 Item 9. Regulation FD Disclosure Chase Capital Partners ("CCP"), the private equity investment business of The Chase Manhattan Corporation (together with certain investment funds formed primarily for Chase employees, "Chase"), currently intends to offer to persons unaffiliated with Chase limited partnership interests in a new private equity fund that will co-invest alongside CCP in a substantial portion (but not necessarily all) of the direct private equity and equity-related investments that are made by CCP. Chase currently intends to commit at least $8.0 billion of funds to CCP over the five-year investment period of this new private equity fund for direct private equity investments to be made alongside such fund, with at least $2.0 billion of funds currently anticipated to be committed for calendar year 2001 and at least $1.5 billion of funds currently anticipated to be committed for each of calendar years 2002 through 2005. In addition, Chase currently intends to continue to provide funds to CCP for direct private equity and equity-related investments that are made by CCP but in which the new private equity fund will not invest. A detailed summary of the performance of CCP's direct private equity investments is set forth in Exhibit 99.1. The historical returns achieved by CCP are not a prediction of future performance and there can be no assurance that these or comparable returns will be achieved by CCP in the future. The valuations reflected in the figures presented in Exhibit 99.1 have been prepared by CCP using the valuation policies described in notes (1) through (4) in Exhibit 99.2 and, in some instances, may differ materially from the valuations reflected in Chase's financial statements, which have been prepared in accordance with United States generally accepted accounting principles. For the notes referred to in Exhibit 99.1, see Exhibit 99.2. 2
3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE CHASE MANHATTAN CORPORATION (Registrant) /s/ Dina Dublon ----------------------------------- Dina Dublon Chief Financial Officer Dated: November 28, 2000 3
4 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- 99.1 Investment Performance............................. 5 99.2 Notes to Table..................................... 6 4
1 EXHIBIT 99.1 - INVESTMENT PERFORMANCE INVESTMENT PERFORMANCE (1) ($ in millions) FULLY REALIZED AND PUBLIC INVESTMENTS (2) MULTIPLE NUMBER OF INVESTED GROSS OF INVESTMENTS CAPITAL VALUE IRR (4) COST INDUSTRY Telecommunications, Media & Technology 148 $1,114 $4,737 112.1% 4.3x Life Sciences & Healthcare Infrastructure 58 476 1,430 50.7% 3.0x Industrial 172 1,069 2,780 44.9% 2.6x Real Estate 2 3 5 57.8% 1.8x Consumer, Retail & Services 138 822 1,577 26.1% 1.9x Financial Services 25 239 553 63.7% 2.3x --- ------ ------- ----- --- TOTAL 543 $3,723 $11,082 60.9% 3.0x ASSET CLASS Venture 115 $749 $2,954 126.8% 4.0x Buyout 333 2,022 5,148 44.9% 2.6x Growth Equity 95 952 2,980 56.7% 3.1x --- ------ ------- ----- --- TOTAL 543 $3,723 $11,082 60.9% 3.0x REGION North America 496 $3,442 $10,268 59.3% 3.0x Latin America 12 123 274 92.8% 2.2x Europe 29 151 521 77.2% 3.4x Asia 6 6 19 117.0% 2.9x --- ------ ------- ----- --- TOTAL 543 $3,723 $11,082 60.9% 3.0x INVESTMENT PERFORMANCE (1) ($ in millions) TOTAL FOR ALL INVESTMENTS (3) NUMBER OF INVESTED GROSS MULTIPLE OF INVESTMENTS CAPITAL VALUE IRR (4) COST INDUSTRY Telecommunications, Media & Technology 276 $2,131 $6,396 80.7% 3.0x Life Sciences & Healthcare Infrastructure 116 1,010 1,933 28.7% 1.9x Industrial 305 2,506 4,702 28.4% 1.9x Real Estate 40 343 428 15.4% 1.3x Consumer, Retail & Services 228 1,842 3,017 20.9% 1.6x Financial Services 49 584 987 33.8% 1.7x ----- ------ ------- ---- --- TOTAL 1,014 $8,416 $17,462 38.9% 2.1x ASSET CLASS Venture 282 $1,645 $4,391 88.6% 2.7x Buyout 502 4,099 8,210 31.3% 2.0x Growth Equity 230 2,672 4,861 30.3% 1.8x ----- ------ ------- ---- --- TOTAL 1,014 $8,416 $17,462 38.9% 2.1x REGION North America 811 $6,843 $14,926 39.9% 2.2x Latin America 57 517 774 24.9% 1.5x Europe 100 826 1,288 28.5% 1.6x Asia 46 230 474 84.5% 2.1x ----- ------ ------- ---- --- TOTAL 1,014 $8,416 $17,462 38.9% 2.1x See Exhibit 99.2 for the notes referred to above. 5
1 EXHIBIT 99.2 - NOTES TO TABLE (1) This table reflects the performance of (i) all direct private equity investments made by CCP from January 1, 1984 through December 31, 1999 and (ii) all direct private equity investments made by CCP from January 1, 2000 through July 31, 2000 pursuant to funding commitments made by CCP during the period referred to in clause (i) above. References to CCP in this note include CCP's predecessors, Chemical Venture Partners, Manufacturers Hanover and Chase, but exclude Hambrecht & Quist, Flemings and The Beacon Group. The invested capital reflected in this table does not include capital co-invested by third-party investors (e.g., Asia Opportunity Fund, L.P. ("AOF")) alongside CCP. Direct private equity investments in fixed real property assets are included in the figures in this table. Mezzanine financings are included in the figures for their respective industry practice groups, asset classes and regions in this table. The historical returns achieved by CCP are not a prediction of future performance and there can be no assurance that these or comparable returns will be achieved by CCP in the future. There can be no assurance that the unrealized values reflected in this table will be realized. (2) Investments fully realized or publicly traded, with fully realized investments valued based on their respective actual monthly cash flows, and publicly traded investments valued based on their respective closing market prices as of September 30, 2000. As of July 31, 2000, 462 direct private equity investments, comprising approximately $2.4 billion of invested capital, had been fully realized, resulting in a Gross IRR with respect to such investments of approximately 47.3%, representing 2.6 times such invested capital. (3) Total for all direct private equity investments, including unrealized investments in companies which are not publicly traded. CCP estimates the fair market value of these unrealized investments considering all relevant factors, such as cash flows and comparables. CCP performs a comprehensive valuation of its investment portfolio twice annually. Additionally, CCP adjusts the fair market value of these unrealized investments up or down on a monthly basis if a significant event occurs subsequent to its last comprehensive portfolio valuation (e.g., CCP may write up the fair value of an unrealized investment in a non-public portfolio company if a financing event occurs involving a significant investment in the company by a new investor or may write down the fair market value of an unrealized investment in a non-public portfolio company if such company is in material default of its loan obligations). This table reflects data from the comprehensive portfolio valuation as of December 31, 1999, adjusted for any subsequent significant events through July 31, 2000. (4) Represents the gross compounded annual pre-tax internal rate of return based on monthly investment inflows and outflows as of July 31, 2000, assuming the estimated value of investments which have not been realized is received on July 31, 2000. Gross IRRs are calculated utilizing the time-zero IRR method which assumes all investments are made concurrently and each investment is held for its respective time period. 6