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: September 28, 1999 Commission file number 1-5805
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THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 270-6000
Item 5. Other Events
The Chase Manhattan Corporation ("Chase") announced on September 28, 1999 an
agreement for Chase to acquire Hambrecht & Quist Group for $50 per share in cash
or a total consideration of $1.35 billion. The agreement between Chase and
Hambrecht & Quist provides for a cash tender offer by Chase pursuant to
documents to be filed with the Securities and Exchange Commission and mailed to
the shareholders of Hambrecht & Quist. Consummation of the tender offer is
subject to customary conditions, including acceptance by a majority of Hambrecht
& Quist's outstanding shares and receipt of applicable regulatory approvals.
A copy of the press release announcing the transaction is attached as an exhibit
hereto. That press release may contain statements that are forward looking
within the meaning of the Private Securities Litigation Act of 1995. Such
statements are subject to risks and uncertainties and Chase's actual results may
differ materially from those set forth in such forward looking statements.
Reference is made to Chase's reports filed with the Securities and Exchange
Commission, in particular Chase's Annual Report on Form 10-K for the year ended
December 31, 1998, for a discussion of factors that may cause such differences
to occur.
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Exhibit Number Description
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99.1 Press Release
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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 hereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
/s/ Dina Dublon
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Executive Vice President and
Chief Financial Officer
Dated: September 29, 1999
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[Logo] CHASE HAMBRECHT & QUIST
THE RIGHT RELATIONSHIP IS EVERYTHING
NEWS RELEASE
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
CHASE IN AGREEMENT TO ACQUIRE HAMBRECHT & QUIST
New York, September 28, 1999 -- The Chase Manhattan Corporation (NYSE:
CMB) and Hambrecht & Quist Group (NYSE:HQ) today announced an agreement for
Chase to acquire Hambrecht & Quist for $50 per share in cash or a total
consideration of $1.35 billion. The agreement has been approved by the boards of
directors of both companies and is expected to be completed by the end of this
year.
"The acquisition of Hambrecht & Quist is an important strategic move for
Chase," said William B. Harrison, Jr., President and CEO of The Chase Manhattan
Corporation. "It extends Chase's one-stop investment banking range of products
in the highest growth sector of the US economy, where media, telecommunications,
information technology and the Internet converge. Chase's clients will benefit
immediately from Hambrecht & Quist's award-winning equity research and its
high-quality equity platform. And Hambrecht & Quist's clients will benefit
through the availability of Chase's market leading products. Our goal is to
offer the right financial relationships for companies in the new economy---from
venture capital stage to IPO to mature company," said Harrison.
"This is an important step for Chase in developing a public equities
practice in a way that has a positive return to our shareholders," Harrison
said. "We will continue to be very disciplined in the way we approach this
platform."
"The opportunity to become part of Chase and to help build its leadership
in the `new economy' is a compelling one," said Daniel H. Case III, Chairman and
Chief Executive Officer of Hambrecht & Quist, who will become Chairman and Chief
Executive Officer of Chase Securities West and Head of Chase's Global Technology
Group. "Our Board believes that this transaction is in the best interests of
Hambrecht & Quist's customers, shareholders and employees. In the last five
years, Hambrecht & Quist's revenue and income have increased fivefold," Case
added. "Hambrecht & Quist is choosing to partner from strength, and we believe
we have chosen the strongest possible partner. I am excited about our planned
`global capability, local delivery' approach to integrating our businesses and
serving our clients."
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Hambrecht & Quist will assume the Chase name and continue to be
headquartered in San Francisco. As a part of the purchase contract, Chase will
establish for Hambrecht & Quist's key employees a $200 million retention pool in
Chase stock, payable over four years.
Operationally, Hambrecht & Quist will become part of Chase Securities'
investment banking arm, headed by James B. Lee, Jr., Vice Chairman. "We are very
excited about the huge potential that this acquisition represents. First, it
will allow us to enhance the very powerful `one-stop' investment banking model,
which we pioneered. Second, Hambrecht & Quist adds exceptional talent to our
company, true professionals with the same vision and values," Lee said. He noted
that the "new economy" accounted for more than half of all M&A and equity
offerings this year, and that this transaction puts Chase's investment bank
squarely in the middle of that growth potential. "As we have done in building
other investment banking businesses, this acquisition will allow us to execute
our integrated, one-culture, one-team approach to adding value to clients,
especially in media, telecom, information technology, and the Internet, as well
as healthcare," Lee added.
The agreement between Chase and Hambrecht & Quist provides for a cash
tender offer by Chase, to commence within the next five business days pursuant
to documents to be filed with the Securities and Exchange Commission and mailed
to the shareholders of Hambrecht & Quist. Consummation of the tender offer is
subject to customary conditions, including acceptance by a majority of Hambrecht
& Quist's outstanding shares and receipt of applicable regulatory approvals.
Chase Securities Inc. acted as financial advisor to The Chase Manhattan
Corporation. Hambrecht & Quist, LLC acted as financial advisor to Hambrecht &
Quist Group.
Hambrecht & Quist is one of the most experienced providers of investment
banking services to the "new economy," with a focus on growth industries,
including technology, life sciences, and information services. Its products
include public equity, private equity and venture capital, private placements,
fixed-income and M&A advisory services. Headquartered in San Francisco,
Hambrecht & Quist employs roughly 1000 people in offices in San Francisco, New
York, Boston, Atlanta, London, Tel Aviv and Tokyo.
The Chase Manhattan Corporation, with more than $357 billion in assets, is
one of the world's premier financial services institutions, with operations in
48 countries around the globe. Chase has top-tier ranking in all areas of
investment banking, private banking, trading and global markets activities as
well as information and transaction processing. Chase is a leading provider of
financial solutions to large corporations, government entities, middle market,
small businesses and individuals, and has relationships with more than 32
million consumers across the United States. Chase can be reached on the Web at
www.chase.com.
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