-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gbTpoIfkJTRYl1Lz8FndOgSOUa5ze8FW0ZLfkMiGVlmmyjMhDcJ9sDJM0FurW38z LrkoSW1+XM3a1g1bGKQ9Fg== 0000019489-95-000084.txt : 19950907 0000019489-95-000084.hdr.sgml : 19950907 ACCESSION NUMBER: 0000019489-95-000084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950906 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL BANKING CORP CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34242 FILM NUMBER: 95570562 BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP CENTRAL INDEX KEY: 0000019489 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132633613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 CHASE MANHATTAN PLZ CITY: NEW YORK STATE: NY ZIP: 10081 BUSINESS PHONE: 2125522222 MAIL ADDRESS: STREET 1: TWO CHASE MANHATTAN PLZ CITY: NEW YORK STATE: NY ZIP: 10081 SC 13D 1 FORM 13D RE: CHEMICAL 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__)* Chemical Banking Corporation ____________________________________________________________ (Name of Issuer) Common Stock, $1.00 par value per share ____________________________________________________________ (Title of Class of Securities) 163-722101 ____________________________________________________________ (CUSIP Number) Ronald C. Mayer Secretary The Chase Manhattan Corporation 1 Chase Manhattan Plaza New York, New York 10081 (212) 552-2222 ____________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 1995 ____________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 163-722101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Chase Manhattan Corporation IRS Identification No. 13-2633613 ____________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/X/ ____________________________________________________________ 3 SEC USE ONLY ____________________________________________________________ 4 SOURCE OF FUNDS* WC: OO ____________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / ____________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ____________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 50,258,989** ______________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ______________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 50,258,989** ______________________________________________ PERSON 10 SHARED DISPOSITIVE POWER WITH ____________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,258,989** ____________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ ____________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.66% ____________________________________________________________ 14 TYPE OF REPORTING PERSON* HC;CO ____________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ** The shares of Chemical Banking Corporation ("Chemical") common stock covered by this report are purchasable by The Chase Manhattan Corporation ("Chase") upon exercise of an option granted to Chase as of August 27, 1995, and described in Item 4 of this report. Prior to the exercise of the option, Chase is not entitled to any rights as a shareholder of Chemical as to the shares covered by the option. The option may only be exercised upon the happening of certain events referred to in Item 4, none of which has occurred as of the date hereof. Chase expressly disclaims beneficial ownership of any of the shares of common stock of Chemical which are purchasable by Chase upon exercise of the option. Also included in this report are 88,107 shares of Chemical common stock held by The Chase Manhattan Bank, N.A., ("Chase Bank") as trustee or custodian as of September 2, 1995, over which it has voting or dispositive power. Chase expressly disclaims beneficial ownership of any of these shares of Chemical common stock. The number of shares indicated represents 19.9% of the total outstanding shares of common stock of Chemical as of July 31, 1995, excluding shares issuable upon exercise of the option. 3 Item 1. Security and Issuer. This statement relates to the common stock of Chemical Banking Corporation ("Chemical"), par value $1.00 per share ("Chemical Common Stock"). Chemical is a Delaware corporation whose principal executive offices are located at 270 Park Avenue, New York, New York 10017. Item 2. Identity and Background. This statement is being filed by The Chase Manhattan Corporation, a Delaware corporation ("Chase"), whose principal executive offices are located at 1 Chase Manhattan Plaza, New York, New York 10081. Chase is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). Neither Chase nor, to the best of Chase's knowledge, any of Chase's directors or executive officers has during the last five years been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has Chase or, to the best of Chase's knowledge, any of its directors or executive officers been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Attached hereto as Annex A is an appendix to Item 2 setting forth, to the best of Chase's knowledge as of the date hereof, certain additional information concerning the directors and executive officers of Chase. The information contained in Annex A is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. It is presently anticipated that any purchases of shares of Chemical Common Stock as described in Item 4 would be made with funds obtained from Chase's working capital and funds available for investment. 4 Item 4. Purpose of Transaction. In connection with an Agreement and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"), between Chase and Chemical, and in consideration thereof, Chemical granted to Chase on August 27, 1995 an option (the "Option") to purchase, under certain circumstances described therein, up to 50,170,882 shares of Chemical Common Stock at a purchase price per share equal to $53.50 (the "Purchase Price"). Based on the number of shares of Chemical Common Stock outstanding on July 31, 1995, the Option would be exercisable for 19.9% of the outstanding shares of Chemical Common Stock. The Option was issued to Chase pursuant to a Stock Option Agreement, dated as of August 27, 1995 (the "Chemical Option Agreement"), between Chemical and Chase, which was an inducement to and a condition of Chase's willingness to execute the Merger Agreement. The Merger Agreement provides, among other things, for the merger (the "Merger") of Chase with and into Chemical. Upon consummation of the Merger, which is subject to the approval of Chase and Chemical stockholders, regulatory approvals, and the satisfaction or waiver of various other terms and conditions, holders of Chase Common Stock would receive 1.04 shares of Chemical Common Stock for each share of Chase Common Stock, subject to adjustment under certain circumstances, and each share of the eight outstanding series of Chase preferred stock (i.e., Preferred Stock, 10-1/2% Series G, stated value $25.00 per share; Preferred Stock, 9.76% Series H, stated value $25.00 per share; Preferred Stock, 10.84% Series I, stated value $25.00 per share; Preferred Stock, 9.08% Series J, stated value $25.00 per share; Preferred Stock, 8-1/2% Series K, stated value $25.00 per share; Preferred Stock, 8.32% Series L, stated value $25.00 per share; Preferred Stock, 8.40% Series M, stated value $25.00 per share; Preferred Stock, Adjustable Rate Series N, stated value $25.00 per share) would be converted into the right to receive one share of preferred stock, without par value, of Chemical containing substantially identical terms as the series of Chase preferred stock to be exchanged therefor. If Chase is not in material breach of the Merger Agreement or the Chase Option Agreement (defined below), Chase may exercise the Option, in whole or in part, at any time and from time to time following the happening of certain events (each a "Purchase Event"), including: 5 (a) any person (other than Chase or any subsidiary of Chase) shall have commenced or filed a registration statement under the Securities Act of 1933, as amended, with respect to, a tender offer or exchange offer to purchase any shares of Chemical Common Stock such that, upon consummation of such offer, such person or a group of which such person is a member shall have acquired beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the then outstanding Chemical Common Stock; (b) Chemical or any subsidiary of Chemical shall have authorized, recommended, proposed or publicly announced an intention to authorize, recommend or propose, or entered into, an agreement with any person (other than Chase or any subsidiary of Chase) to (i) effect a merger, consolidation or otherwise business combination involving Chemical or any of its significant subsidiaries, (ii) sell, lease or other dispose of assets or deposits of Chemical or its subsidiaries aggregating 20% or more of the consolidated assets or deposits of Chemical and its subsidiaries or (iii) issue, sell or otherwise dispose of securities representing 15% or more of the voting power of Chemical or any of its significant subsidiaries (any of the foregoing an "Acquisition Transaction"); (c) any person (other than Chase or any subsidiary of Chase) shall have acquired beneficial ownership or the right to acquire beneficial ownership of, or a group of which such person is a member shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Chemical Common Stock (other than shares held in trust, managed, custodial or nominee accounts and the like, or held by mutual funds for which such person or a Subsidiary of such person acts as an investment advisor, that in any such case are beneficially owned by third parties) aggregating 15% or more of the then outstanding Chemical Common Stock; or (d) the holders of Chemical Common Stock shall not have approved the Merger Agreement at the meeting of such stockholders held for the purpose of voting on the Merger Agreement, such meeting shall not have been held or shall have been cancelled prior to termination of the Merger Agreement or 6 Chemical's Board of Directors shall have withdrawn or modified in a manner adverse to Chase or to Chase's ability to consummate the transactions contemplated by the Merger Agreement the recommendation of Chemical's Board of Directors with respect to the Merger Agreement, in each case after any person (other than Chase or any subsidiary of Chase) shall have (i) publicly announced a proposal, or publicly disclosed an intention to make a proposal, to engage in an Acquisition Transaction or (ii) filed an application (or given a notice), whether in draft or final form, under the BHC Act, or the Change in Bank Control Act of 1978 for approval to engage in an Acquisition Transaction; provided, that the Option will terminate on the earliest to occur of certain events, including: (a) the effective time of the Merger Agreement; (b) 18 months after the first occurrence of a Purchase Event; or (c) termination of the Merger Agreement prior to the occurrence of a Purchase Event. Upon the occurrence of certain events set forth in the Chemical Option Agreement, the Option must be repurchased by Chemical (the "Repurchase") or converted into, or exchanged for, an option of another corporation (the "Substitute Option"). In addition, the Chemical Option Agreement grants certain registration rights ("Registration Rights") to Chase with respect to the shares represented by the Option. The terms of such Repurchase, Substitute Option and Registration Rights are set forth in the Chemical Option Agreement. A copy of each of the Merger Agreement, including the exhibits thereto, and of the Chemical Option Agreement is included as an exhibit to Chase's Current Report on Form 8-K, dated August 28, 1995 and is incorporated herein by reference, and the foregoing summary, as well as the other information contained in this report, is qualified in its entirety by reference thereto. 7 Item 5. Interest in Securities of the Issuer. The number of shares of Chemical Common Stock covered by the option is equal to 50,170,882, which constitutes (1) 19.9% of Chemical Common Stock based on the shares of Chemical Common Stock issued and outstanding on July 31, 1995 or (2) 16.66% of the shares of Chemical Common Stock that would be outstanding after giving effect to the exercise of the Option. Shares of Chemical Common Stock held by Chase Bank, as trustee or custodian totaled 88,107 at September 2, 1995. Chase disclaims any beneficial ownership of the shares of Chemical Common Stock which are purchasable by Chase upon exercise of the Option, because the Option is exercisable only in the circumstances referred to in Item 4 above, none of which has occurred as of this date. If the Option were exercised, Chase would have the sole right to vote or to dispose of the shares of Chemical Common Stock issued as a result of such exercise. Chase also disclaims any beneficial ownership with respect to shares of Chemical Common Stock held by Chase Bank, as trustee or custodian. Other than as set forth in this Item 5, to the best of Chase's knowledge as of the date hereof (i) neither Chase nor any subsidiary or affiliate of Chase nor any of Chase's executive officers or directors, beneficially owns any shares of Chemical Common Stock, and (ii) there have been no transactions in the shares of Chemical Common Stock effected during the past 60 days by Chase, nor to the best of Chase's knowledge, by any subsidiary or affiliate of Chase or any of Chase's executive officers or directors, except certain transactions by the subsidiaries of Chase referred to above with respect to shares held as trust account shares. No other person is known by Chase to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Chemical Common Stock obtainable by Chase upon exercise of the Option. 8 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the execution of the Merger Agreement, Chase entered into (i) a Stock Option Agreement, dated as of August 27, 1995 (the "Chase Option Agreement"), pursuant to which Chase granted to Chemical an option to purchase, under certain circumstances described therein, up to 19.9% of the outstanding shares of Chase Common Stock at a purchase price of $51.875 per share, and (ii) an Amendment to Chase's Rights Agreement (the "Chase Rights Plan"). The Chase Option Agreement contains substantially identical terms as the Chemical Option Agreement. The Amendment to the Chase Rights Plan was entered into in order to exclude from the definition of "Acquiring Person" (as defined in the Rights Agreement) Chemical and its affiliates as a result of any acquisition of beneficial ownership of Chase Common Stock pursuant to either the Chase Stock Option Agreement or the Merger. Consequently, the transactions contemplated by the Merger Agreement and the Chase Stock Option Agreement will not result in a "Distribution Date," "Stock Acquisition Date" or "Triggering Event" under the Rights Agreement. In connection with the execution of the Merger Agreement and the Chemical Option Agreement, Chemical entered into Amendment No. 2 to the Chemical Rights Agreement (the "Chemical Rights Plan") in order exclude from the definition of "Acquiring Person" and "Adverse Person" (as defined in the Chemical Rights Plan) Chase and its affiliates as a result of any acquisition of beneficial ownership of Chemical Common Stock pursuant to either the Chemical Stock Option Agreement or the Merger. Consequently, the transactions contemplated by the Merger Agreement and the Chemical Stock Option Agreement will not result in a "Distribution Date," "Stock Acquisition Date" or "Triggering Event" under the Rights Agreement. A copy of each of the Chase Option Agreement and the Amendment to the Chase Rights Plan is included as an exhibit to Chase's Current Report on Form 8-K, dated August 28, 1995 and is incorporated herein by reference. A copy of Amendment No. 2 to the Chemical Rights Plan is included as an exhibit to Chemical's Current Report on Form 8-K, dated August 27, 1995 and is incorporated herein by reference. 9 Item 7. Material to Be Filed as Exhibits. The following documents are exhibits to this Schedule 13D and are incorporated herein by reference: Exhibit No. Description 1. The Merger Agreement 2. The Chemical Option Agreement 3. The Chase Option Agreement 4. The Chase Rights Agreement Amendment 5. The Chemical Rights Agreement Amendment. The summary of such documents set forth herein is qualified in its entirety by reference thereto. 10 Annex A Appendix to Item 2 Principal employment Position with and principal Name and residence* The Chase Manhattan business or business address Corporation employer - ------------------- ----------------------- ----------------------- Thomas G. Labrecque Chairman of the Board Chase Bank Donald L. Boudreau Vice Chairman of the Chase Bank Board and Director Richard J. Boyle Vice Chairman of the Chase Bank Board and Director E. Michel Kruse Vice Chairman of the Chase Bank Board and Director Susan V. Berresford Director Executive Vice President Ford Foundation M. Anthony Burns Director Chairman of the Board- Ryder System, Inc. Jairo A. Estrada Director Chairman of the Board- Garden Way Incorporated James L. Ferguson Director Retired Chairman - General Foods Corporation H. Laurance Fuller Director Chairman of the Board- Amoco Corporation William H. Gray, III Director President - United Negro College Fund, Inc. David T. Kearns Director Retired Chairman Xerox Corporation Delano E. Lewis Director President - National Public Radio 11 Paul W. MacAvoy Director Williams Brothers Professor of Management Studies- Yale University John H. McArthur Director Dean - Harvard Graduate School of Business David T. McLaughlin Director Chairman of the Board - Aspen Institute Edmund T. Pratt, Jr. Director Chairman Emeritus - Pfizer, Inc. Henry B. Schacht Director Chairman of the Executive Committee- Cummins Engine Company, Inc. Donald H. Trautlein Director Retired Chairman Bethlehem Steel Corporation Richard J. Canty Executive Vice President Chase Bank and Treasurer Deborah L. Duncan Executive Vice President Chase Bank A. Wright Elliott Executive Vice President Chase Bank John J. Farrell Executive Vice President Chase Bank Robert D. Hunter Senior Executive Chase Bank Vice President Arjun K. Mathrani Executive Vice President Chase Bank and Chief Financial Officer L. Edward Shaw, Jr. Executive Vice President Chase Bank and General Counsel Lester J. Stephens,Jr. Senior Vice President Chase Bank Douglas T. Williams Executive Vice President Chase Bank *All of the directors and executive officers are citizens of the United States except for John H. McArthur who is a citizen of Canada. All have as their business address: c/o The Chase Manhattan Corporation, 1 Chase 12 Manhattan Plaza, 29th Floor, New York, New York 10081, attention: Secretary. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 6, 1995 THE CHASE MANHATTAN CORPORATION /s/ Ronald C. Mayer ------------------------------------ Ronald C. Mayer Secretary 13 EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- 1. Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase Manhattan Corporation ("Chase") and Chemical Banking Corporation ("Chemical"), including exhibits (incorporated by reference from Exhibit (2) to Chase's Current Report on Form 8- K, dated August 28, 1995, File No. 1- 5945 (the "Chase 8-K"). 2. Stock Option Agreement, dated as of August 27, 1995, between Chemical and Chase (incorporated by reference from Exhibit (10)(a) to the Chase 8-K). 3. Stock Option Agreement, dated as of August 27, 1995, between Chase and Chemical (incorporated by reference from Exhibit (10)(b) to the Chase 8-K). 4. Amendment, dated as of August 27, 1995, to the Rights Agreement, dated as of February 15, 1989 (the "Rights Agreement"), between Chase and Mellon Bank, N.A., as successor Rights Agent (incorporated by reference from Exhibit (4)(b) to the Chase 8-K). 5. Amendment, dated as of August 27, 1995, to the Rights Agreement, dated as of April 13, 1989, between Chemical and Chemical Bank, as Rights Agent (incorporated by reference from Exhibit (4) to Chemical's Current Report on Form 8-K, dated August 27, 1995, File No. 1-5805). -----END PRIVACY-ENHANCED MESSAGE-----