-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QuYXJcn5a0FjVhOjnxCr5QN/GeGXZnc0hvCk8ny1qmAFzK9g5w+09sRlKG4moKqn irj9RUHjax5vfAmS+TYE1A== 0000898822-99-000562.txt : 19991018 0000898822-99-000562.hdr.sgml : 19991018 ACCESSION NUMBER: 0000898822-99-000562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991007 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11855 FILM NUMBER: 99724597 BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 8-K 1 FORM 8-K 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 (Date of earliest event reported): September 27, 1999 Hambrecht & Quist Group (Exact Name of Registrant as Specified in Charter) Delaware 1-11855 94-3246636 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) One Bush Street, San Francisco, California 94104 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (415) 439-3000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. The Chase Manhattan Corporation ("Chase") and Hambrecht & Quist Group ("H&Q") have entered into an Agreement and Plan of Merger, dated as of September 27, 1999 (the "Merger Agreement"), that provides, among other things, that a subsidiary of Chase formed for the purpose of carrying out the transactions contemplated by the Merger Agreement will initiate a tender offer, pursuant to documents filed with the Securities and Exchange Commission, for all of the outstanding shares of common stock, par value $.01, of H&Q ("H&Q Common Stock") and, following completion of such tender offer, will merge with and into H&Q (the "Merger"), subject to the terms and conditions of the Merger Agreement. The Merger Agreement is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. As an inducement and condition to Chase entering into the Merger Agreement, H&Q, as issuer, and Chase, as grantee, entered into a Stock Option Agreement, dated as of September 27, 1999 (the "Option Agreement"), pursuant to which H&Q granted to Chase an option to purchase 4,894,439 shares of H&Q Common Stock (approximately 19.9% of those outstanding) at a price of $50.00 per share, on certain terms and conditions set forth therein. The Option Agreement is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. As an inducement and condition to Chase entering into the Merger Agreement, Chase and certain directors and executive officers of H&Q entered into a Tender and Voting Agreement, dated as of September 27, 1999 (the "Tender Agreement"). The Tender Agreement is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the execution and delivery of the Merger Agreement, Chase, through its subsidiary Chase Securities Inc., entered into an employment agreement with Daniel H. Case III, Chairman of the Board and Chief Executive Officer of H&Q, the term of employment contemplated thereby to commence upon consummation of the Merger. The Employment Agreement is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the joint press release dated September 28, 1999 regarding the Merger is attached as Exhibit 99.4 hereto and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) The following exhibits are filed with this report: Exhibit Number Description 4.1 Agreement and Plan of Merger, dated as of September 27, 1999, by and among The Chase Manhattan Corporation, Hambrecht & Quist Group and Bridge Acquisition Corporation (incorporated by reference to Exhibit 11(c)(1) to the tender offer statement on Schedule 14D-1 of The Chase Manhattan Corporation and Bridge Acquisition Corporation). 99.1 Stock Option Agreement, dated as of September 27, 1999, between The Chase Manhattan Corporation and Hambrecht & Quist Group (incorporated by reference to Exhibit 11(c)(3) to the tender offer statement on Schedule 14D-1 of The Chase Manhattan Corporation and Bridge Acquisition Corporation). 99.2 Tender and Voting Agreement, dated as of September 27, 1999, among The Chase Manhattan Corporation and the individuals whose names are set forth on the signature pages thereto (incorporated by reference to Exhibit 11(c)(2) to the tender offer statement on Schedule 14D-1 of The Chase Manhattan Corporation and Bridge Acquisition Corporation). 99.3 Employment Agreement, dated as of September 27, 1999, between Daniel H. Case III and Chase Securities Inc. (incorporated by reference to Exhibit 11(c)(4) to the tender offer statement on Schedule 14D-1 of The Chase Manhattan Corporation and Bridge Acquisition Corporation). 99.4 Joint Press Release issued by The Chase Manhattan Corporation and Hambrecht & Quist Group on September 28, 1999 (incorporated by reference to Exhibit 11(a)(8) to the tender offer statement on Schedule 14D-1 of The Chase Manhattan Corporation and Bridge Acquisition Corporation). SIGNATURES 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. HAMBRECHT & QUIST GROUP By: /s/ Steven N. Machtinger Name: Steven N. Machtinger Title: General Counsel and Secretary Dated: October 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----