-----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, NFzv+TyCR7qJ4hw6qsYvCOVBLxjhP349s+BS+ouX5G48ChhoFduaji5ZiTh+0Nfq cb1n72nWoWL2zBb11oB3jg== 0000950123-99-010413.txt : 19991123 0000950123-99-010413.hdr.sgml : 19991123 ACCESSION NUMBER: 0000950123-99-010413 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991122 GROUP MEMBERS: BRIDGE ACQUISITION CORP GROUP MEMBERS: CHASE MANHATTAN CORP /DE/ SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-50083 FILM NUMBER: 99761630 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 14D1/A 1 AMENDMENT NO. 2 ON SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 ------------------------ HAMBRECHT & QUIST GROUP (NAME OF SUBJECT COMPANY) BRIDGE ACQUISITION CORPORATION THE CHASE MANHATTAN CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 406545103 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ WILLIAM H. MCDAVID, ESQ. GENERAL COUNSEL THE CHASE MANHATTAN CORPORATION 270 PARK AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 270-6000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPY TO: LEE MEYERSON, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 ------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 (as amended, the "Schedule 14D-1"), relating to the offer by Bridge Acquisition Corporation, a Delaware corporation ("Purchaser"), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Hambrecht & Quist Group, a Delaware corporation (the "Company"), at a purchase price of $50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 4, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended from time to time, constitute the "Offer"). Purchaser is a subsidiary of The Chase Manhattan Corporation, a Delaware corporation ("Parent"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On November 19, 1999, The Chase Manhattan Corporation issued a press release announcing that it has extended the period during which the Offer will remain open to 12:00 midnight, EST, on Monday, November 29, 1999. Accordingly, the Expiration Date shall be 12:00 midnight on Monday, November 29, 1999 unless the Offer is further extended. The full text of the press release is set forth in Exhibit (a)(10) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 2 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(10) Press release issued by The Chase Manhattan Corporation on November 19, 1999. 2 3 SIGNATURE After due inquiry and to the best of our knowledge and belief, we hereby certify that the information set forth in this Statement is true, complete and correct. THE CHASE MANHATTAN CORPORATION By: /s/ WILLIAM H. MCDAVID ------------------------------------ Name: William H. McDavid Title: General Counsel BRIDGE ACQUISITION CORPORATION By: /s/ WILLIAM H. MCDAVID ------------------------------------ Name: William H. McDavid Title: Vice President and Secretary Date: November 19, 1999 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(10) Press release issued by The Chase Manhattan Corporation on November 19, 1999.
4 EX-99.A.10 2 PRESS RELEASE 1 Exhibit (a)(10) CHASE EXTENDS TENDER OFFER FOR HAMBRECHT & QUIST GROUP COMMON STOCK NEW YORK, November 19, 1999--The Chase Manhattan Corporation (NYSE:CMB) today announced that Bridge Acquisition Corporation, its wholly-owned subsidiary, has extended the period during which its tender offer for shares of Hambrecht & Quist Group (NYSE:HQ) common stock will remain open to 12:00 midnight, EST, on Monday, November 29, 1999. At 4:00 p.m., EST, on November 19, 1999, approximately 19.6 million shares of Hambrecht & Quist Group common stock, representing approximately 65.6% of the total outstanding on a fully-diluted basis, had been validly tendered in connection with the tender offer. 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. CONTACT: The Chase Manhattan Corporation INVESTOR CONTACT: John Borden (212) 270-7318 OR MEDIA CONTACT: James Finn (212) 270-7438 John Meyers (212) 270-7454 -----END PRIVACY-ENHANCED MESSAGE-----