-----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, HYL7pB7c89vBWirceWNYmzCeYqyu5ucUQogyrowz8j6O4tVJAndvGc4YYfQ38sX8 yovwnyCJtUe9r1jhTZ4R/Q== 0000019617-96-000093.txt : 19961104 0000019617-96-000093.hdr.sgml : 19961104 ACCESSION NUMBER: 0000019617-96-000093 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961031 EFFECTIVENESS DATE: 19961031 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15281 FILM NUMBER: 96651521 BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 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 S-8 1 S-8 SUCC SHARES 10/30/96 1 File No. 333-____________ Post-Effective Amendment No.1 to Registration Statement No.033-62453 =================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ THE CHASE MANHATTAN CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-2624428 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 270 Park Avenue, New York, New York 10017-2070 (212) 270-6000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) THE CHASE MANHATTAN CORPORATION -- SUCCESS SHARING PROGRAM (Full Title of the Plan) _______________ ANTHONY J. HORAN Corporate Secretary The Chase Manhattan Corporation 270 Park Avenue, New York, New York 10017-2070 (212) 270-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: NEILA B. RADIN, ESQ. The Chase Manhattan Corporation 270 Park Avenue New York, New York 10017-2070 _________________ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------
Title of Amount to Be Proposed Proposed Amount of Securities Registered Maximum Maximum Registration to Be Offering Aggregate Fee Registered Price Per Offering Share (1) Price (1) - ------------------------------------------------------------------- Common Stock, par value $1 per share 3,000,000 $40.50 $121,500,000.00 $36,818.18 shares - ------------------------------------------------------------------- (1) Pursuant to Rule 457(h) under the Securities Act of 1933,the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based upon the maximum price at which the options may be exercised.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement constitutes Post-Effective Amendment No.1 to Registration Statement on Form S-8 (File No. 33-62453). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. ================================================================= 2 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents By Reference. There are incorporated herein by reference the following documents of The Chase Manhattan Corporation, a Delaware corporation (the "Corporation" or "Registrant"), heretofore filed by it with the Securities and Exchange Commission: (i) Annual Report on Form 10-K for the year ended December 31, 1995; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, and June 30, 1996; (iii) Current Reports on Form 8-K dated January 12, 1996, January 18, 1996, January 19, 1996, February 5, 1996, March 25, 1996, March 31, 1996, April 16, 1996, July 17, 1996, September 30, 1996, October 7, 1996 and October 15, 1996; and (iv) The description of the Common Stock set forth in the Corporation's Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") and any amendment or report filed for the purpose of updating that description. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement on Form S-8 to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement on Form S-8. 3 Item 4. Description of Securities. Only securities registered under Section 12 of the Exchange Act are being offered. Item 5. Interests of Named Experts and Counsel. The consolidated financial statements of the Corporation and Chemical Banking Coporation as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995 incorporated herein by reference to the Corporation's 1995 Annual Report and Chemical Banking Corporation's Annual Report on Form 10-K for the year ended December 31, 1995 have been so incorporated in reliance on the reports of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The legality of the shares of Common Stock offered hereunder has been passed upon for the Corporation by Neila B. Radin, Esq., counsel to the Corporation and a Senior Vice President and Associate General Counsel of The Chase Manhattan Bank. Item 6. Indemnification of Directors and Officers. Pursuant to the Delaware General Corporation Law (the "DGCL"), a corporation may indemnify any person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) who is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys' fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 4 The DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its By-laws, disinterested directors' vote, stockholders' vote, agreement or otherwise. The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above. The Restated Certificate of Incorporation of the Corporation provides that, to the fullest extent that the DGCL as from time to time in effect permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Corporation's Restated Certificate of Incorporation empowers the Corporation to indemnify any director, officer, employee or agent of the Corporation or any other person who is serving at the Corporation's request in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan) to the fullest extent permitted under the DGCL as from time to time in effect, and any such indemnification may continue as to any person who has ceased to be a director, officer, employee or agent and may inure to the benefit of the heirs, executors and administrators of such a person. The Corporation's Restated Certificate of Incorporation also empowers the Corporation by action of its Board of Directors, notwithstanding any interest of the directors in the action, to purchase and maintain insurance in such amounts as the Board of Directors deems appropriate to protect any director, officer, employee or agent of the Corporation or any other person who is serving at the Corporation's request in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan) against any liability asserted against him or incurred by him in any such capacity arising out of his status as such including, without limitation, expenses, judgments, fines(including any excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement) to the fullest extent permitted under the DGCL as from time to time in effect, whether or not the Corporation would have the power or be required to indemnify any such individual under the terms of any agreement or By-law or the DGCL. 5 In addition, the Corporation's By-laws require indemnification to the fullest extent permitted under applicable law, as from time to time in effect. The By-laws provide a clear and unconditional right to indemnification for expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by any person in connection with any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, administrative or investigative (including, to the extent permitted by law, any derivative action) by reason of the fact that such person is or was serving as a director, officer, employee or agent of the Corporation or, at the request of the Corporation, of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan). The By-laws specify that the right to indemnification so provided is a contract right, set forth certain procedural and evidentiary standards applicable to the enforcement of a claim under the By-laws, entitle the persons to be indemnified to be reimbursed for the expenses of prosecuting any such claim against the Corporation and entitle them to have all expenses incurred in advance of the final disposition of a proceeding paid by the Corporation. Such provisions, however, are intended to be in furtherance and not in limitation of the general right to indemnification provided in the By-laws, which right of indemnification and of advancement of expenses is not exclusive. The Corporation's By-laws also provide that the Corporation may enter into contracts with any director, officer, employee or agent of the Corporation in furtherance of the indemnification provisions in the By-laws, as well as create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure payment of amounts indemnified. Item 7. Exemption From Registration Claimed. This item is not applicable. Item 8. Exhibits. 4.1 Amended and Restated Certificate of Incorporation of the Corporation (incoporated herein by reference to Exhibit 4.1 to the Corporation's Registration Statement on Form S-8, dated July 11, 1996, File No. 333-07941). 4.2 By-Laws of the Corporation as amended (incorporated herein by reference to Exhibit 3.2 of the Corporation's Annual Report on Form 10-K, dated December 31, 1993, File No. 1-5805). 5. Opinion of Neila B. Radin, counsel to the Corporation and a Senior Vice President and Associate General Counsel of The Chase 6 Manhattan Bank, as to the legality of the Common Stock being registered and to be issued by the Corporation. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Neila B. Radin (included in Exhibit 5). 24 Powers of Attorney. Item 9. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, of the securities offered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration 7 statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on this 31st day of October, 1996. THE CHASE MANHATTAN CORPORATION By: /s/ Anthony J. Horan ---------------------------- Anthony J. Horan Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date Chairman of the Board, Chief Executive Officer and Director (Principal Executive * Officer) October 31, 1996 Walter V. Shipley President, * Chief Operating Officer Thomas G. Labrecque and Director October 31, 1996 Senior Vice Chairman of * the Board and Director October 31, 1996 Edward D. Miller * Vice Chairman of the William B. Harrison, Jr. Board and Director October 31, 1996 * Frank A. Bennack, Jr. Director October 31, 1996 9 * Director October 31, 1996 Susan V. Berresford * Director October 31, 1996 M. Anthony Burns * Director October 31, 1996 H. Laurance Fuller * Director October 31, 1996 Melvin R. Goodes * Director October 31, 1996 William H. Gray III * Director October 31, 1996 George V. Grune * Director October 31, 1996 Harold S. Hook * Director October 31, 1996 Helene L. Kaplan * Director October 31, 1996 J. Bruce Llewellyn * Director October 31, 1996 Edmund T. Pratt, Jr. * Director October 31, 1996 Henry B. Schacht * Director October 31, 1996 Andrew C. Sigler * Director October 31, 1996 John R. Stafford 10 * Director October 31, 1996 Marina v.N. Whitman * Chief Financial Officer October 31, 1996 Peter J. Tobin (Principal Financial Officer) * Controller October 31, 1996 Joseph L. Sclafani (Principal Accounting Officer) *Anthony J. Horan hereby signs this Registration Statement on Form S- 8 on October 31, 1996 on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a power of attorney filed herein. By: /s/ Anthony J. Horan -------------------------- Anthony J. Horan Corporate Secretary 11 EXHIBIT INDEX Exhibit Description 4.1 Restated Certificate of Incorporation (incoporated herein by reference to Exhibit 4.1 to the Corporation's Registration Statement on Form S-8, dated July 11, 1996, File No. 333-07941). 4.2 By-Laws(incorporated herein by reference to Exhibit 3.2 of the Corporation's Annual Report on Form 10-K, dated December 31, 1993, File No. 1-5805). 5 Opinion of Neila B. Radin 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Neila B. Radin (included in Exhibit 5). 24 Powers of Attorney. 80824 EX-5 2 OPINION OF NEILA B. RADIN, ESQ. 1 Exhibits 5 and 23.2 The Chase Manhattan Bank Neila B. Radin 270 Park Avenue, 41st Floor Senior Vice President and New York, NY 10017-2070 Associate General Counsel Tel: 212-270-0938 Legal Department October 30, 1996 The Chase Manhattan Corporation 270 Park Avenue New York, NY 10017 The Chase Manhattan Corporation Success Sharing Program Dear Sirs: I have acted as counsel to The Chase Manhattan Corporation, a Delaware corporation (the "Company"), in connection with the registration statement on Form S-8 (the "Registration Statement") being filed by the Company on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933 (the "Act") with respect to 3,000,000 shares of Common Stock, $1 par value per share (the "Shares"), to be issued pursuant to The Chase Manhattan Corporation Success Sharing Program (the "Program"). In so acting I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, I am of the opinion that when the Registration Statement has become effective under the Act and the Shares are issued in accordance with the terms of the Program, the Shares will be duly authorized, validly issued and fully paid and non-assessable shares of the Company's Common Stock, $1 par value per share. I am admitted to practice only in the State of New York and, accordingly, I do not express any opinion concerning any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. I know that I am referred to in Item 5 of Part II of the Registration Statement and I hereby consent to the use of my name in such Item 5 and to the use of this opinion for filing with the Registration Statement as Exhibit 5 thereto. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Neila B. Radin 80834 EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Chase Manhattan Corporation (the "Corporation") of our report dated March 31, 1996 appearing on page 50 of the 1995 Annual Report to Stockholders of the Corporation set forth in the Current Report on Form 8-K dated April 16, 1996 of the Corporation and of our report dated January 16, 1996 appearing on page 42 of Chemical Banking Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in such Registration Statement. /s/ Price Waterhouse LLP Price Waterhouse LLP 1177 Avenue of the Americas New York, New York 10036 October 30, 1996 80851 EX-24 4 POWER OF ATTORNEY 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of The Chase Manhattan Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J.TOBIN, and ANTHONY J. HORAN, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution for and on behalf of him or her and in his or her name, place and stead, in any and all capacities, to perform any and all acts and do all things and to execute any and all instruments which said attorneys-in-fact and agents and each of them may deem necessary or desirable to enable the Corporation to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "SEC") thereunder in connection with the filing of the accompanying registration statement under the Act for the registration of shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on February 21, 1995, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, and to appear before the SEC in connection with any matter relating thereto, hereby granting to such attorneys-in-fact and agents, and each of them, full power to do and perform any and all acts and things requisite and necessary to be done in connection therewith as the undersigned might or could do in person, and hereby ratifying and confirming all that said attorneys- in-fact and agents and each of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 30th day of October 1996. /s/ FRANK A. BENNACK, JR. Frank A. Bennack, Jr. Director 2 /s/ SUSAN V. BERRESFORD Susan V. Berresford Director /s/ M. ANTHONY BURNS M. Anthony Burns Director /s/ H. LAURANCE FULLER H. Laurance Fuller Director /s/ MELVIN R. GOODES Melvin R. Goodes Director /s/ WILLIAM H. GRAY, III William H. Gray, III Director /s/ GEORGE V. GRUNE George V. Grune Director /s/ WILLIAM B. HARRISON, JR. William B. Harrison, Jr. Vice Chairman of the Board and Director /s/ HAROLD S. HOOK Harold S. Hook Director /s/ HELENE L. KAPLAN Helene L. Kaplan Director /s/ THOMAS G. LABRECQUE Thomas G. Labrecque President, Chief Operating Officer and Director /s/ J. BRUCE LLEWELLYN J. Bruce Llewellyn Director /s/ EDWARD D. MILLER Edward D. Miller Senior Vice Chairman of the Board and Director /s/ EDMUND T. PRATT, JR. Edmund T. Pratt, Jr. Director 3 /s/ HENRY B. SCHACHT Henry B. Schacht Director /s/ WALTER V. SHIPLEY Walter V. Shipley Chairman, Chief Executive Officer and Director /s/ ANDREW C. SIGLER Andrew C. Sigler Director /s/ JOHN R. STAFFORD John R. Stafford Director /s/ MARINA v.N. WHITMAN Marina v.N. Whitman Director /s/ PETER J. TOBIN Peter J. Tobin Chief Financial Officer (Principal Financial Officer) /s/ JOSEPH L. SCLAFANI Joseph L. Sclafani Controller (Principal Accounting Officer) 80833 -----END PRIVACY-ENHANCED MESSAGE-----