-----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, P3jkAQbA02PkyZsSKqxt4M01fiXvSrpTbieUCRdoY0o2XhtvW55fRhzcvGVoxMS1 SnTrBVvioMw7sjLWztggbQ== 0000950123-98-007859.txt : 19980824 0000950123-98-007859.hdr.sgml : 19980824 ACCESSION NUMBER: 0000950123-98-007859 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980821 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-56573 FILM NUMBER: 98695478 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 424B3 1 CHASE MANHATTAN CORPORATION 1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-56573 [CHASE MANHATTAN LOGO] THE CHASE MANHATTAN CORPORATION DEBT SECURITIES PREFERRED STOCK WARRANTS This Prospectus may be used by affiliates of The Chase Manhattan Corporation, including Chase Securities Inc., in connection with offers and sales in the secondary market of senior or subordinated debt securities or preferred stock of The Chase Manhattan Corporation or warrants to purchase such debt securities or preferred stock. These affiliates may act as principal or agent in those transactions. Secondary market sales made by them will be made at prices related to market prices at the time of sale. Of the series of debt securities issued and outstanding as of the date of this prospectus that may be offered by use of this prospectus, the following are listed on the New York Stock Exchange and have the following ticker symbols:
DEBT SECURITIES TICKER SYMBOL - --------------- ------------- 7 3/4% Subordinated Notes Due 1999.......................... CMBOY 8% Subordinated Notes Due 1999.............................. CMBO 7 1/2% Subordinated Notes Due 2003.......................... CMBS Floating Rate Subordinated Notes Due 2003................... CMBSX Floating Rate Subordinated Notes Due August 1, 2003......... CMBSY 7 7/8% Subordinated Notes Due 2004.......................... CMBTX 8% Subordinated Notes Due 2004.............................. CMBT 6 1/2% Subordinated Notes Due 2005.......................... CMBU 6 1/4% Subordinated Notes Due 2006.......................... CMBV 6 1/8% Subordinated Notes Due 2008.......................... CMBAX 6 3/4% Subordinated Notes Due 2008.......................... CMBAA 6 1/2% Subordinated Notes Due 2009.......................... CMBBB
Of the series of preferred stock or depositary shares issued and outstanding as of the date of this prospectus that may be offered by use of this prospectus, the following are listed on the New York Stock Exchange and have the following ticker symbols:
PREFERRED STOCK TICKER SYMBOL - --------------- ------------- 10 1/2% Cumulative Preferred Stock.......................... CMBPRA 9.76% Cumulative Preferred Stock............................ CMBPRB 10.84% Cumulative Preferred Stock........................... CMBPRC 10.96% Cumulative Preferred Stock........................... CMBPRG Adjustable Rate Cumulative Preferred Stock, Series L........ CMBPRL Adjustable Rate Cumulative Preferred Stock, Series N........ CMBPRN
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This prospectus is dated August 21, 1998. 2 WHERE YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY The Chase Manhattan Corporation (the "Company", which may be referred to as "we" or "us") files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed; (a) Annual Report on Form 10-K for the year ended December 31, 1997; (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998; (c) Current Reports on Form 8-K filed on January 21, 1998, January 28, 1998, March 17, 1998, April 24, 1998, May 20, 1998, June 15, 1998, July 24, 1998 and July 30, 1998; (d) The descriptions of our Common Stock and Preferred Stock contained in our Registration Statements filed under Section 12 of the Securities Exchange Act of 1934. You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address: Office of the Secretary The Chase Manhattan Corporation 270 Park Avenue New York, NY 10017 212-270-4040 YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT. 2 3 THE CHASE MANHATTAN CORPORATION GENERAL The Company is a bank holding company registered under the Bank Holding Company Act of 1956. We were organized as a Delaware corporation in 1968. As of June 30, 1998, we were the largest banking institution in the United States, with $367 billion in assets and $23 billion in stockholders' equity. We conduct domestic and international financial services businesses through various bank and non-bank subsidiaries. Our principal bank subsidiaries are The Chase Manhattan Bank, a New York banking corporation (the "Bank"), Chase Manhattan Bank USA, National Association, headquartered in Delaware ("Chase USA"), and Chase Bank of Texas, National Association, headquartered in Texas ("Chase Texas"). Our principal non-bank subsidiary is Chase Securities Inc. ("CSI"), which is engaged in securities underwriting and dealing activities. On March 31, 1996, The Chase Manhattan Corporation ("heritage Chase") merged into Chemical Banking Corporation, which changed its name to "The Chase Manhattan Corporation." The merger was accounted for as a pooling-of-interests. Therefore, the information presented in this prospectus and the other documents we file with the SEC are stated on a combined basis as if the merger had been in effect for all periods presented. BUSINESS Our activities are internally organized, for operating purposes, into three major business franchises. A brief description of these business franchises is presented below. Global Banking Global Banking provides financing, advisory, sales and trading, trade finance, asset management and private banking services. Clients include corporations, institutions, governments and wealthy individuals located around the world. Global Banking operates in more than 50 countries, including major operations in all key international financial centers. Chase Texas (other than its consumer and global services businesses) is also included in Global Banking. Chase Technology Solutions Chase Technology Solutions combines the Company's global services businesses, information technology and operations and electronic commerce initiatives into a single group. Global services is a leading provider of information and transaction services globally and includes custody, cash management, trust and other fiduciary services. National Consumer Services National Consumer Services included, as of June 30, 1998, the fourth-largest bank credit card issuer in the U.S., the third-largest originator and servicer of residential mortgages in the U.S., and a leading provider of auto financing and other consumer lending products. The Company and its subsidiaries maintain a leading market share position in the New York metropolitan tri-state area in serving the financial needs of consumers. We offer customers convenient access to financial services by telephone, personal computer and the internet and have the most branches and automated teller machines in the New York metropolitan tri-state area. National Consumer Services also has a small international consumer presence. 3 4 CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS The consolidated ratios of earnings to fixed charges and the ratios of earnings to combined fixed charges and preferred stock dividend requirements are as follows:
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31, ------------ ------------------------------------ 1998 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- Earnings to Fixed Charges: Excluding Interest on Deposits.... 1.78 1.82 1.66 1.90 1.86 1.62 Including Interest on Deposits.... 1.39 1.43 1.32 1.41 1.42 1.31 Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements: Excluding Interest on Deposits.... 1.75 1.77 1.60 1.82 1.76 1.52 Including Interest on Deposits.... 1.38 1.41 1.30 1.38 1.38 1.27
For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based on income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits), one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. Fixed charges, including interest on deposits, include all interest expense, one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. DESCRIPTION OF COMPANY DEBT SECURITIES The Company (which includes Chemical Banking Corporation prior to its merger with heritage Chase) has issued debt securities (the "Company Debt Securities") from time to time, including senior debt securities (the "Company Senior Securities") and subordinated debt securities (the "Company Subordinated Securities"). The following summary of certain provisions of the Company Debt Securities and the indentures under which they were issued (the "Company Indentures") is not complete. You should refer to the Company Indentures, copies of which are exhibits to the registration statement of which this prospectus is a part (Registration Statement File No. 333-56573; the "Registration Statement"). Section references below are to the section in the applicable Company Indenture. Capitalized terms have the meanings assigned to them in the applicable Company Indenture. The referenced sections of the Company Indentures and the definitions of capitalized terms are incorporated by reference. GENERAL The Company Senior Securities have been issued under an Indenture, dated as of December 1, 1989, as amended (the "Company Senior Indenture"), between the Company and Bankers Trust Company, as Trustee (the "Company Senior Trustee"). The Company Subordinated Securities have been issued under an Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as further amended (the "Company Subordinated Indenture"), between the Company and U.S. Bank Trust National Association, as Trustee (the "Company Subordinated Trustee"). The Company Debt Securities may be offered together with warrants to purchase the Company Debt Securities (the "Debt Warrants"), warrants to purchase shares of common stock (the "Common Stock Warrants"), warrants to purchase shares of preferred stock (the "Preferred Stock Warrants") or currency warrants entitling the holder to receive the cash value in U.S. dollars of the right to purchase or the right to sell foreign currencies or composite currencies (the "Currency Warrants"). A supplement to this prospectus will describe the specific terms of any Debt Warrants, Preferred Stock Warrants or Currency Warrants that may be issued. Neither Company Indenture limits the amount of Company Debt Securities that we may issue. Each Company Indenture provides that Company Debt Securities may be issued up to the principal amount authorized by us from time to time. 4 5 We are a holding company that conducts substantially all of our operations through subsidiaries. As a result, claims of the holders of the Company Debt Securities will generally have a junior position to claims of creditors of our subsidiaries, except to the extent that the Company may itself be recognized as a creditor of those subsidiaries. Claims of creditors of our subsidiaries other than the Company include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities sold under repurchase agreements, commercial paper and other short-term borrowings. The Company Debt Securities have been issued only in fully registered form without coupons. Some of the Company Debt Securities may have been issued only as permanent global Company Debt Securities. See "Permanent Global Debt Securities" below. No service charge will be made for any transfer or exchange of the Company Debt Securities, but the Company may require payment of any taxes or other governmental charges. Unless a particular issue of Company Debt Securities is represented by a permanent global note, principal of (and premium, if any) and interest, if any, on the Company Debt Securities is payable, and the Company Debt Securities are transferable or exchangeable, at the corporate trust office of the Bank in New York City. Payment of interest on any Company Debt Securities may be made at our option by check mailed to the registered holders of the Company Debt Securities at their registered addresses. In connection with any payment on a Company Debt Security, we may require the holder to certify information to the Company. In the absence of such certification, we may rely on any legal presumption to determine our responsibilities, if any, to deduct or withhold taxes, assessments or governmental charges from such payment. Some of the Company Debt Securities may have been issued as original issue discount Company Debt Securities. Original issue discount Company Debt Securities bear no interest or bear interest at a below-market rate and will be sold at a discount below their stated principal amount. Persons considering the purchase, ownership or disposition of such original issue discount Company Debt Securities should consult their own tax advisors concerning the United States Federal income tax consequences to them with regard to such purchase, ownership or disposition in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. Neither Company Indenture restricts our ability to enter into a highly leveraged transaction or provides special protection to holders of Company Debt Securities in the event of such a transaction. In addition, neither Indenture provides special protection in the event of a sudden and dramatic decline in the credit quality of the Company resulting from a takeover, recapitalization or similar restructuring of the Company. COMPANY SENIOR SECURITIES The Company Senior Securities are direct, unsecured general obligations of the Company and constitute Senior Indebtedness having the same rank as the other Senior Indebtedness of the Company. See "Description of Company Debt Securities -- Company Subordinated Securities -- Subordination" below. Limitation on Disposition of Stock of the Bank. The Company Senior Indenture contains a covenant by us that, so long as any of the Company Senior Securities are outstanding (but subject to our rights in connection with our consolidation or merger with or into another person or a sale of our assets), neither we nor any Intermediate Subsidiary (as defined below) will dispose of any shares of Voting Stock of the Bank (or any securities convertible into, or options, warrants or rights to purchase shares of Voting Stock of the Bank), except to the Company or an Intermediate Subsidiary. In addition, the covenant provides that neither we nor any Intermediate Subsidiary will permit the Bank to issue any shares of its Voting Stock (or securities convertible into, or options, warrants or rights to purchase shares of its Voting Stock), nor will we permit any Intermediate Subsidiary to cease to be an Intermediate Subsidiary. These restrictions will not apply if (i) any disposition of Voting Stock of the Bank (or any securities convertible into, or options, warrants or rights to purchase shares of Voting Stock of the Bank) is made for fair market value, as determined by the Board of Directors of the Company or the Intermediate Subsidiary, and (ii) after giving effect to the transaction, we and any one or more of our Intermediate Subsidiaries will collectively own at least 80% of the issued and outstanding Voting Stock of the Bank (or any successor to the Bank) free and clear of any security interest. The above covenant also does not restrict the Bank from being consolidated with or merged 5 6 into another domestic banking corporation, if after the merger or consolidation the Company, or its successor, and any one or more Intermediate Subsidiaries own at least 80% of the Voting Stock of the resulting bank and no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing. An Intermediate Subsidiary is defined in the Company Senior Indenture as a Subsidiary (i) that is organized under the laws of any domestic jurisdiction and (ii) of which all the shares of capital stock, and all securities convertible into, and options, warrants and rights to purchase shares of such capital stock, are owned directly by the Company, free and clear of any security interest. The above covenant does not prevent the Bank from engaging in a sale of assets to the extent otherwise permitted by the Company Senior Indenture. (Section 1006). Events of Default. The Company Senior Indenture defines an Event of Default with respect to any series of Company Senior Securities as any one of the following events: (i) default in the payment of interest on any Company Senior Security of that series and continuance of that default for 30 days; (ii) default in the payment of principal of (or premium, if any, on) any Company Senior Security of that series at Maturity; (iii) default in the deposit of any sinking fund payment and continuance of that default for 5 days; (iv) failure by the Company for 60 days after notice to perform any of the other covenants or warranties in the Company Senior Indenture applicable to that series; (v) (A) failure by the Company to pay indebtedness for borrowed money, including Company Senior Securities of other series, in an aggregate principal amount exceeding $25,000,000, at the later of final maturity or the expiration of any applicable grace period or (B) acceleration of the maturity of any of the Company's indebtedness for borrowed money, including Company Senior Securities of other series, in an aggregate principal amount exceeding $25,000,000, if that failure to pay or acceleration results from a default under the instrument giving rise to, or securing, the indebtedness for money borrowed and is not rescinded or annulled within 30 days after due notice, unless the default is contested in good faith by appropriate proceedings; (vi) certain events of bankruptcy, insolvency or reorganization of the Company or the Bank; and (vii) any other Event of Default specified with respect to Company Senior Securities of that series. (Section 501). If any Event of Default with respect to Company Senior Securities of any series occurs and is continuing, either the Company Senior Trustee or the holders of not less than 25% in principal amount of the Outstanding Company Senior Securities of that series may declare the principal amount (or, if the Company Senior Securities of that series are Original Issue Discount Securities, a specified portion of the principal amount) of all Company Senior Securities of that series to be due and payable immediately. No such declaration is required upon certain events of bankruptcy. Subject to certain conditions, the declaration may be annulled and past defaults (except uncured payment defaults and certain other specified defaults) may be waived by the holders of a majority in principal amount of the Outstanding Company Senior Securities of that series. (Sections 502 and 513). The Company Senior Indenture requires the Company Senior Trustee to, within 90 days after the occurrence of a default known to it with respect to any outstanding series of Company Senior Securities, give the holders of that series notice of the default if uncured or not waived. However, the Company Senior Trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders, except that the Company Senior Trustee may not withhold the notice in the case of a payment default. The above notice shall not be given until 60 days after the occurrence of a default in the performance of a covenant in the Company Senior Indenture other than a covenant to make payment. The term "default" for the purpose only of this provision means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Company Senior Securities of that series. (Section 602). Other than the duty to act with the required standard of care during a default, the Company Senior Trustee is not obligated to exercise any of its 6 7 rights or powers under the Company Senior Indenture at the request or direction of any of the holders of Senior Securities, unless the holders have offered to the Company Senior Trustee reasonable security or indemnity. (Section 603). The Company Senior Indenture provides that the holders of a majority in principal amount of Outstanding Company Senior Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Company Senior Trustee for that series, or exercising any trust or other power conferred on the Company Senior Trustee. However, the Company Senior Trustee may decline to act if the direction is contrary to law or the Company Senior Indenture. (Section 512). The Company Senior Indenture includes a covenant that the Company will file annually with the Company Senior Trustee a certificate of no default, or specifying any default that exists. (Section 1007). Defeasance and Covenant Defeasance. The Company Senior Indenture contains a provision that, if made applicable to any series of Company Senior Securities, permits the Company to elect (i) to defease and be discharged from all of our obligations (subject to limited exceptions) with respect to any such series of Company Senior Securities then outstanding ("defeasance") and/or (ii) to be released from our obligations under certain covenants and the consequences of the occurrence of an event of default resulting from a breach of these covenants or a cross-default ("covenant defeasance"). To make either of the above elections, we must deposit in trust with the Company Senior Trustee, money, and/or U.S. Government Obligations which through the payment of principal and interest in accordance with their terms will provide sufficient money, without reinvestment, to repay in full such Company Senior Securities. As a condition to defeasance or covenant defeasance, we must deliver to the Company Senior Trustee an Opinion of Counsel that the holders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance or covenant defeasance. That opinion, in the case of defeasance under clause (i) above, must refer to and be based upon a ruling received by us from the Internal Revenue Service or published as a revenue ruling or upon a change in applicable Federal income tax law. Under Federal income tax law as of the date of this prospectus, defeasance would likely be treated as a taxable exchange of Company Senior Securities for interests in the defeasance trust. As a result, a holder would recognize gain or loss equal to the difference between the holder's cost or other tax basis for the Company Senior Securities and the value of the holder's proportionate interest in the defeasance trust. That holder thereafter would be required to include in income a proportionate share of the income, gain or loss, as the case may be, of the defeasance trust. Under Federal income tax law as of the date of this prospectus, covenant defeasance would ordinarily not be treated as a taxable exchange of such Company Senior Securities. Purchasers of Company Senior Securities should consult their own advisors as to the tax consequences to them of defeasance and covenant defeasance, including the applicability and effect of tax laws other than the Federal income tax law. If we exercise our covenant defeasance option with respect to a particular series of Company Senior Securities, then even if there were a default under the related covenant, payment of those Company Senior Securities could not be accelerated. We may exercise our defeasance option with respect to a particular series of Company Senior Securities even if we previously had exercised our covenant defeasance option. If we exercise our defeasance option, payment of those Company Senior Securities may not be accelerated because of any Event of Default. If we exercise our defeasance option or covenant defeasance option and an acceleration were to occur, the realizable value at the acceleration date of the money and U.S. Government Obligations in the defeasance trust could be less than the principal and interest then due on those Company Senior Securities. This is because the required deposit of money and/or U.S. Government obligations in the defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors. Modification of the Indenture. We and the Company Senior Trustee may make modifications and amendments to the Company Senior Indenture with the consent of the holders of not less than a majority in principal amount of each series of Outstanding Company Senior Securities affected by the modification or amendment. However, without the consent of each affected holder, no such modification may (i) change the Stated Maturity of any Company Senior Security of any series, (ii) reduce the principal amount of (or premium, if any, on) any Company Senior Security, (iii) reduce the rate 7 8 of payment of interest on any Company Senior Security, or change certain other provisions relating to the yield of the Company Senior Security, (iv) change the currency or currencies in which any Company Senior Security is payable, (v) reduce the percentage of holders of Outstanding Company Senior Securities of any series required to consent to any modification, amendment or any waiver under the Company Senior Indenture, or (vi) change the provisions in the Company Senior Indenture that relate to its modification or amendment. (Section 902). We and the Company Senior Trustee may amend the Company Senior Indenture in certain circumstances without the consent of the holders of the Company Senior Securities in the event we merge with another person, to replace the Company Senior Trustee, to effect modifications that do not affect any outstanding series of Company Senior Securities, and for certain other purposes. Consolidation, Merger and Sale of Assets. We may, without the consent of the holders of any Company Senior Securities, consolidate or merge with any other person or transfer or lease all or substantially all of our assets to another person or permit another corporation to merge into the Company, provided that: (i) the successor is a person organized under U.S. laws; (ii) the successor, if not us, assumes our obligations on the Company Senior Securities and under the Company Senior Indenture; (iii) after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iv) certain other conditions are met. (Section 801). The principal terms of the Company Senior Securities issued and outstanding as of the date of this prospectus are set forth below. TERMS AND PROVISIONS OF SENIOR MEDIUM-TERM NOTES, SERIES C The table set forth below indicates the issuance dates, maturity dates and a summary of certain interest rate terms of the $2,650,079,000 aggregate principal amount of Senior Medium-Term Notes, Series C (the "Senior Series C Notes"), issued and outstanding as of the date of this prospectus. The Senior Series C Notes are not subject to any sinking fund and unless otherwise stated below are not subject to redemption or repayment prior to maturity. Unless otherwise indicated below, the redemption price for any Senior Series C Note that is redeemable is 100% of its principal amount, plus accrued and unpaid interest, if any, to the redemption date. The Senior Series C Notes have either (a) fixed interest rates or (b) floating interest rates which are reset periodically, by reference to an interest rate basis or formula.
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE/REDEMPTION TERMS ------------- ---------------- ------------- --------------------- December 28, 1993...... 5,000,000............. December 28, 1998...... LIBOR Telerate reset semiannually January 25, 1994....... 50,000,000............ January 25, 1999....... LIBOR reset quarterly + 0.15% June 6, 1994........... 10,000,000............ June 6, 1999........... LIBOR Telerate reset semiannually +0.40% June 10, 1994.......... 5,000,000............. June 10, 1999.......... LIBOR Telerate reset quarterly +0.20% September 20, 1994..... 5,000,000............. September 20, 1999..... LIBOR Telerate reset quarterly +0.37% but in no event shall the rate exceed 9.5% October 26, 1994....... 25,000,000............ October 26, 1999....... LIBOR Telerate reset quarterly +0.375% but in no event shall the rate exceed 10% November 2, 1994....... 15,000,000............ November 2, 1999....... LIBOR Telerate reset quarterly +0.4% but in no event shall the rate exceed 9.75% November 3, 1994....... 10,000,000............ November 3, 1999....... LIBOR Telerate reset quarterly +0.38% but in no event shall the rate exceed 10% February 28, 1995...... 150,000,000........... February 28, 2000...... LIBOR Telerate reset quarterly +0.20% September 1, 1995...... 13,000,000............ September 1, 2005...... LIBOR Telerate reset quarterly +0.40%; converts to 8.75% fixed on September 1, 1999; redeemable on September 1, 1999 November 6, 1995....... 25,000,000............ November 6, 1998....... 5.88% November 10, 1995...... 50,000,000............ November 10, 1998...... LIBOR Telerate reset quarterly +0.10% November 10, 1995...... 25,000,000............ November 10, 2005...... Constant maturity 10 year Treasury Index minus 0.34% November 15, 1995...... 10,000,000............ May 15, 2001........... Constant maturity 5 year Treasury Index minus 0.15% October 15, 1996....... 400,000,000........... October 15, 1998....... LIBOR reset quarterly
8 9
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE/REDEMPTION TERMS ------------- ---------------- ------------- --------------------- June 26, 1997.......... 100,000,000........... June 26, 2000.......... LIBOR Telerate reset monthly +0.02% August 5, 1997......... 300,000,000........... August 5, 2027......... Zero coupon; redeemable on semiannual redemption dates on or after August 5, 2002 at prices varying with the redemption date August 15, 1997........ 115,000,000........... August 15, 2017........ Zero coupon; redeemable on semiannual redemption dates on or after August 15, 2001 at prices varying with the redemption date January 12, 1998....... 150,000,000........... January 12, 2000....... LIBOR Telerate reset quarterly January 12, 1998....... 75,000,000............ January 12, 2001....... LIBOR Telerate reset quarterly +0.025% January 15, 1998....... 75,000,000............ January 14, 2000....... Prime reset daily minus 2.78% January 20, 1998....... 15,000,000............ January 21, 2003....... LIBOR Telerate reset monthly +0.14% January 20, 1998....... 20,000,000............ January 20, 2000....... LIBOR Telerate reset quarterly minus 0.01% January 20, 1998....... 250,000,000........... January 20, 2000....... Prime reset daily minus 2.79% January 21, 1998....... 75,000,000............ January 21, 2000....... Prime reset daily minus 2.79% February 13, 1998...... 66,000,000............ February 13, 2003...... LIBOR Telerate reset quarterly +0.15% February 20, 1998...... 11,079,000............ February 22, 2028...... LIBOR Telerate reset monthly minus 0.10%; repayable at the option of the holder on February 22 of 2008, 2011, 2014 and 2018 at prices varying with the redemption date February 26, 1998...... 100,000,000........... February 26, 2001...... LIBOR Telerate reset quarterly +0.06% March 25, 1998......... 500,000,000........... March 25, 1999......... LIBOR Telerate reset quarterly minus 0.09%
COMPANY SUBORDINATED SECURITIES General. The Company Subordinated Securities are direct, unsecured general obligations of the Company that are subordinate in right of payment to all Senior Indebtedness and, in certain circumstances described below relating to our dissolution, winding-up, liquidation or reorganization, to all Additional Senior Obligations (as defined below). The Company Subordinated Indenture does not limit the amount of debt (including Senior Indebtedness) or Additional Senior Obligations which we may incur. Unless otherwise indicated below with respect to a particular series of Company Subordinated Securities, the maturity of the Company Subordinated Securities is subject to acceleration only upon our bankruptcy or reorganization. See "Defaults and Waivers Thereof" below. If any Company Subordinated Securities are specified below as convertible into Common Stock ("Subordinated Convertible Securities"), the holders will be entitled, as specified below, to convert those Subordinated Convertible Securities into Common Stock at the conversion price specified below. The holders of a particular series of Company Subordinated Securities may be obligated at maturity, or at any earlier time as set forth below, to exchange that series of Company Subordinated Securities for Capital Securities (as defined below) on terms specified below (Article Seventeen). "Capital Securities" may consist of our Common Stock, perpetual preferred stock or other of our capital securities acceptable to our primary Federal banking regulator. Currently, our primary Federal banking regulator is the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). Whenever Company Subordinated Securities are exchangeable for Capital Securities, we will be obligated to deliver Capital Securities with a market value equal to the principal amount of those Company Subordinated Securities. In addition, we will unconditionally undertake, at our expense, to sell the Capital Securities in a sale (the "Secondary Offering") on behalf of any holders who elect to receive cash for the Capital Securities. The Common Stock is described below under "Description of Capital Stock -- Common Stock". A description of our preferred stock is set forth below under "Description of Capital Stock -- Preferred Stock". Subordination. The Company Subordinated Securities are subordinated in right of payment to all Senior Indebtedness and, under certain circumstances, Additional Senior Obligations. As of June 30, 1998, Senior Indebtedness and Additional Senior Obligations of the Company aggregated approximately $12.1 billion. The Company Subordinated Indenture defines "Senior Indebtedness" to mean the principal of (and premium, if any) and interest on all indebtedness for money borrowed by us, whether outstanding on the date the Company Subordinated Indenture became effective or created, assumed or incurred 9 10 after that date (including all indebtedness of another person for money borrowed that we guarantee). However, Senior Indebtedness does not include (A) Antecedent Company Subordinated Indebtedness (as defined below), (B) Company Subordinated Securities issued on or after December 15, 1992, (C) Assumed MHC Subordinated Securities (as defined below), (D) Assumed Old Chase Subordinated Securities (as defined below) and (E) other debt of ours which is expressly stated to have the same rank as the Company Subordinated Securities or to rank not senior to the Company Subordinated Securities (such other debt is referred to as "Other Subordinated Indebtedness"). The Company Subordinated Indenture defines "Additional Senior Obligations" to mean all indebtedness of the Company for claims in respect of derivative products, such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements, except Senior Indebtedness and except for obligations which are expressly stated to have the same rank as or to be junior to the Company Subordinated Securities. At June 30, 1998, we had approximately $2.8 billion of Company Subordinated Securities issued and outstanding under the Company Subordinated Indenture and we had approximately $436 million of Other Subordinated Indebtedness outstanding that ranked equally with the Subordinated Securities. Antecedent Company Subordinated Indebtedness means all outstanding subordinated indebtedness of the Company issued prior to December 15, 1992 (other than Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated Indebtedness). At June 30, 1998, we had approximately $1.0 billion of Antecedent Company Subordinated Indebtedness outstanding. MHC Subordinated Indebtedness means all outstanding subordinated indebtedness of the Company which was assumed by us as a result of the merger of Manufacturers Hanover Corporation into the Company on December 31, 1991. At June 30, 1998, we had approximately $150 million of Assumed MHC Subordinated Indebtedness outstanding. Assumed Old Chase Subordinated Indebtedness means all outstanding subordinated indebtedness of heritage Chase which was assumed by us as a result of the merger of heritage Chase into the Company. At June 30, 1998, we had approximately $3.6 billion of Assumed Old Chase Subordinated Indebtedness outstanding. Under the Company Subordinated Indenture, no payment may be made on the Company Subordinated Securities and no exchange for Capital Securities may be made in the event: - we have failed to pay all amounts of principal (and premium, if any) and interest, if any, due on all Company Senior Indebtedness; or - there shall exist any event of default or any event which, with notice or lapse of time or both, would become such an event of default on any Company Senior Indebtedness. In addition, upon our dissolution, winding-up, liquidation or reorganization: (i) the holders of Company Senior Indebtedness will be paid the full amounts of principal (and premium, if any) and interest, if any, before any payment or distribution is made on the Company Subordinated Securities, and (ii) if, after such payments on the Company Senior Indebtedness have been made, (A) there are amounts available for payment on the Company Subordinated Securities and (B) creditors in respect of Additional Senior Obligations have not received their full payments, then amounts available for payment on the Company Subordinated Securities will first be used to pay in full all such Additional Senior Obligations before any payment will be made on the Company Subordinated Securities. No series of our subordinated debt securities is subordinated to any of our other series of subordinated debt securities. However, Antecedent Company Subordinated Indebtedness is subordinated only to Senior Indebtedness; Company Subordinated Indebtedness and Other Subordinated Indebtedness are subordinated to Senior Indebtedness and, in certain circumstances relating to our dissolution, winding-up, liquidation or reorganization, to Additional Senior Obligations; Assumed MHC Subordinated Indebtedness is subordinated to Senior Indebtedness, Additional Senior Obligations and all of our other obligations to our creditors, except any obligation which is expressly stated to have the same rank as, or to rank not senior to, the Assumed MHC Subordinated Indebtedness; and Old Chase Subordinated Indebtedness is subordinated to Senior Indebtedness, Additional Senior Obligations and all of our other obligations to our 10 11 creditors, except any obligation which is expressly stated to have the same rank as, or to rank not senior to, the Assumed Old Chase Subordinated Indebtedness. As a result of the differences between the subordination provisions applicable to the Company Subordinated Indebtedness, the Antecedent Company Subordinated Indebtedness, the Assumed MHC Subordinated Indebtedness, the Assumed Old Chase Subordinated Indebtedness and the Other Subordinated Indebtedness, in the event of our dissolution, winding-up, liquidation or reorganization, the holders of Company Subordinated Indebtedness and Other Subordinated Indebtedness may receive less, ratably, than the holders of Antecedent Company Subordinated Indebtedness, but more, ratably, than the holders of Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated Indebtedness. Limitation on Disposition of Voting Stock of the Bank. Except as noted in the next sentence, the Company Subordinated Indenture does not contain a covenant prohibiting us from selling or otherwise disposing of any shares of, or securities convertible into, or options, warrants or rights to purchase shares of, voting stock of the Bank, nor does it prohibit the Bank from issuing any such shares of voting stock or securities convertible into, or options, warrants or rights to purchase shares of its voting stock. However, the Company Subordinated Indenture does contain a covenant, which is for the exclusive benefit of the holders of the Antecedent Company Subordinated Indebtedness and which is subject to the provisions described below under "Consolidation, Merger and Sale of Assets," that we will not sell or otherwise dispose of any shares of, or securities convertible into, or options, warrants or rights to purchase shares of, voting stock of the Bank, nor will we permit the Bank to issue any such shares of voting stock or securities convertible into, or options, warrants or rights to purchase shares of its voting stock. However, the covenant does not prohibit: (i) issuances or sales of directors' qualifying shares; (ii) issuances or sales of shares to us; (iii) sales or other dispositions or issuances for fair market value, as determined by our Board of Directors, so long as we would continue to own directly or indirectly not less than 80% of the issued and outstanding shares of the voting stock of the Bank; (iv) sales or other dispositions or issuances made in compliance with an order or direction of a court or regulatory authority of competent jurisdiction; and (v) sales of voting stock by the Bank to its shareholders if such sales do not reduce the percentage of shares of voting stock owned by us. (Section 5.07). Defaults and Waivers. The Company Subordinated Indenture defines an Event of Default (i) with respect to Antecedent Company Subordinated Indebtedness, as any one of certain events of bankruptcy, insolvency and reorganization affecting the Company; (ii) with respect to Company Subordinated Indebtedness, as any one of certain events of bankruptcy or reorganization affecting the Company and any other event described below as an Event of Default for a particular series. (Section 7.01). If an Event of Default occurs and is continuing with respect to any outstanding series of Company Subordinated Securities, the Company Subordinated Trustee or the holders of at least 25% in aggregate principal amount of that outstanding series may declare the principal (or, in the case of original issue discount Company Subordinated Securities, a specified amount of principal) of all Company Subordinated Securities of that series to be due and payable immediately in cash. Subject to certain conditions, any such declaration may be annulled, and certain past defaults may be waived, by the holders of not less than a majority in aggregate principal amount of the Company Subordinated Securities of that series. (Section 7.01). The right of the holders of the Company Subordinated Securities of a series to demand payment in cash upon the occurrence and continuance of an Event of Default continues to exist so long as the Company Subordinated Securities of that series have not been exchanged or converted. Any right to enforce such payment in cash would, in the event of the bankruptcy or reorganization of the Company, be subject to the broad equity powers of a Federal bankruptcy court and to its determination of the nature and status of the payment claims of the holders of the Company Subordinated Securities. Prior to any declaration of acceleration, the holders of a majority in aggregate principal amount of the applicable series of Company Subordinated Securities may waive any past default or Event of Default, except a payment default. (Section 7.07). Unless otherwise provided in the terms of a series of Company Subordinated Securities, there will be no right of acceleration of the payment of principal of the Company Subordinated Securities of that series upon a default in the payment of principal or interest or a default in the performance of any covenant or agreement in the Company 11 12 Subordinated Securities or the Company Subordinated Indenture. In the event of default in the payment of interest or principal (including a default in the delivery of any Capital Securities in exchange for Company Subordinated Securities) or in the performance of any covenant or agreement in the Company Subordinated Securities or the Company Subordinated Indenture, the Company Subordinated Trustee may, subject to certain limitations and conditions, seek to enforce that payment (or delivery) or the performance of that covenant or agreement. The Company Subordinated Indenture requires the Company Subordinated Trustee, within 90 days after the occurrence of a default with respect to Company Subordinated Securities of any series, to give the holders of that series notice of all uncured defaults known to it (the term "default" being defined to include the events specified above without grace periods or notice). However, except in certain cases (involving the bankruptcy or reorganization of the Company, a payment default or default in the obligation to deliver Capital Securities in exchange for Company Subordinated Securities), the Company Subordinated Trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. (Section 7.08). We are required to furnish to the Company Subordinated Trustee annually an officers' certificate as to the absence of defaults under the Company Subordinated Indenture. (Section 5.06). Other than the duties of the Company Subordinated Trustee to act with the required standard of care during a default, the Company Subordinated Trustee is not obligated to exercise any of its rights or powers under the Company Subordinated Indenture at the request or direction of any of the holders of the Company Subordinated Securities, unless those holders shall have offered to the Company Subordinated Trustee reasonable security or indemnity. Subject to that provision for security or indemnification, the holders of a majority in principal amount of the Company Subordinated Securities of any series then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power conferred on, the Company Subordinated Trustee with respect to the Company Subordinated Securities of that series. (Sections 7.07 and 8.02). Modification of the Company Subordinated Indenture. The Company Subordinated Indenture contains provisions permitting us and the Company Subordinated Trustee to modify the Company Subordinated Indenture or the rights of the holders of the Company Subordinated Securities with the consent of the holders of not less than a majority in principal amount of each outstanding series of the Company Subordinated Securities affected by the modification. However, no such modification may, without the consent of each holder of the Company Subordinated Security affected by the modification: (i) change the stated maturity date of the principal of, or any installment of principal of or interest on, any Company Subordinated Security; (ii) reduce the principal amount of (or premium, if any) or interest, if any, on any Company Subordinated Security; (iii) reduce the portion of the principal amount of an original issue discount Company Subordinated Security payable upon acceleration of the maturity thereof; (iv) reduce any amount payable upon redemption of any Company Subordinated Security; (v) change the place or places where, or the currency in which, any Company Subordinated Security or any premium or the interest thereon is payable; (vi) change the definition of "Market Value"; (vii) impair the right of any holders of Company Subordinated Securities of any series to receive on any Exchange Date for Company Subordinated Securities of that series Capital Securities with a Market Value equal to that required by the terms of the Company Subordinated Securities; (viii) impair the conversion rights (if any) of any holders; (ix) impair the right of a holder to institute suit for the enforcement of any payment on or with respect to any Company Subordinated Security (including any right of redemption at the option of the holder of that Company Subordinated Security) or impair any rights to the delivery of Capital Securities in exchange for any Company Subordinated Security or to require the Company to sell Capital Securities in a Secondary Offering or to require the delivery of Common Stock, Company Debt Securities or other property upon conversion of Company Subordinated Securities; (x) reduce the above-stated percentage of Company Subordinated Securities of any series the consent of the holders of which is necessary to modify or amend the Company Subordinated Indenture or reduce the percentage of Company Subordinated Securities of any series the holders of which are required to waive any past default or Event of Default; or (xi) modify the foregoing requirements. (Section 11.02). 12 13 The Company Subordinated Indenture permits us and the Company Subordinated Trustee to amend the Company Subordinated Indenture in certain circumstances without the consent of the holders of Company Subordinated Securities in the event of the merger of the Company, the replacement of the Company Subordinated Trustee, to effect modifications which do not affect any outstanding series of Company Subordinated Securities and for certain other purposes. (Section 11.01). Consolidation, Merger and Sale of Assets. We may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets to any other corporation, unless (i) we are the continuing corporation or the successor corporation expressly assumes the payment of the principal of (including issuance and delivery of Capital Securities) and premium, if any, and interest, if any, on the Company Subordinated Securities and the performance and observance of all the covenants and conditions of the Company Subordinated Indenture binding upon us, and (ii) we or the successor corporation shall not, immediately after such merger or consolidation or such sale or conveyance, be in default in the performance of any such covenant or condition. (Article Twelve). The principal terms of the Company Subordinated Securities issued and outstanding as of the date of this prospectus are set forth below. TERMS AND PROVISIONS OF 10 3/8% SUBORDINATED NOTES DUE 1999 The 10 3/8% Subordinated Notes Due 1999 (the "10 3/8% 1999 Notes") are limited to $100,000,000 aggregate principal amount and will mature on March 15, 1999. The 10 3/8% 1999 Notes are not redeemable prior to maturity and no sinking fund is provided for the 10 3/8% 1999 Notes. The 10 3/8% 1999 Notes bear interest from March 15, 1989 (or from the most recent date on which interest was paid), payable semiannually in arrears on each March 15 and September 15, commencing September 15, 1989, to the persons in whose names the 10 3/8% 1999 Notes are registered at the close of business on the first day of March or September preceding that March 15 or September 15. The happening of one or more of the following events shall constitute an Event of Default with respect to the 10 3/8% 1999 Notes: (i) default for 30 days in the payment of any installment of interest on any 10 3/8% 1999 Note; (ii) default in the payment, when due, of the principal of any 10 3/8% 1999 Note; (iii) default, for 60 days after appropriate written notice, in the observance or performance of any of our other covenants or agreements contained in the 10 3/8% 1999 Notes or in the Company Subordinated Indenture for the benefit of the holders of the 10 3/8% 1999 Notes; and (iv) certain events of bankruptcy, insolvency and reorganization affecting us or the Bank. TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED CAPITAL NOTES DUE 1999 The 9 3/4% Subordinated Capital Notes Due 1999 (the "9 3/4% 1999 Notes") are limited to $300,000,000 aggregate principal amount and will mature on June 15, 1999. The 9 3/4% 1999 Notes are not redeemable prior to maturity, except upon the occurrence of certain events relating to the Federal income tax treatment of the 9 3/4% 1999 Notes to the Company, and no sinking fund is provided for the 9 3/4% 1999 Notes. The 9 3/4% 1999 Notes bear interest from June 22, 1987 (or from the most resent date on which interest was paid), payable semiannually in arrears on each June 15 and December 15, commencing December 15, 1987, to the persons in whose names the 9 3/4% 1999 Notes are registered at the close of business on the first day of June or December preceding that June 15 or December 15. At maturity, the 9 3/4% 1999 Notes will be exchanged for Capital Securities having a Market Value equal to the principal amount of the 9 3/4% 1999 Notes, unless we elect to pay in cash the principal amount of the 9 3/4% 1999 Notes, in whole or in part, from amounts representing proceeds of other issuances of Capital Securities which we have previously designated for such use ("Designated Proceeds"). The Company has Designated Proceeds sufficient to pay the 9 3/4% 1999 Notes in cash at maturity. TERMS AND PROVISIONS OF 10 1/8% SUBORDINATED CAPITAL NOTES DUE 2000 The 10 1/8% Subordinated Capital Notes Due 2000 (the "10 1/8% 2000 Notes") are limited to $150,000,000 aggregate principal amount and will mature on November 1, 2000. The 10 1/8% 2000 Notes are not subject to redemption prior to maturity, except upon the occurrence of certain events relating to the Federal income tax treatment of the 10 1/8% 2000 Notes to the Company, and no sinking fund is provided for the 10 1/8% 2000 Notes. The 10 1/8% 2000 Notes bear interest from November 1, 1988 (or from the most recent date on which 13 14 interest was paid), payable semiannually in arrears on each May 1 and November 1, commencing May 1, 1989, to the persons in whose names the 10 1/8% 2000 Notes are registered at the close of business on the fifteenth day of April or October preceding that May 1 or November 1. At maturity, the 10 1/8% 2000 Notes will be exchanged for Capital Securities having a Market Value equal to the principal amount of the 10 1/8% 2000 Notes, unless we elect to pay in cash the principal amount of the 10 1/8% 2000 Notes, in whole or in part, from Designated Proceeds. The Company has Designated Proceeds sufficient to pay the 10 1/8% 2000 Notes in cash at maturity. TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED NOTES DUE 2002 The 8 1/2% Subordinated Notes Due 2002 (the "8 1/2% 2002 Notes") are limited to $200,000,000 aggregate principal amount and will mature on February 15, 2002. The 8 1/2% 2002 Notes are not redeemable prior to maturity and no sinking fund is provided for the 8 1/2% 2002 Notes. The 8 1/2% 2002 Notes bear interest from February 10, 1992 (or from the most recent date on which interest was paid), payable semiannually in arrears on each February 15 and August 15, commencing August 15, 1992, to the persons in whose names the 8 1/2% 2002 Notes are registered at the close of business on the first day of February or August preceding that February 15 or August 15. The happening of one or more of the following events shall constitute an Event of Default with respect to the 8 1/2% 2002 Notes: (i) default for 30 days in the payment of any installment of interest on any 8 1/2% 2002 Note; (ii) default in the payment, when due, of the principal of any 8 1/2% 2002 Note; (iii) default, for 60 days after appropriate written notice, in the observance or performance of any of our other covenants or agreements contained in the 8 1/2% 2002 Notes; and (iv) certain events of bankruptcy, insolvency and reorganization affecting us or the Bank. TERMS AND PROVISIONS OF 8 5/8% SUBORDINATED DEBENTURES DUE 2002 The 8 5/8% Subordinated Debentures Due 2002 (the "8 5/8% 2002 Debentures") are limited to $150,000,000 aggregate principal amount and will mature on May 1, 2002. The 8 5/8% 2002 Debentures are not redeemable prior to maturity and no sinking fund is provided for the 8 5/8% 2002 Debentures. The 8 5/8% 2002 Debentures bear interest from May 1, 1992 (or from the most recent date on which interest was paid), payable semiannually in arrears on each May 1 and November 1, commencing November 1, 1992, to the persons in whose names the 8 5/8% 2002 Debentures are registered at the close of business on the fifteenth day of April or October preceding that May 1 or November 1. TERMS AND PROVISIONS OF 8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002 The 8 1/8% Subordinated Notes Due June 15, 2002 (the "8 1/8% 2002 Notes") are limited to $100,000,000 aggregate principal amount and will mature on June 15, 2002. The 8 1/8% 2002 Notes are not redeemable prior to maturity and no sinking fund is provided for the 8 1/8% 2002 Notes. The 8 1/8% 2002 Notes bear interest from June 15, 1992 (or from the most recent date on which interest was paid), payable semiannually in arrears on each June 15 and December 15, commencing December 15, 1992, to the persons in whose names the 8 1/8% 2002 Notes are registered at the close of business on the first day of June or December preceding that June 15 or December 15. TERMS AND PROVISIONS OF 7 5/8% SUBORDINATED NOTES DUE 2003 The 7 5/8% Subordinated Notes Due 2003 (the "7 5/8% 2003 Notes") are limited to $200,000,000 aggregate principal amount and will mature on January 15, 2003. The 7 5/8% 2003 Notes are not redeemable prior to maturity and no sinking fund is provided for the 7 5/8% 2003 Notes. The 7 5/8% 2003 Notes bear interest from January 22, 1993 (or from the most recent date on which interest was paid), payable semiannually in arrears on each January 15 and July 15, commencing July 15, 1993, to the persons in whose names the 7 5/8% 2003 Notes are registered at the close of business on the first day of January or July preceding that January 15 or July 15. TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED DEBENTURES DUE 2005 The 7 1/8% Subordinated Debentures Due 2005 (the "7 1/8% 2005 Debentures") are limited to $200,000,000 aggregate principal amount and will mature on March 1, 2005. The 7 1/8% 2005 Debentures are not redeemable prior to maturity and no sinking fund is provided for the 7 1/8% 2005 Deben- 14 15 tures. The 7 1/8% 2005 Debentures bear interest from March 1, 1993 (or from the most recent date on which interest was paid), payable semiannually in arrears on each March 1 and September 1, commencing September 1, 1993, to the persons in whose names the 7 1/8% 2005 Debentures are registered at the close of business on the fifteenth day of February or August preceding that March 1 or September 1. TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED DEBENTURES DUE 2006 The 7 7/8% Subordinated Debentures Due 2006 (the "7 7/8% 2006 Debentures") are limited to $150,000,000 aggregate principal amount and will mature on July 15, 2006. The 7 7/8% 2006 Debentures are not redeemable prior to maturity and no sinking fund is provided for the 7 7/8% 2006 Debentures. The 7 7/8% 2006 Debentures bear interest from July 27, 1994 (or from the most recent date on which interest was paid), payable semiannually in arrears on each January 15 and July 15, commencing January 15, 1995, to the persons in whose names the 7 7/8% 2006 Debentures are registered at the close of business on the first day of January or July preceding that January 15 or July 15. TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED NOTES DUE 2007 The 7 1/8% Subordinated Notes due 2007 (the "7 1/8% 2007 Notes") are limited to $300,000,000 aggregate principal amount and will mature on February 1, 2007. The 7 1/8% 2007 Notes are not redeemable prior to maturity and no sinking fund is provided for the 7 1/8% 2007 Notes. The 7 1/8% 2007 Notes bear interest from January 29, 1997 (or from the most recent date on which interest was paid), payable semiannually in arrears on each February 1 and August 1, commencing August 1, 1997, to the persons in whose names the 7 1/8% 2007 Notes are registered at the close of business on the fifteenth day of January and July preceding that February 1 or August 1. TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED DEBENTURES DUE 2009 The 6 1/2% Subordinated Debentures Due 2009 (the "6 1/2% 2009 Debentures") are limited to $200,000,000 aggregate principal amount and will mature on January 15, 2009. The 6 1/2% 2009 Debentures are not redeemable prior to maturity and no sinking fund is provided for the 6 1/2% 2009 Debentures. The 6 1/2% 2009 Debentures bear interest from January 25, 1994 (or from the most recent date on which interest was paid), payable semiannually in arrears on each January 15 and July 15, commencing July 15, 1994, to the persons in whose names the 6 1/2% 2009 Debentures are registered at the close of business on the first day of January or July preceding that January 15 or July 15. TERMS AND PROVISIONS OF 7 1/4% SUBORDINATED NOTES DUE 2007 The 7 1/4% Subordinated Notes Due 2007 (the "7 1/4% 2007 Notes") are limited to $320,000,000 aggregate principal amount and will mature on June 1, 2007. The 7 1/4% 2007 Notes are not redeemable prior to maturity and no sinking fund is provided for the 7 1/4% 2007 Notes. The 7 1/4% 2007 Notes bear interest from May 21, 1997 (or from the most recent date on which interest was paid), payable semiannually in arrears on each June 1 and December 1, commencing December 1, 1997, to the persons in whose names the 7 1/4% 2007 Notes are registered at the close of business on the fifteenth day of May or November preceding that June 1 or December 1. TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED NOTES DUE 2009 The 7 1/8% Subordinated Notes Due 2009 (the "7 1/8% 2009 Notes") are limited to $250,000,000 aggregate principal amount and will mature on June 15, 2009. The 7 1/8% 2009 Notes are not redeemable prior to maturity and no sinking fund is provided for the 7 1/8% 2009 Notes. The 7 1/8% 2009 Notes bear interest from June 12, 1997 (or from the most recent date on which interest was paid), payable semiannually in arrears on each June 15 and December 15, commencing December 15, 1997, to the persons in whose names the 7 1/8% 2009 Notes are registered at the close of business on the first day of June or December preceding that June 15 or December 15. TERMS AND PROVISIONS OF 6 3/8% SUBORDINATED NOTES DUE 2008 The 6 3/8% Subordinated Notes Due 2008 (the "6 3/8% 2008 Notes") are limited to $200,000,000 aggregate principal amount and will mature on February 15, 2008. The 6 3/8% 2008 Notes are not redeemable prior to maturity and no sinking fund is provided for the 6 3/8% 2008 Notes. The 6 3/8% 2008 15 16 Notes bear interest from February 11, 1998 (or from the most recent date on which interest was paid), payable semiannually in arrears on each February 15 and August 15, commencing August 15, 1998, to the persons in whose names the 6 3/8% 2008 Notes are registered at the close of business on the first day of February or August preceding that February 15 or August 15. TERMS AND PROVISIONS OF 6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008 The 6 3/8% Subordinated Notes Due April 1, 2008 (the "6 3/8% April 1, 2008 Notes") are limited to $250,000,000 aggregate principal amount and will mature on April 1, 2008. The 6 3/8% April 1, 2008 Notes are not redeemable prior to maturity and no sinking fund is provided for the 6 3/8% April 1, 2008 Notes. The 6 3/8% April 1, 2008 Notes bear interest from April 7, 1998 (or from the most recent date on which interest was paid), payable semiannually in arrears on each April 1 and October 1, commencing October 1, 1998, to the persons in whose names the 6 3/8% April 1, 2008 Notes are registered at the close of business on the 15th day of March or September preceding that April 1 or October 1. TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A The table set forth below indicates the issuance dates, maturity dates and a summary of certain general interest rate terms of the $1,085,000,000 aggregate principal amount of Subordinated Medium-Term Notes, Series A (the "Subordinated Series A Notes"), issued and outstanding (or scheduled to be issued) as of the date of this prospectus. The Subordinated Series A Notes are not subject to any sinking fund and (unless otherwise stated below) are not subject to redemption or repayment prior to maturity. Unless otherwise indicated below, the redemption price for any Subordinated Series A Note that is redeemable is 100% of its principal amount, plus accrued and unpaid interest, if any, to the redemption date. The Subordinated Series A Notes have either (a) fixed interest rates or (b) floating interest rates which are determined, and adjusted periodically, by reference to an interest rate basis or formula.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS - ------------- ------------------------ ------------- --------------------- April 5, 1995............... $ 15,000,000............ April 5, 2005............... 10%; converts to LIBOR reset semiannually on April 5, 1999 but in no event shall the rate be less than 3% May 24, 1995................ $ 15,000,000............ May 24, 2002................ 7.11%; redeemable on payment dates on or after May 24, 2000 May 25, 1995................ $ 25,000,000............ May 25, 2007................ 7.73%; redeemable on payment dates on or after May 25, 2000 June 15, 1995............... $ 10,000,000............ June 15, 2010............... 7.25%; redeemable on payment dates on or after June 15, 2000 March 24, 1997.............. $250,000,000............ March 24, 2027.............. Zero coupon; redeemable annually on or after March 24, 2007 at prices varying with the redemption date. March 24, 1997.............. $100,000,000............ March 24, 2027.............. Zero coupon; redeemable annually on or after March 24, 2007 at prices varying with the redemption date. September 24, 1997.......... $100,000,000............ September 15, 2006.......... 6.75% November 5, 1997............ $ 20,000,000............ November 5, 2012............ 7.00%; redeemable on payment dates on or after November 5, 2001
16 17
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS - ------------- ------------------------ ------------- --------------------- November 20, 1997........... $ 25,000,000............ November 20, 2017........... 7.00%; redeemable on payment dates on or after November 20, 2001 December 4, 1997............ $ 25,000,000............ December 15, 2017........... 7.00%; redeemable on payment dates on or after December 15, 2001 December 12, 1997........... $ 25,000,000............ December 12, 2012........... 6.875%; redeemable on December 12, 2002 December 18, 1997........... $ 50,000,000............ December 18, 2017........... 7.00%; redeemable on payment dates on or after December 18, 2000 December 26, 1997........... $ 25,000,000............ December 26, 2013........... 7.00%; redeemable on payment dates on or after December 26, 2000 February 23, 1998........... $ 25,000,000............ February 23, 2018........... 6.625%; redeemable on payment dates on or after February 23, 2002 March 2, 1998............... $ 25,000,000............ March 2, 2018............... 6.75%; redeemable on payment dates on or after March 2, 2001 April 17, 1998.............. $225,000,000............ April 17, 2028.............. Zero Coupon; redeemable semiannually on or after April 17, 2002 at prices varying with the redemption date May 6, 1998................. $ 25,000,000............ May 6, 2013................. 6.50%; redeemable on payment dates on or after May 6, 2002 June 3, 1998................ $ 25,000,000............ June 3, 2013................ 6.50%; redeemable on payment dates on or after June 3, 2002 July 8, 1998................ $ 25,000,000............ July 8, 2013................ 6.50%; redeemable on payment dates on or after July 8, 2001 August 20, 1998............. $ 25,000,000............ August 20, 2013............. 6.50%; redeemable on payment dates on or after August 20, 2002 August 27, 1998............. $ 25,000,000............ August 27, 2008............. 1.60%; except that in the event LIBOR falls below 5.0% per annum, the rate will increase by specified multiples of the excess of designated rates and the prevailing LIBOR rate
17 18 TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B Set forth below is a table indicating the issuance dates, the maturity dates and a summary of certain general interest rate terms of the $207,250,000 aggregate principal amount of Subordinated Medium-Term Notes, Series B (the "Subordinated Series B Notes") issued and outstanding as of the date of this prospectus. The Subordinated Series B Notes are not subject to any sinking fund and (unless otherwise stated below) are not redeemable prior to their stated maturity. Unless otherwise indicated below, the redemption price for any Subordinated Series B Note that is redeemable is 100% of its principal amount, plus accrued and unpaid interest, if any, to the redemption date. The Subordinated Series B Notes have either (a) fixed interest rates or (b) floating interest rates which are reset periodically, by reference to an interest rate basis or formula.
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE ------------- ---------------- ------------- ---- March 31, 1995................. $ 1,250,000.................... August 30, 2004................ Zero Coupon April 7, 1995.................. $ 3,000,000.................... April 7, 2002.................. Zero Coupon April 28, 1995................. $ 8,500,000.................... May 15, 2005................... 7.60%; redeemable on payment dates on or after May 15, 2000 May 5, 1995.................... $ 8,000,000.................... May 15, 2005................... 7.60%; redeemable on payment dates on or after May 15, 2000 May 12, 1995................... $ 4,750,000.................... May 15, 2005................... 7.60%;redeemable on payment dates on or after May 15, 2000 May 17, 1995................... $25,000,000.................... May 17, 2005................... 7.50%; redeemable on payment dates on or after May 17, 2000 May 19, 1995................... $ 3,000,000.................... June 15, 2005.................. 7.25%; redeemable on payment dates on or after June 15, 2000 May 25, 1995................... $50,000,000.................... May 15, 2010................... 7.50%; redeemable semiannually on or after May 15, 2000 May 26, 1995................... $ 1,250,000.................... June 15, 2005.................. 7.15%; redeemable on payment dates on or after June 15, 2000 June 2, 1995................... $ 2,500,000.................... June 15, 2005.................. 7.15%; redeemable on payment dates on or after June 15, 2000 June 30, 1995.................. $15,000,000.................... June 15, 2007.................. 7.05%; redeemable on payment dates on or after June 15, 2000 July 28, 1995.................. $25,000,000.................... July 15, 2010.................. 7.58%; redeemable semiannually on or after July 15, 2000 August 1, 1995................. $15,000,000.................... August 15, 2005................ 7.125%; redeemable on payment dates on or after August 15, 2000 August 25, 1995................ $15,000,000.................... August 25, 2010................ 7.35%; redeemable on payment dates on or after August 25, 2000 November 16, 1995.............. $20,000,000.................... November 16, 2010.............. 7.00%; redeemable on payment dates on or after November 16, 1998 November 24, 1995.............. $10,000,000.................... November 24, 2010.............. 7.10%; redeemable on payment dates on or after November 24, 1998
PERMANENT GLOBAL COMPANY DEBT SECURITIES Certain series of the Company Debt Securities were issued in permanent global form. See "Permanent Global Debt Securities" for a discussion of the rights of beneficial owners of interests in permanent global debt securities. 18 19 INFORMATION CONCERNING THE TRUSTEES The Company, the Bank and certain of our other subsidiaries maintain deposits with, and conduct other banking transactions with, the trustees under each of the Company Indentures in the ordinary course of business. U.S. Bank Trust National Association is also trustee under the Old Chase Subordinated Indenture (as defined below) and Bankers Trust Company is also trustee under the Old Chase Senior Indenture (as defined below). DESCRIPTION OF OLD CHASE DEBT SECURITIES In connection with the merger of heritage Chase with and into the Company, we assumed the obligations of heritage Chase with respect to certain senior debt securities (the "Old Chase Senior Securities") and certain subordinated debt securities (the "Old Chase Subordinated Securities," and together with the Old Chase Senior Securities, the "Old Chase Debt Securities"). The following summary of certain provisions of the Old Chase Debt Securities and the indentures under which they were issued (the "Old Chase Indentures") is not complete. You should refer to the Old Chase Indentures, copies of which are exhibits to the Registration Statement. Capitalized terms have the meanings assigned to them in the applicable Old Chase Indenture, and the definitions of those terms are incorporated by reference. GENERAL The Old Chase Senior Securities have been issued under an Indenture, dated as of July 1, 1986 (the "Old Chase Senior Indenture"), as amended, between the Company and Bankers Trust Company, as Trustee (the "Old Chase Senior Trustee"). The Old Chase Subordinated Securities have been issued under an Indenture, dated as of May 1, 1987, as amended (the "Old Chase Subordinated Indenture"), between the Company and U.S. Bank Trust National Association, as Trustee (the "Old Chase Subordinated Trustee"). Neither Old Chase Indenture limits the amount of debt securities that may be issued by us. As noted above, because the Company is a holding company, claims of holders of the Old Chase Debt Securities will generally have a junior position to claims of creditors of the Company's subsidiaries. See "Description of Company Debt Securities -- General" above. The Old Chase Debt Securities have been issued in fully registered form without coupons. Neither Old Chase Indenture restricts our ability to enter into a highly leveraged transaction or provides special protection to holders of Old Chase Debt Securities in the event of such a transaction. In addition, neither Old Chase Indenture provides special protection in the event of a sudden and dramatic decline in the credit quality of the Company resulting from a takeover, recapitalization or similar restructuring of the Company. OLD CHASE SENIOR SECURITIES The Old Chase Senior Securities are direct, unsecured general obligations of the Company and constitute Senior Indebtedness having the same rank as the other Senior Indebtedness of the Company. See "Description of Company Debt Securities -- Company Subordinated Securities -- Subordination" above. Limitation on Disposition of Voting Stock of the Bank. The Old Chase Senior Indenture contains a covenant by us that, so long as any Old Chase Senior Securities are outstanding, we will not create a security interest in more than 20% of the shares of voting stock of the Bank, or permit more than 20% of those shares (exclusive of directors' qualifying shares) to be held directly or indirectly other than by (i) the Company or (ii) a corporation which is wholly-owned (except for directors' qualifying shares) by the Company. Defaults and Waivers. The Old Chase Senior Indenture provides that one or more of the following events shall constitute an Event of Default with respect to the Old Chase Senior Securities of that series: (i) default in the payment of interest on any Old Chase Senior Securities of that series for a period of 30 days; (ii) default in the payment of the principal of (or premium, if any, on) any Old Chase Senior Securities of that series; (iii) default in performance, or breach, of any covenant or warranty of the Company contained in the Old Chase Senior Indenture for the benefit of Old Chase Senior Securities of that series for a period of 60 days after notice 19 20 of the default or breach has been given to the Company; (iv) certain events of bankruptcy, insolvency or reorganization of the Company; and (v) any other Event of Default specified with respect to the Old Chase Senior Securities of that series. If an Event of Default occurs and is continuing with respect to the Old Chase Senior Securities of any series, the Old Chase Senior Trustee or the holders of not less than 25% in principal amount of the Old Chase Senior Securities of that series then outstanding may declare the principal of the Old Chase Senior Securities of that series (or, if the Old Chase Senior Securities of that series were issued as discounted Old Chase Senior Securities, a specified portion of that principal amount) to be due and payable immediately. Under certain conditions the declaration may be annulled, and certain past defaults waived, by the holders of not less than a majority in principal amount of the Old Chase Senior Securities of that series, upon the conditions provided in the Indenture. The Old Chase Senior Indenture requires the Old Chase Senior Trustee to, within 90 days after the occurrence of a default known to it, with respect to any outstanding series of Old Chase Senior Securities, give the holders of that series notice of the default if uncured or not waived. However, the Old Chase Senior Trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders, except that the Old Chase Trustee may not withhold the notice in the case of a payment default. The above notice shall not be given until 30 days after the occurrence of a default in the performance of a covenant in the Old Chase Senior Indenture other than a covenant to make payment. The term "default" for the purposes of this provision means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Old Chase Senior Securities of that series. Other than the duty to act with the required standard of care during a default, the Old Chase Senior Trustee is not obligated to exercise any of its rights or powers under the Old Chase Senior Indenture at the request or direction of the holders, unless the holders have offered to the Old Chase Senior Trustee reasonable indemnity. Subject to that requirement for indemnity and certain other conditions, the holders of a majority in principal amount of the outstanding Old Chase Senior Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available, or exercising any trust or power conferred on, the Old Chase Senior Trustee with respect to the Old Chase Senior Securities of that series. Meetings, Modification and Waiver. We and the Old Chase Senior Trustee may modify or amend the Old Chase Senior Indenture with the consent of the holders of not less than 66 2/3% in principal amount of the outstanding Old Chase Senior Securities of each series affected by the modification or amendment. However, no such modification or amendment may, without the consent of the holder of each outstanding Old Chase Senior Security affected by the modification or amendment, (a) change the stated maturity of the principal of, or any installment of principal of or interest on, any Old Chase Senior Security, (b) reduce the principal amount of any Old Chase Senior Security or change the rate of interest or the method of calculation of interest thereon (except as provided in the Old Chase Senior Indenture or in such Old Chase Senior Security), or any premium payable upon the redemption thereof, (c) change any obligation of the Company to pay additional amounts pursuant to the Old Chase Senior Indenture, (d) reduce the amount of principal of an original issue discount security payable upon acceleration of the maturity of that security, (e) adversely affect the right of repayment, if any, at the option of the holder, (f) change the currency in which any Old Chase Senior Security or any premium or any interest thereon is payable, (g) impair the right to institute suit for the enforcement of any payment on any Old Chase Senior Security, (h) reduce the percentage in principal amount of outstanding securities of any series the consent of whose holders is required for modification or amendment of or any waiver under the Old Chase Senior Indenture, (i) change our obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, or our obligation (if any) to maintain an office or agency outside the United States, or (j) modify certain provisions of the Old Chase Senior Indenture requiring consent of specified percentages of holders, except to increase any such percentage. We and the Old Chase Senior Trustee may amend the Old Chase Senior Indenture in certain circumstances without the consent of the holders of 20 21 the Old Chase Senior Securities to evidence the merger of the Company or the replacement of the Old Chase Senior Trustee or to make changes that do not become effective with respect to previously outstanding series and for certain other purposes. Consolidation, Merger and Sale of Assets. We may, without the consent of the holders of any of the Old Chase Senior Securities, consolidate with, merge into or transfer all or substantially all of our assets to any corporation organized and existing under the laws of the United States, any State or the District of Columbia, so long as the successor corporation assumes our obligations relating to the Old Chase Senior Securities and under the Old Chase Senior Indenture and no Event of Default shall have happened and be continuing after giving effect to the transaction and so long as certain other conditions are met. The principal terms of the Old Chase Senior Securities issued and outstanding as of the date of this prospectus are set forth below. TERMS AND PROVISIONS OF 5 1/2% NOTES DUE 2001 The 5 1/2% Notes Due 2001 (the "5 1/2% 2001 Notes") are limited to $200,000,000 aggregate principal amount and will mature on February 15, 2001. The 5 1/2% 2001 Notes are not redeemable prior to maturity and no sinking fund is provided for in the 5 1/2% 2001 Notes. The 5 1/2% 2001 Notes bear interest from February 12, 1996 (or from the most recent date on which interest was paid), payable on each February 15 and August 15, commencing August 15, 1996, to persons in whose names the 5 1/2% 2001 Notes are registered at the close of business on the first day of January and July preceding such February 15 and August 15. TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES B The table set forth below indicates the issuance dates, the maturity dates and the interest rates of the $174,995,000 aggregate principal amount of Old Chase Senior Medium-Term Notes, Series B (the "Old Chase Senior Series B Notes") issued and outstanding as of the date of this Prospectus. The Old Chase Senior Series B Notes are not subject to any sinking fund and are not subject to redemption or repayment prior to maturity.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS ------------- -------------- ------------- --------------------- March 29, 1996................. $49,995,000 ........... March 29, 2006................. 6.85% March 29, 1996................. 50,000,000 ........... March 29, 2001................. 6.43% March 29, 1996................. 50,000,000 ........... March 29, 2001................. 6.45% March 29, 1996................. 25,000,000 ........... March 29, 2001................. 6.43%
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES C The only series of Old Chase Senior Medium-Term Notes, Series C (the "Old Chase Senior Series C Notes"), issued and outstanding as of the date of this Prospectus is $25,000,000 aggregate principal amount of Old Chase Series C Notes issued on March 29, 1996. Such Old Chase Series C Notes bear interest at a rate of 6.50% per annum and mature on March 29, 2001. They are not subject to a sinking fund and are not subject to redemption or repayment prior to maturity. OLD CHASE SUBORDINATED SECURITIES The Old Chase Subordinated Securities are direct, unsecured general obligations of the Company. Payment of the principal of the Old Chase Subordinated Securities is subject to acceleration only in the event of our bankruptcy, insolvency or reorganization. The Old Chase Subordinated Indenture does not limit the amount of debt (including Old Chase Senior Indebtedness (as defined below)) that we may incur. Subordination. The Old Chase Subordinated Securities are subordinated, by their terms, to Senior Indebtedness and all of our other obligations (including Additional Senior Obligations) to our creditors, other than the Old Chase Subordinated Securities, except obligations having the same rank as or ranking junior to the Old Chase Subordinated Securities (collectively, "Old Chase Senior Indebtedness"). No payment pursuant to the Old Chase Subordinated Securities may be made, and no holder of Old Chase Subordinated Securities shall be entitled to demand or receive any such payment unless all 21 22 amounts of principal, premium, if any, and interest then due on all Old Chase Senior Indebtedness shall have been paid in full. Upon any distribution of assets upon our dissolution, winding-up, liquidation or reorganization, the holders of Old Chase Senior Indebtedness will be entitled to receive payment in full before any payment is made on the Old Chase Subordinated Securities. Because of this subordination, in the event of our insolvency, holders of Old Chase Senior Indebtedness may receive proportionately more, and holders of Old Chase Subordinated Securities may receive proportionately less, than other creditors of the Company, including holders of Company Subordinated Securities. See "Description of Company Debt Securities -- Company Subordinated Securities". Limitation on Disposition of Voting Stock of the Bank. The Old Chase Subordinated Indenture contains a covenant for the exclusive benefit of the holders of Old Chase Subordinated Securities issued prior to October 1, 1992 that we will not create a security interest in more than 20% of the shares of the voting stock of the Bank or permit more than 20% of those shares (exclusive of directors' qualifying shares) to be held directly or indirectly other than by (i) us or (ii) any corporation which is wholly-owned (except for directors' qualifying shares) by us. Defaults and Waivers. The Old Chase Subordinated Indenture defines an Event of Default with respect to Old Chase Subordinated Securities of any series as certain events involving our bankruptcy, insolvency or reorganization and any other events established as Events of Default for any series of Old Chase Subordinated Securities. If an Event of Default with respect to any outstanding series of Old Chase Subordinated Securities occurs and is continuing, either the Old Chase Subordinated Trustee or the holders of not less than 25% in aggregate principal amount of that series may declare the principal amount (or, in the case of original issue discount Old Chase Subordinated Securities, a specified portion of the principal amount) of that series to be due and payable immediately in cash. Any right to enforce the payment in cash would be subject to the broad equity powers of a federal bankruptcy court and to its determination of the nature of the rights of the holders of the Old Chase Subordinated Securities of that series. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Old Chase Subordinated Trustee, the holders of a majority in aggregate principal amount of the outstanding Old Chase Subordinated Securities of that series may, under certain circumstances, rescind and annul the declaration. The Old Chase Subordinated Indenture requires the Old Chase Subordinated Trustee, within 90 days after the occurrence of a default known to it with respect to any outstanding series, to give the holders of that series notice of the default if not cured or waived. However, the Old Chase Subordinated Trustee may withhold the notice if it in good faith determines that the withholding of the notice is in the interest of those holders. However, the Old Chase Subordinated Trustee may not withhold notice of a payment default. The above notice shall not be given until 30 days after the occurrence of a default in the performance of a covenant (other than a covenant to make payment). The term "default" for the purposes of this provision means any event which is, or after notice or lapse or time or both would become, an Event of Default with respect to a series of Old Chase Subordinated Securities. Other than the duty of the Old Chase Subordinated Trustee during the continuance of an Event of Default to act with the required standard of care, the Old Chase Subordinated Trustee is not obligated to exercise any of its rights or powers under the Old Chase Subordinated Indenture at the request or direction of any of the holders of the Old Chase Subordinated Securities of any series, unless those holders shall have offered to the Old Chase Subordinated Trustee reasonable indemnity. Subject to that requirement for indemnity, the holders of a majority in aggregate principal amount of the outstanding Old Chase Subordinated Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power conferred on, the Old Chase Subordinated Trustee with respect to the Old Chase Subordinated Securities of that series. The Company is required to file annually with the Old Chase Subordinated Trustee a written statement of officers as to the existence or non-existence of defaults. Modification of the Old Chase Subordinated Indenture. We and the Old Chase Subordinated Trustee may modify or alter the Old Chase Subor- 22 23 dinated Indenture with the consent of the holders of not less than 66 2/3% in principal amount of the outstanding Old Chase Subordinated Securities of each series affected by the modification or alteration. However, no such modification or alteration may, without the consent of the holder of each Old Chase Subordinated Security affected by the modification or alteration: (i) change the fixed maturity of the principal of, or any installment of principal of or interest on, any Old Chase Subordinated Security, (ii) reduce the principal amount of any Old Chase Subordinated Security, (iii) change the rate or rates (or the method of ascertaining the rate or rates) of interest on any Old Chase Subordinated Security (except as provided in the Old Chase Subordinated Indenture or in the Old Chase Subordinated Securities) or any premium payable upon the redemption thereof, (iv) reduce the portion of the principal amount of any original issue discount Old Chase Subordinated Security payable upon acceleration of the maturity thereof, (v) change any place where, or the currency in which, or the principal amount of, or any premium or interest on, any Old Chase Subordinated Security is payable, (vi) impair any right to institute suit for the enforcement of any right to receive payment, or, if applicable, to have delivered capital securities to be exchanged for an Old Chase Subordinated Security and to have such capital securities sold in a secondary offering to the extent provided in that Old Chase Subordinated Security and in the Old Chase Subordinated Indenture, (vii) modify the subordination provisions of the Old Chase Subordinated Indenture in a manner adverse to the holders, (viii) reduce the percentage in principal amount of outstanding Old Chase Subordinated Securities of the series required to approve any modification or alteration of, or any waiver under, the Old Chase Subordinated Indenture, or (ix) impair the right of any holder to receive on any exchange date capital securities with a market value equal to the amount established with respect to the series. We and the Old Chase Subordinated Trustee may amend the Old Chase Subordinated Indenture in certain circumstances without the consent of the holders of the Old Chase Subordinated Securities to evidence the merger of the Company or the replacement of the Old Chase Subordinated Trustee or to make changes that do not become effective with respect to previously outstanding series and for certain other purposes. The principal terms of the Old Chase Subordinated Securities issued and outstanding as of the date of this prospectus are set forth below. TERMS AND PROVISIONS OF 10% SUBORDINATED NOTES DUE 1999 The 10% Subordinated Notes Due 1999 (the "10% June 15, 1999 Notes") are limited to $275,000,000 aggregate principal amount and will mature on June 15, 1999. The 10% June 15, 1999 Notes are not redeemable and no sinking fund is provided for the 10% June 15, 1999 Notes. The 10% June 15, 1999 Notes bear interest from June 15, 1987 (or from the most recent date on which interest has been paid), payable semiannually in arrears on each June 15 and December 15, commencing December 15, 1987, to the persons in whose names the 10% June 15, 1999 Notes are registered at the close of business on the first day of June or December preceding that June 15 and December 15. TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 1999 The 8% Subordinated Notes Due 1999 (the "8% June 15, 1999 Notes") are limited to $200,000,000 aggregate principal amount and will mature on June 15, 1999. The 8% June 15, 1999 Notes are not redeemable and no sinking fund is provided for the 8% June 15, 1999 Notes. The 8% June 15, 1999 Notes bear interest from June 24, 1992 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 1992, to the persons in whose names the 8% June 15, 1999 Notes are registered at the close of business on the first day of June or December preceding that June 15 and December 15. TERMS AND PROVISIONS OF 7 3/4% SUBORDINATED NOTES DUE 1999 The 7 3/4% Subordinated Notes Due 1999 (the "7 3/4% November 1, 1999 Notes") are limited to $200,000,000 aggregate principal amount and will mature on November 1, 1999. The 7 3/4% November 1, 1999 Notes are not redeemable and no sinking fund is provided for the 7 3/4% November 1, 1999 Notes. The 7 3/4% November 1, 1999 Notes bear interest from November 1, 1992 (or from the most recent date on which interest has been paid), 23 24 payable semi-annually in arrears on each May 1 and November 1, commencing May 1, 1993, to the persons in whose names the 7 3/4% November 1, 1999 Notes are registered at the close of business on the fifteenth day of April or October preceding that May 1 and November 1. TERMS AND PROVISIONS OF 9 3/8% SUBORDINATED NOTES DUE 2001 The 9 3/8% Subordinated Notes Due 2001 (the "9 3/8% July 1, 2001 Notes") are limited to $200,000,000 aggregate principal amount and will mature on July 1, 2001. The 9 3/8% July 1, 2001 Notes are not redeemable and no sinking fund is provided for the 9 3/8% July 1, 2001 Notes. The 9 3/8% July 1, 2001 Notes bear interest from July 13, 1989 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each January 1 and July 1, commencing January 1, 1990, to the persons in whose names the 9 3/8% July 1, 2001 Notes are registered at the close of business on the fifteenth day of December or June preceding that January 1 and July 1. TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED NOTES DUE 2001 The 9 3/4% Subordinated Notes Due 2001 (the "9 3/4% November 1, 2001 Notes") are limited to $150,000,000 aggregate principal amount and will mature on November 1, 2001. The 9 3/4% November 1, 2001 Notes are not redeemable and no sinking fund is provided for the 9 3/4% November 1, 2001 Notes. The 9 3/4% November 1, 2001 Notes bear interest from March 1, 1991 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each May 1 and November 1, commencing May 1, 1992, to the persons in whose names the 9 3/4% November 1, 2001 Notes are registered at the close of business on the fifteenth day of April or October preceding that May 1 and November 1. TERMS AND PROVISIONS OF 7 1/2% SUBORDINATED NOTES DUE 2003 The 7 1/2% Subordinated Notes Due 2003 (the "7 1/2% February 1, 2003 Notes") are limited to $200,000,000 aggregate principal amount and will mature on February 1, 2003. The 7 1/2% February 1, 2003 Notes are not redeemable and no sinking fund is provided for the 7 1/2% February 1, 2003 Notes. The 7 1/2% February 1, 2003 Notes bear interest from February 2, 1993 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each February 1 and August 1, commencing August 1, 1993, to the persons in whose names the 7 1/2% February 1, 2003 Notes are registered at the close of business on the fifteenth day of January 15 or July 15 preceding that February 1 and August 1. TERMS AND PROVISIONS OF FLOATING RATE SUBORDINATED NOTES DUE 2003 The Floating Rate Subordinated Notes Due 2003 (the "Floating Rate July 15, 2003 Notes") are limited to $150,000,000 aggregate principal amount and will mature on July 15, 2003. The Floating Rate July 15, 2003 Notes are not redeemable and no sinking fund is provided for the Floating Rate July 15, 2003 Notes. The Floating Rate July 15, 2003 Notes bear interest from July 15, 1993 (or from the most recent date on which interest has been paid), payable quarterly in arrears on each January 15, April 15, July 15 and October 15, commencing October 15, 1993, to the persons in whose names the Floating Rate July 15, 1993 Notes are registered at the close of business on the first day of January, April, July or October preceding that January 15, April 15, July 15 and October 15. The per annum interest rate for each period will be reset quarterly based on the greater of (i) LIBOR plus .125% or (ii) 4.35%. TERMS AND PROVISIONS OF FLOATING RATE SUBORDINATED NOTES DUE AUGUST 1, 2003 The Floating Rate Subordinated Notes Due August 1, 2003 (the "Floating Rate August 1, 2003 Notes") are limited to $100,000,000 aggregate principal amount and will mature on August 1, 2003. The Floating Rate August 1, 2003 Notes are not redeemable and no sinking fund is provided for the Floating Rate August 1, 2003 Notes. The Floating Rate August 1, 2003 Notes bear interest from August 5, 1993 (or from the most recent date on which interest has been paid), payable quarterly in arrears on each February 1, May 1, August 1 and November 1, commencing November 1, 1993, to the persons in whose names the Floating Rate August 1, 2003 Notes are registered at the close of business on the fifteenth day of January, April, July or October preceding that February 1, May 1, August 1 and November 1. The per annum interest rate for each period will be reset quarterly based on the greater of LIBOR or 4.50%. 24 25 TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 2004 The 8% Subordinated Notes Due 2004 (the "8% May 15, 2004 Notes") are limited to $150,000,000 aggregate principal amount and will mature on May 15, 2004. The 8% May 15, 2004 Notes are redeemable on any day on or after May 15, 1999 at a redemption price equal to the principal amount and unpaid interest on the notes. No sinking fund is provided for the 8% May 15, 2004 Notes. The 8% May 15, 2004 Notes bear interest from May 15, 1994 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each May 15 and November 15, commencing November 15, 1994, to the persons in whose names the 8% May 15, 2004 Notes are registered at the close of business on the first day of May or November preceding that May 15 and November 15. TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED NOTES DUE 2004 The 7 7/8% Subordinated Notes Due 2004 (the "7 7/8% August 1, 2004 Notes") are limited to $150,000,000 aggregate principal amount and will mature on August 1, 2004. The 7 7/8% August 1, 2004 Notes are redeemable on and after August 1, 1999, at a redemption price equal to their principal amount and unpaid interest. No sinking fund is provided for the 7 7/8% August 1, 2004 Notes. The 7 7/8% August 1, 2004 Notes bear interest from August 10, 1994 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each February 1 and August 1, commencing February 1, 1995, to the persons in whose names the 7 7/8% August 1, 2004 Notes are registered at the close of business on the fifteenth day of January or July preceding that February 1 and August 1. TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE 2005 The 6 1/2% Subordinated Notes Due 2005 (the "6 1/2% August 1, 2005 Notes") are limited to $200,000,000 aggregate principal amount and will mature on August 1, 2005. The 6 1/2% August 1, 2005 Notes are not redeemable and no sinking fund is provided for the 6 1/2% August 1, 2005 Notes. The 6 1/2% August 1, 2005 Notes bear interest from July 27, 1993 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each February 1 and August 1, commencing February 1, 1994, to the persons in whose names the 6 1/2% August 1, 2005 Notes are registered at the close of business on the fifteenth day of January or July preceding that February 1 and August 1. TERMS AND PROVISIONS OF 6 1/4% SUBORDINATED NOTES DUE 2006 The 6 1/4% Subordinated Notes Due 2006 (the "6 1/4% January 15, 2006 Notes") are limited to $200,000,000 aggregate principal amount and will mature on January 15, 2006. The 6 1/4% January 15, 2006 Notes are not redeemable and no sinking fund is provided for the 6 1/4% January 15, 2006 Notes. The 6 1/4% January 15, 2006 Notes bear interest from January 19, 1996 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each January 15 and July 15, commencing July 15, 1996, to the persons in whose names the 6 1/4% January 15, 2006 Notes are registered at the close of business on the first day of January or July preceding that January 15 and July 15. TERMS AND PROVISIONS OF 6 3/4% SUBORDINATED NOTES DUE 2008 The 6 3/4% Subordinated Notes Due 2008 (the "6 3/4% August 15, 2008 Notes") are limited to $200,000,000 aggregate principal amount and will mature on August 15, 2008. The 6 3/4% August 15, 2008 Notes are not redeemable and no sinking fund is provided for the 6 3/4% August 15, 2008 Notes. The 6 3/4% August 15, 2008 Notes bear interest from August 17, 1993 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 1994, to the persons in whose names the 6 3/4% August 15, 2008 Notes are registered at the close of business on the first day of August or February preceding that August 15 and February 15. TERMS AND PROVISIONS OF 6 1/8% SUBORDINATED NOTES DUE 2008 The 6 1/8% Subordinated Notes Due 2008 (the "6 1/8% October 15, 2008 Notes") are limited to $100,000,000 aggregate principal amount and will mature on October 15, 2008. The 6 1/8% October 15, 2008 Notes are not redeemable and no sinking fund is provided for the 6 1/8% October 15, 2008 Notes. 25 26 The 6 1/8% October 15, 2008 Notes bear interest from October 18, 1993 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each April 15 and October 15, commencing August 15, 1994, to the persons in whose names the 6 1/8% October 15, 2008 Notes are registered at the close of business on the first day of April or October preceding that April 15 and October 15. TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE 2009 The 6 1/2% Subordinated Notes Due 2009 (the "6 1/2% January 15, 2009 Notes") are limited to $150,000,000 aggregate principal amount and will mature on January 15, 2009. The 6 1/2% January 15, 2009 Notes are not redeemable and no sinking fund is provided for the 6 1/2% January 15, 2009 Notes. The 6 1/2% January 15, 2009 Notes bear interest from January 15, 1994 (or from the most recent date on which interest has been paid), payable semi-annually in arrears on each January 15 and July 15, commencing January 15, 1994, to the persons in whose names the 6 1/2% January 15, 2009 Notes are registered at the close of business on the first day of January or July preceding that January 15 and July 15. TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A The table set forth below indicates the issuance dates, the maturity dates and the interest rates of the $99,975,000 aggregate principal amount of Subordinated Medium-Term Notes, Series A (the "Old Chase Subordinated Series A Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase Subordinated Series A Notes are not subject to any sinking fund and are not subject to redemption or repayment prior to maturity.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE ------------- ----------- ------------- ----- February 13, 1992......................... $71,675,000 ........ February 13, 1999......................... 8.65% February 19, 1992......................... 4,800,000 ........ February 19, 1999......................... 8.76% February 19, 1992......................... 6,000,000 ........ February 19, 1999......................... 8.77% February 20, 1992......................... 10,000,000 ........ February 22, 1999......................... 8.81% February 24, 1992......................... 7,500,000 ........ February 24, 1999......................... 9.00%
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B The table set forth below indicates the issuance dates, the maturity dates and the interest rates of the $150,000,000 aggregate principal amount of Subordinated Medium-Term Notes, Series B (the "Old Chase Subordinated Series B Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase Subordinated Series B Notes are not subject to any sinking fund and (other than as set forth below) are not subject to redemption or repayment prior to maturity. Unless otherwise indicated below, the redemption price on any Old Chase Subordinated Series B Note that is redeemable is 100% of its principal amount, plus accrued and unpaid interest, if any, to the redemption date.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE ------------- ----------- ------------- ---- July 23, 1992.................. $75,000,000 ......... July 23, 1999.................. 7.58% May 25, 1995................... 25,000,000 ......... May 15, 2010................... 7.625%; redeemable semiannually on or after May 15, 2000 July 19, 1995.................. 25,000,000 ......... July 15, 2010.................. 7.20%; redeemable semiannually on or after July 15, 2000 February 15, 1996.............. 25,000,000 ......... February 15, 2011.............. 6.60%; redeemable semiannually on or after February 15, 2000
26 27 TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES C The table set forth below indicates the issuance dates, the maturity dates and the interest rates of the $75,000,000 aggregate principal amount of Senior Medium-Term Notes, Series C (the "Old Chase Subordinated Series C Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase Subordinated Series C Notes are not subject to any sinking fund and (other than as set forth below) are not subject to redemption or repayment prior to maturity. Unless otherwise indicated below, the redemption price on any Old Chase Subordinated Series C Note that is redeemable is 100% of its principal amount, plus accrued and unpaid interest, if any, to the date of redemption.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE/REDEMPTION TERMS ------------- ----------- ------------- --------------------- June 23, 1995.................. $25,000,000 ......... June 15, 2005.................. 7.05%; redeemable on payment dates on or after June 15, 1998 February 1, 1996............... 25,000,000 ......... February 1, 2011............... 6.75%; redeemable quarterly on or after February 1, 1998 February 1, 1996............... 25,000,000 ......... February 1, 2011............... 6.75%; redeemable quarterly on or after February 1, 1998
PERMANENT GLOBAL OLD CHASE DEBT SECURITIES Certain series of the Old Chase Debt Securities were issued in permanent global form. See "Permanent Global Debt Securities" for a discussion of the rights of beneficial owners of interests in permanent global debt securities. INFORMATION CONCERNING THE TRUSTEES We, the Bank and certain of our other subsidiaries maintain deposits with, and conduct other banking transactions with, the trustees under each of the Old Chase Indentures in the ordinary course of business. U.S. Bank Trust National Association is also trustee under the Company Subordinated Indenture and Bankers Trust Company is also trustee under the Company Senior Indenture. DESCRIPTION OF MHC SUBORDINATED SECURITIES In connection with the merger of Manufacturers Hanover Corporation with and into the Company, we assumed the obligations of Manufacturers Hanover Corporation with respect to certain subordinated debt securities (the "MHC Subordinated Securities"). The following summary of certain provisions of the MHC Subordinated Securities and the indenture under which they were issued (the "MHC Subordinated Indenture") is not complete. You should refer to the MHC Subordinated Indenture, a copy of which is an exhibit to the Registration Statement. Capitalized terms have the meanings assigned to them in the MHC Subordinated Indenture, and the definitions of those terms are incorporated by reference. GENERAL The MHC Subordinated Securities have been issued under an Indenture, dated as of June 1, 1985, as amended (the "MHC Subordinated Indenture"), between the Company and IBJ Schroder Bank & Trust Company, as Trustee (the "MHC Subordinated Trustee"). As noted above, because the Company is a holding company, claims of holders of the MHC Subordinated Securities will generally have a junior position to claims of creditors of the Company's subsidiaries. See "Description of Company Debt Securities -- General" above. The MHC Subordinated Securities have been issued in fully registered form without coupons. The MHC Subordinated Indenture does not restrict our ability to enter into a highly leveraged transaction or provide special protection in the event of such a transaction. In addition, the MHC Subordinated Indenture does not provide special protection in the event of a sudden and dramatic decline in the credit quality of the Company resulting from a takeover, recapitalization or similar restructuring of the Company. 27 28 The MHC Subordinated Securities are direct, unsecured debt obligations of the Company. Payment of the principal of the MHC Subordinated Securities is subject to acceleration only in the event of our bankruptcy, insolvency or reorganization. The MHC Subordinated Indenture does not restrict our ability to incur additional debt (including MHC Senior Indebtedness (as defined below)). Subordination. The MHC Subordinated Securities are subordinated, by their terms, to Senior Indebtedness, and all of our other obligations (including Additional Senior Obligations) to our creditors, other than any obligation that is by its terms expressly stated to be not superior in right of payment to or to rank equally or junior to the MHC Subordinated Securities (collectively, "MHC Senior Indebtedness"). Under the MHC Subordinated Indenture, no payment may be made on the MHC Subordinated Securities in the event: - we have failed to pay all amounts of principal (and premium, if any) and interest, if any, due on all MHC Senior Indebtedness; or - there shall exist any event of default or any event which, with notice or lapse of time or both, would become an event of default on any MHC Senior Indebtedness. In addition, upon our dissolution, winding-up, liquidation or reorganization the holders of MHC Senior Indebtedness will be paid the full amounts of principal (and premium, if any) and interest, if any, before any payment or distribution is made on the MHC Subordinated Securities. Because of the subordination of the MHC Subordinated Securities, in the event of our insolvency, holders of MHC Senior Indebtedness may receive proportionately more, and holders of MHC Subordinated Securities may receive proportionately less, than our other creditors, including holders of Company Subordinated Securities. See "Description of Company Debt Securities -- Company Subordinated Securities". Defaults and Waivers. The MHC Subordinated Indenture defines an Event of Default with respect to any series of MHC Subordinated Securities as: (i) default for 30 days in the payment of any instalment of interest; (ii) default in the payment, when due, of principal (or premium, if any); (iii) default, for 60 days after written notice, in the observance or performance of any other covenants or agreements applicable to that series; and (iv) certain events of insolvency, bankruptcy or reorganization. In case certain events of insolvency with respect to the Company occur and are continuing with respect to any outstanding series of MHC Subordinated Securities designated as Primary Capital Securities (including the 8 1/2% February 15, 1999 Notes referred to below) then, the MHC Subordinated Trustee or the holders of at least 25% in aggregate outstanding principal amount of that series may declare the principal of all MHC Subordinated Securities of that series to be due and payable immediately. However, the declaration may be annulled, and certain past defaults waived, by the holders of not less than a majority in aggregate principal amount of the MHC Subordinated Securities of that series. Holders of any series of MHC Subordinated Securities designated as Primary Capital may not accelerate the maturity of those MHC Subordinated Securities upon the occurrence of an Event of Default, other than upon certain events involving our insolvency, bankruptcy or reorganization. The MHC Subordinated Indenture requires the MHC Subordinated Trustee to, within 90 days after the occurrence of a default with respect to any series, give to the holders of that series notice of all uncured defaults known to it (the term "default" being defined to include the events specified above without grace periods or notice). However, the MHC Subordinated Trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. We are required to furnish to the MHC Subordinated Trustee annually an officers' certificate to the effect that the Company is not in default under any provision of the Indenture. Other than the duty of the MHC Subordinated Trustee to act with the required standard of care during a default, the MHC Subordinated Trustee is not obligated to exercise any of its rights or powers at the request or direction of any of the holders of the MHC Subordinated Securities, unless those holders have offered to the MHC Subordinated Trustee reasonable indemnity. Subject to that requirement for indemnity, the holders of a majority in principal amount of the MHC Subordinated Securities of any series then outstanding may direct the time, method and place of conducting any 28 29 proceeding for any remedy available to, or exercising any trust or power conferred on, the MHC Subordinated Trustee with respect to the MHC Subordinated Securities of that series. Modification of the MHC Subordinated Indenture. We and the MHC Subordinated Trustee may modify or alter the MHC Subordinated Indenture with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the outstanding MHC Subordinated Securities of all series to be affected (voting as one class). However, no such modification or alteration may without the consent of all the holders affected by the modification or alteration: (i) extend the fixed maturity of any MHC Subordinated Security or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon or (ii) reduce the above-stated percentage of holders required to modify or alter the MHC Subordinated Indenture. TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED CAPITAL NOTES DUE 1999 The only series of MHC Subordinated Securities outstanding as of the date of this prospectus is the 8 1/2% Subordinated Capital Notes Due 1999 (the "8 1/2% February 15, 1999 Notes"). The 8 1/2% February 15, 1999 Notes were designated as Primary Capital Securities upon issuance. They are limited to $150,000,000 aggregate principal amount and will mature on February 15, 1999. The 8 1/2% February 15, 1999 Notes are not redeemable prior to maturity and no sinking fund is provided for the 8 1/2% February 15, 1999 Notes. The 8 1/2% February 15, 1999 Notes bear interest from February 24, 1987 (or from the most recent date on which interest was paid), payable semi-annually on each February 15 and August 15, commencing August 15, 1987, to the persons in whose names the 8 1/2% February 15, 1999 Notes are registered at the close of business on the first day of February or August preceding that February 15 or August 15. At maturity, the 8 1/2% February 15, 1999 Notes will be exchanged for Capital Securities of the Company having a Market Value equal to the principal amount of the 8 1/2% February 15, 1999 Notes, except to the extent that we elect to pay in cash the principal amount of the 8 1/2% February 15, 1999 Notes, in whole or in part, from Designated Proceeds. We have Designated Proceeds sufficient to pay the 8 1/2% February 15, 1999 Notes in cash at maturity. INFORMATION CONCERNING THE TRUSTEE We, the Bank and certain of our other subsidiaries maintain deposits with, and conduct other business transactions with, the MHC Subordinated Trustee in the ordinary course of business. PERMANENT GLOBAL DEBT SECURITIES Certain series of the Debt Securities may have been issued as permanent global Debt Securities. Each permanent global Debt Security has been deposited with, or on behalf of, The Depository Trust Company, as depositary (the "Depositary"), or its nominee and registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, permanent global Debt Securities will not be exchangeable for definitive certificated Debt Securities. Ownership of beneficial interests in a permanent global Debt Security will be limited to institutions that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. In addition, ownership of beneficial interests by participants in a permanent global Debt Security will be evidenced only by, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary or its nominee for a permanent global Debt Security. Ownership of beneficial interests in a permanent global Debt Security by persons that hold through participants will be evidenced only by, and the transfer of that ownership interest within that participant will be effected only through, records maintained by that participant. The Depositary has no knowledge of the actual beneficial owners of the Debt Securities. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of those securities in definitive form. Those laws may impair the ability to transfer beneficial interests in a permanent global Debt Security. The Company has been advised by the Depositary that upon the issuance of a permanent global Debt Security and the deposit of that permanent global Debt Security with the Depositary, the De- 29 30 positary will immediately credit, on its book-entry registration and transfer system, the respective principal amounts represented by that permanent global Debt Security to the accounts of its participants. Payment of principal of, and interest on, Debt Securities represented by a permanent global Debt Security registered in the name of or held by the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner and holder of the permanent global Debt Security representing the Debt Securities. The Company has been advised by the Depositary that upon receipt of any payment of principal of, or interest on, a permanent global Debt Security, the Depositary will immediately credit accounts of participants on its book-entry registration and transfer system with payments in amounts proportionate to their respective beneficial interests in the principal amount of that permanent global Debt Security as shown in the records of the Depositary. Payments by participants to owners of beneficial interests in a permanent global Debt Security held through those participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the sole responsibility of those participants, subject to any statutory or regulatory requirements as may be in effect from time to time. None of the Company, the trustees or any other agent of the Company or the trustees will have any responsibility or liability for any aspect of the records of the Depositary, any nominee or any participant relating to, or payments made on account of, beneficial interests in a permanent global Debt Security or for maintaining, supervising or reviewing any of the records of the Depositary, any nominee or any participant relating to those beneficial interests. A permanent global Debt Security is exchangeable for definitive Debt Securities registered in the name of, and a transfer of a permanent global Debt Security may be registered to, any person other than the Depositary or its nominee, only if: (a) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for that permanent global Debt Security or at any time the Depositary ceases to be registered under the Exchange Act; (b) the Company in its sole discretion determines that the permanent global Debt Security shall be exchangeable for definitive Debt Securities in registered form; or (c) there shall have occurred and be continuing an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default under the Debt Securities. Any permanent global Debt Security that is exchangeable pursuant to the preceding sentence will be exchangeable in whole for definitive Debt Securities in registered form, of like tenor and of an equal aggregate principal amount as the permanent global Debt Security, in denominations of $1,000 and integral multiples of $1,000. The definitive Debt Securities will be registered by the registrar in the name or names instructed by the Depositary. It is expected that those instructions may be based upon directions received by the Depositary from its participants with respect to ownership of beneficial interests in the permanent global Debt Security. Any principal and interest will be payable, the transfer of the definitive Debt Securities will be registerable and the definitive Debt Securities will be exchangeable at the corporate trust office of the Bank in the Borough of Manhattan, The City of New York. However, payment of interest may be made at the option of the Company by check mailed to the address of the person entitled to that interest payment as of the record date and as shown on the register for the Debt Securities. Except as provided above, owners of the beneficial interests in a permanent global Debt Security will not be entitled to receive physical delivery of Debt Securities in definitive form and will not be considered the holders of Debt Securities for any purpose under the Indentures. No permanent global Debt Security shall be exchangeable except for another permanent global Debt Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest in a permanent global Debt Security must rely on the procedures of the Depositary and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the permanent global Debt Security or the Indentures. 30 31 The Company understands that, under existing industry practices, in the event that the Company requests any action of holders, or an owner of a beneficial interest in a permanent global Debt Security desires to give or take any action that a holder is entitled to give or take under the Debt Securities or the Indentures, the Depositary would authorize the participants holding the relevant beneficial interests to give or take that action, and those participants would authorize beneficial owners owning through those participants to give or take that action or would otherwise act upon the instructions of beneficial owners owning through them. The Depositary has advised the Company that the Depositary is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. The Depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in those securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Depositary is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary and its participants are on file with the SEC. 31 32 DESCRIPTION OF CAPITAL STOCK The following summary is not complete. You should also refer to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation"), including the Certificates of Designations pursuant to which the outstanding series of our preferred stock, par value $1 per share (the "Preferred Stock") were issued, which is filed as an exhibit to the Registration Statement. You should also refer to the applicable provisions of the General Corporation Law of the State of Delaware. COMMON STOCK As of the date of this prospectus, we are authorized to issue up to 1,500,000,000 shares of Common Stock. At June 30, 1998, we had 881,534,410 shares of Common Stock issued (including 28,620,447 shares held in treasury) and had reserved approximately 148,209,447 shares of Common Stock for issuance under various employee or director incentive, compensation and option plans. Holders of Common Stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available for payment (subject to the rights of holders of the Preferred Stock). Each holder of Common Stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any series of Preferred Stock under the applicable Certificates of Designations and applicable law, all voting rights are vested in the holders of shares of Common Stock. Holders of shares of Common Stock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors and the holders of the remaining shares voting for the election of directors will not be able to elect any directors. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share equally in any of our assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of our outstanding Preferred Stock have received their liquidation preferences in full. The issued and outstanding shares of Common Stock are fully paid and nonassessable. Holders of shares of Common Stock are not entitled to preemptive rights. Shares of Common Stock are not convertible into shares of any other class of capital stock. ChaseMellon Shareholder Services, L.L.C. is the transfer agent, registrar and dividend disbursement agent for the Common Stock. PREFERRED STOCK Under the Certificate of Incorporation, our Board of Directors or a duly authorized committee of our Board of Directors (the "Board of Directors") is authorized, without further stockholder action, to provide for the issuance of up to 200,000,000 shares of Preferred Stock, in one or more series, and to determine the voting powers and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series. Under regulations adopted by the Federal Reserve Board, if the holders of any series of Preferred Stock become entitled to vote for the election of directors because dividends on that series are in arrears (as described below under "Voting Rights"), that series may then be deemed a "class of voting securities." In such a case, a holder of 25% or more of the series (or a holder of 5% or more if that holder would also be considered to exercise a "controlling influence" over the Company) may then be subject to regulation as a bank holding company in accordance with the BHCA. In addition, (i) any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire or retain 5% or more of that series, and (ii) any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 10% or more of that series. 32 33 OUTSTANDING PREFERRED STOCK. As of the date of this prospectus, we have eight series of Preferred Stock issued and outstanding, as described in the table which follows:
STATED VALUE AND OUTSTANDING AT EARLIEST RATE IN EFFECT AT REDEMPTION PRICE JUNE 30, REDEMPTION JUNE 30, PER SHARE(A) SHARES 1998 DATE 1998 ---------------- ------------- -------------- ---------- ----------------- (IN MILLIONS) (IN MILLIONS) 10.50% Cumulative............... 25.00 5.6 140 9/30/1998(b) 10.500 Adjustable Rate, Series L Cumulative.................... 100.00 2.0 200 6/30/1999 5.040(c) Adjustable Rate, Series N Cumulative.................... 25.00 9.1 228 6/30/1999 5.100(c) 9.76% Cumulative................ 25.00 4.0 100 9/30/1999 9.760 10.96% Cumulative............... 25.00 4.0 100 6/30/2000 10.960 10.84% Cumulative............... 25.00 8.0 200 6/30/2001 10.840 Fixed/Adjustable Rate Noncumulative................. 50.00 4.0 200 6/30/2003 4.96(d)
- --------------- (a) Redemption price is price indicated in table, plus includes accrued but unpaid dividends, if any. (b) The 10.50% Cumulative Preferred Stock will be redeemed on September 30, 1998. (c) Floating rates are based on certain money market rates. The minimum and maximum rates are 4.50% and 10.50%, respectively, for each of Adjustable Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N Cumulative Preferred Stock. (d) Dividends on this series for dividend periods commencing on or after July 1, 2003 will be at a floating rate based on certain money market rates (but subject to a minimum rate of 5.46% and a maximum rate of 11.46%). The amount of dividends payable may be adjusted, and the stock may be redeemed earlier than June 30, 2003 in the event of certain amendments to the Internal Revenue Code of 1986, as amended, relating to the dividends received deduction. Ranking. All the outstanding series of Preferred Stock have the same rank. All the outstanding series of Preferred Stock have preference over the Common Stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation or dissolution. Dividends. Dividends payable on each series of outstanding Preferred Stock are payable quarterly, when and as declared by the Board of Directors, on each March 31, June 30, September 30 and December 31. Dividends on all the outstanding series of Preferred Stock, other than the Fixed/ Adjustable Rate Noncumulative Preferred Stock, are cumulative. If we fail to declare a dividend on the Fixed/Adjustable Rate Noncumulative Preferred Stock for any dividend period, holders of that series will have no right to receive a dividend for that dividend period, whether or not we declare dividends on that series for any future dividend periods. No full dividends will be declared or paid on any series of Preferred Stock, unless full dividends for the dividend period commencing after the immediately preceding dividend payment date (and cumulative dividends still owing, if any) have been or contemporaneously are declared and paid on all other series of Preferred Stock which have the same rank as, or rank senior to, that Preferred Stock. When those dividends are not paid in full, dividends will be declared pro rata, so that the amount of dividends declared per share on that series of Preferred Stock and on each other series of Preferred Stock having the same rank as, or ranking senior to, that series of Preferred Stock will in all cases bear to each other the same ratio that accrued dividends per share on that series of Preferred Stock and that other Preferred Stock bear to each other. In addition, generally, unless full dividends, including cumulative dividends still owing, if any, on all outstanding shares of any series of Preferred Stock have been paid, no dividends will be declared or paid on the Common Stock and generally we may not redeem or purchase any Common Stock. No interest, or sum of money in lieu of interest, will be paid in connection with any dividend payment or payments which may be in arrears. Rights Upon Liquidation; Redemption. In the event of our liquidation, dissolution or winding-up, the holders of each outstanding series of Preferred Stock will be entitled to receive liquidating distributions, in the amount set forth opposite such series in the table above, plus accrued and unpaid dividends, 33 34 if any, before any distribution of our assets is made to the holders of our Common Stock. Each of the outstanding series of Preferred Stock is redeemable at our option at a redemption price equal to the redemption price set forth opposite that series in the table above, plus accrued but unpaid dividends, if any. In addition, the shares of the Fixed/Adjustable Rate Noncumulative Preferred Stock may be redeemed earlier than June 30, 2003 in the event of certain amendments to the Internal Revenue Code of 1986, as amended, relating to the dividends received deduction. Voting Rights. If, at the time of any annual meeting of our stockholders, the equivalent of six quarterly dividends payable on any series of outstanding cumulative Preferred Stock is in default, the number of directors constituting our Board of Directors will be increased by two and the holders of all the outstanding Preferred Stock, voting together as a single class, will be entitled to elect those additional two directors at that annual meeting. Each director elected by the holders of shares of the outstanding Preferred Stock will continue to serve as director for the full term for which he or she shall have been elected, even if prior to the end of that term we have paid in full the amount of dividends that had been in arrears. For purposes of this paragraph, "default" means that accrued and unpaid dividends on the applicable series shall be equal to or greater than the equivalent of six quarterly dividends. All series of the outstanding Preferred Stock other than the 10.96% Cumulative Preferred Stock and Adjustable Rate, Series L Cumulative Preferred Stock provide that the affirmative vote of the holders of at least two-thirds of the shares of all outstanding series of Preferred Stock, voting together as a single class without regard to series, will be required to: - create any class or series of stock having a preference over any outstanding series of Preferred Stock; or - alter or change the provisions of the Certificate of Incorporation in a manner that would adversely affect the voting powers or other rights of the holders of a series of Preferred Stock. The 10.96% Cumulative Preferred Stock and Adjustable Rate, Series L Cumulative Preferred Stock each provide as follows: - the consent of holders of at least two-thirds of the outstanding shares of the particular series, voting as a separate class, is required for any amendment of the Certificate of Incorporation that would adversely affect the powers, preferences, privileges or rights of that series; and - the consent of the holders of at least two-thirds of the voting power of that series and each of the series of Preferred Stock having the same rank, voting together as a single class without regard to series, is required to create, authorize or issue, or reclassify any stock into any additional class or series of stock ranking prior to that series as to dividends or upon liquidation, or any other security or obligation convertible into or exercisable for any such prior-ranking stock. Miscellaneous. No series of outstanding Preferred Stock is convertible into shares of our Common Stock or other of our securities. No series of outstanding Preferred Stock is subject to preemptive rights. Transfer Agent and Registrar. ChaseMellon Shareholder Services, L.L.C. is the transfer agent, registrar and dividend disbursement agent for the Preferred Stock and related Depositary Shares, if any (see the description of Depositary Shares below). The registrar for the Preferred Stock will send notices to the holders of the Preferred Stock of any meetings at which such holders will have the right to elect directors or to vote on any other matter. PERMANENT GLOBAL PREFERRED SECURITIES Certain series of the Preferred Stock may have been issued as permanent global securities deposited with the Depositary Trust Company as Depositary ("Global Preferred Securities"). Each Global Preferred Security has been deposited with, or on behalf of the Depositary or its nominee and registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Global Preferred Securities are not exchangeable for definitive certificated Preferred Stock. 34 35 Ownership of beneficial interests in a Global Preferred Security is limited to institutions that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. In addition, ownership of beneficial interests by participants in a Global Preferred Security will be evidenced only by, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary or its nominee for a Global Preferred Security. Ownership of beneficial interests in a Global Preferred Security by persons that hold through participants will be evidenced only by, and the transfer of that ownership interest within such participant will be effected only through, records maintained by that participant. The Depositary has no knowledge of the actual beneficial owners of the Preferred Stock. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a Global Preferred Security. We have been advised by the Depositary that upon the issuance of a Global Preferred Security and the deposit of that Global Preferred Security with the Depositary, the Depositary will immediately credit, on its book-entry registration and transfer system, the respective principal amounts represented by that Global Preferred Security to the accounts of its participants. Payments on the Preferred Stock represented by a Global Preferred Security registered in the name of or held by the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner and holder of the Global Preferred Security representing that Preferred Stock. We have been advised by the Depositary that upon receipt of any payment on a Global Preferred Security, the Depositary will immediately credit accounts of participants on its book-entry registration and transfer system with payments in amounts proportionate to their respective beneficial interests in that Global Preferred Security as shown in the records of the Depositary. Payments by participants to owners of beneficial interests in a Global Preferred Security held through those participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the sole responsibility of those participants, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither we nor any of our agents will be responsible for any aspect of the records of the Depositary, any nominee or any participant relating to, or payments made on account of, beneficial interests in a Global Preferred Security or for maintaining, supervising or reviewing any of the records of the Depositary, any nominee or any participant relating to those beneficial interests. A Global Preferred Security is exchangeable for definitive certificated Preferred Stock registered in the name of, and a transfer of a Global Preferred Security may be registered to, any person other than the Depositary or its nominee, only if: (a) The Depositary notifies us that it is unwilling or unable to continue as Depositary for such Global Preferred Security or at any time the Depositary ceases to be registered under the Exchange Act; or (b) We determine in our discretion that the Global Preferred Security shall be exchangeable for certificated Preferred Stock. Any Global Preferred Security that is exchangeable pursuant to the preceding sentence will be exchangeable in whole for definitive certificated Preferred Stock registered by the registrar in the name or names instructed by the Depositary. We expect that such instructions may be based upon directions received by the Depositary from its participants with respect to ownership of beneficial interests in the Global Preferred Security. Except as provided above, owners of the beneficial interests in a Global Preferred Security will not be entitled to receive physical delivery of certificates representing shares of Preferred Stock and will not be considered the holders of Preferred Stock. No Global Preferred Security shall be exchangeable except for another Global Preferred Security to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest in a Global Preferred Security must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder of Preferred Stock. 35 36 The Company understands that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial interest in a Global Preferred Security desires to give or take any action that a holder of Preferred Stock is entitled to give or take, the Depositary would authorize the participants holding the relevant beneficial interests to give or take that action, and those participants would authorize beneficial owners owning through those participants to give or take that action or would otherwise act upon the instructions of beneficial owners owning through them. A brief description of the Depositary is set forth above under "Permanent Global Debt Securities". EXPERTS The financial statements of the Company incorporated in this prospectus by reference to the Annual Report of the Company on Form 10-K for the year ended December 31, 1997 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting. 36 37 - ------------------------------------------------------ - ------------------------------------------------------ YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS DOCUMENT. ------------------ TABLE OF CONTENTS
PAGE ---- Where You Can Find More Information About the Company............................ 2 The Chase Manhattan Corporation.......... 3 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements........................... 4 Description of Company Debt Securities... 4 Description of Old Chase Debt Securities............................. 19 Description of MHC Subordinated Securities............................. 27 Permanent Global Debt Securities......... 29 Description of Capital Stock............. 32 Experts.................................. 36
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ [CHASE MANHATTAN LOGO] THE CHASE MANHATTAN CORPORATION DEBT SECURITIES PREFERRED STOCK WARRANTS -------------------- PROSPECTUS -------------------- AUGUST 21, 1998 - ------------------------------------------------------ - ------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----