-----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, RcI0l/TjAVeYcjr4ob11laKfHf0IDt1V4tVLXyf8Iuw7vZhQm0rzfQ73Gc+pa2cS bUik9D5hiB8kwCfDUlLy3Q== 0000950123-96-001170.txt : 19960319 0000950123-96-001170.hdr.sgml : 19960319 ACCESSION NUMBER: 0000950123-96-001170 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960318 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL BANKING CORP CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-05805 FILM NUMBER: 96535896 BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 8-A12B 1 FORM 8-A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Chemical Banking Corporation (To Be Renamed The Chase Manhattan Corporation) (Exact name of registrant as specified in its charter) Delaware 13-2624428 (State of incorporation or organization) (I.R.S. Employer Identification No.) 270 Park Avenue, New York, New York 10017 (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / 2 Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ 10-1/2% Cumulative Preferred Stock New York Stock Exchange, Inc. 9.76% Cumulative Preferred Stock New York Stock Exchange, Inc. 10.84% Cumulative Preferred Stock New York Stock Exchange, Inc. 9.08% Cumulative Preferred Stock New York Stock Exchange, Inc. 8-1/2% Cumulative Preferred Stock New York Stock Exchange, Inc. 8.32% Cumulative Preferred Stock New York Stock Exchange, Inc. 8.40% Cumulative Preferred Stock New York Stock Exchange, Inc. Adjustable Rate Cumulative New York Stock Exchange, Inc. Preferred Stock, Series N
Securities to be registered pursuant to Section 12(g) of the Act: - -------------------------------------------------------------------------------- None (Title of Class) ================================================================================ 3 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The series of preferred stock of Chemical Banking Corporation (the "Registrant") to be registered hereunder (collectively, the "Merger Preferred Stock") are as follows: the 10-1/2% Cumulative Preferred Stock (the "10-1/2% Preferred"), the 9.76% Cumulative Preferred Stock (the "9.76% Preferred"), the 10.84% Cumulative Preferred Stock (the "10.84% Preferred"), the 9.08% Cumulative Preferred Stock (the "9.08% Preferred"), the 8- 1/2% Cumulative Preferred Stock (the "8-1/2% Preferred"), the 8.32% Cumulative Preferred Stock (the "8.32% Preferred"), the 8.40% Cumulative Preferred Stock (the "8.40% Preferred") and the Adjustable Rate Cumulative Preferred Stock, Series N (the "Series N Preferred"). Effective March 31, 1996, The Chase Manhattan Corporation ("Chase") will merge with and into the Registrant. The Registrant will be the surviving corporation in such merger and will continue its corporate existence under Delaware law under the name "The Chase Manhattan Corporation." In connection with such merger, (i) each share of Preferred Stock, 10-1/2% Series G, of Chase will be converted into one share of 10-1/2% Preferred; (ii) each share of Preferred Stock, 9.76% Series H, of Chase will be converted into one share of 9.76% Preferred; (iii) each share of Preferred Stock, 10.84% Series I, of Chase will be converted into one share of 10.84% Preferred; (iv) each share of Preferred Stock, 9.08% Series J, of Chase will be converted into one share of 9.08% Preferred; (v) each share of Preferred Stock, 8-1/2% Series K, of Chase will be converted into one share of 8-1/2% Preferred; (vi) each share of Preferred Stock, 8.32% Series L, of Chase will be converted into one share of 8.32% Preferred; (vii) each share of Preferred Stock, 8.40% Series M, of Chase will be converted into one share of 8.40% Preferred; and (viii) each share of Preferred Stock, Adjustable Rate Series N, of Chase will be converted into one share of Series N Preferred. A description of the Merger Preferred Stock is set forth under the captions "Description of Capital Stock -- Description of Chemical Existing Preferred Stock" and "-- Description of Chemical Merger Preferred Stock" in the Joint Proxy Statement/Prospectus dated October 31, 1995 included in the Registration Statement of Chemical Banking Corporation on Form S- 4 (Registration No. 33-63833) and is incorporated herein by reference. ITEM 2. EXHIBITS. 1 Restated Certificate of Incorporation of Chemical Banking Corporation (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K dated December 31, 1993 of Chemical Banking Corporation) 4 2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock, Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit 2 of the Registration Statement on Form 8-A dated June 6, 1994 of Chemical Banking Corporation) 3 Form of Restated Certificate of Incorporation of Chemical Banking Corporation (incorporated by reference to Exhibit 5 of the Registration Statement on Form 8-A dated March 13, 1996 of Chemical Banking Corporation (with respect to common stock subscription warrants)) 4 By-laws of Chemical Banking Corporation, as amended (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of Chemical Banking Corporation) - 2 - 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. CHEMICAL BANKING CORPORATION (To Be Renamed The Chase Manhattan Corporation) DATED: March 13, 1996 By: /s/ John B. Wynne ----------------- Name: John B. Wynne Title: Secretary - 3 - 6 EXHIBIT INDEX
Exhibit No. Description Page No. - ----------- ----------- -------- 1 Restated Certificate of Incorporation of Chemical Banking Corporation (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K dated December 31, 1993 of Chemical Banking Corporation) 2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock, Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit 2 of the Registration Statement on Form 8-A dated June 6, 1994 of Chemical Banking Corporation) 3 Form of Restated Certificate of Incorporation of Chemical Banking Corporation (incorporated by reference to Exhibit 5 of the Registration Statement on Form 8-A dated March 13, 1996 of Chemical Banking Corporation (with respect to common stock subscription warrants)) 4 By-laws of Chemical Banking Corporation, as amended (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of Chemical Banking Corporation)
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