-----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, SO8BKsupamviT0iKmNxKwVs3gJRZcUeRLtNl2L4yf31sr5AiaGMlqiliZJpIYH3t h8IoJFzIOqUwXadPSSokTA== 0000950123-99-001279.txt : 19990218 0000950123-99-001279.hdr.sgml : 19990218 ACCESSION NUMBER: 0000950123-99-001279 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREN CAPITAL CORP CENTRAL INDEX KEY: 0000945770 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364019175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-50882 FILM NUMBER: 99543615 BUSINESS ADDRESS: STREET 1: 77 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3125746000 MAIL ADDRESS: STREET 1: 77 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: CAPMARC INC DATE OF NAME CHANGE: 19950713 FORMER COMPANY: FORMER CONFORMED NAME: NS SECURITIES INC DATE OF NAME CHANGE: 19950525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under Information Statement Pursuant to Rules 13d-1 and 13d-2 Under The Securities Exchange Act of 1934 (Amendment No. 1 ) Everen Capital Corporation (Name Of Issuer) Common Stock (Title of Class of Securities) 299761106 (Cusip Number) (Continued on the following page(s)) Page 1 of 6 Pages 2 CUSIP No. 299761106 13G Page 2 of 6 Pages Everen Capital Corporation 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON. The Chase Manhattan Corporation - CMC For Everen CapitalCorporation Master Trust(the "Plan") and Trust Administered by the The Chase Manhattan Bank - CMB 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Chase Manhattan Corporation - Delaware The Chase Manhattan Bank - New York NUMBER 5 SOLE VOTING POWER OF None SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY CMC - 18,165,155 EACH CMB - 18,165,155 REPORTING Plan - 18,165,155 PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER CMC - 18,165,155 CMB - 18,165,155 Plan - 18,165,155 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CMC - 18,165,155 CMB - 18,165,155 Plan - 18,165,155 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 CMC - 52.2% CMB - 52.2% Plan - 52.2% 12 TYPE OF PERSON REPORTING* CMC - HC CMB - BK Plan - ESOP * SEE INSTRUCTION BEFORE FILLING OUT! 3 Item 1(a).Name of Issuer: Everen Capital Corporation Item 1(b).Address of Issuer's: 77 West Wacker Chicago, Illinois 60601 Offices Item 2(a). Name of Person Filing: This notice is filed by The Chase Manhattan Corporation (CMC) and its wholly owned subsidiary, The Chase Manhattan Bank (CMB ) Item 2(b). Address of Principal Business CMC: 270 Park Avenue Office: New York, NY 10017 CMB: 270 Park Avenue New York, NY 10017 Item 2(c). Citizenship: CMC - Delaware CMB - New York Item 2(d). Title of Class of Securities: Common Shares Item 2(e). CUSIP Number: 299761106 Page 3 of 6 4 EVEREN CAPITAL CORPORATION Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [X] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [X] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)]. (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h) [ ] Group, in accordance with Section 240.13d-1(ii)(H). Item 4. Ownership: (a) Amount Beneficially Owned: CMC - 18,165,155 As of December 31, 1998 CMB - 18,165,155 Plan - 18,165,155 (b) Percent of Class: CMC - 52.2 % CMB - 52.2 % Plan - 52.2 % (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: The Plan and Trust created pursuant thereto share the power to dispose or direct the disposition of 18,165,155 shares of Common Stock. Chase and CMC share the power to dispose or direct the disposition of 0 shares of Common Stock. Page 4 of 6 5 EVEREN CAPITAL CORPORATION (iii) Sole power to dispose or to direct the disposition of: None (iv) Shared power to dispose or to direct the disposition of: The Plan and Trust created pursuant thereto share the power to dispose or direct the disposition of 18,165,155 shares of Common Stock. Chase and CMC share the power to dispose or direct the disposition of 0 shares of Common Stock. The 18,165,155 shares of Common Stock are held in the Trust created pursuant to the Everen Capital Corporation 401(k) and Employee Stock Ownership Trust Agreement and dated April 1, 1997, and as subsequently ammended between Chase as the Master Trustee (the Master Trustee) and Everen Corporation, for the benefit of Participants in the Plan (Trust). Except as set forth below, the Master Trustee is obligated, under the terms of the Trust and the terms of the Plan, to vote, tender or exchange and Common Stock beneficially owned by the Trust as directed by Participants in the Plan(the Participants). For this purpose, each Participant acts in the capacity of a named Fiduciary with respect to all shares of Common Stock as to which such Participant has the rights of direction with respect to voting, exchange and any other rights appurtenant to such stock. Under the terms of the Trust, The Master Trustee will vote shares of Common Stock allocated to the accounts of Participants in accordance with the instructions given by such Participants. Unallocatted shares of Common Stock, together with any allocated shares for which no instructions are received, are voted by the Master Trustee in the same proportion as the shares of Common Stock for which instructions are received. The administrators of the Plan may cause the Master Trustee to dispose of shares of Common Stock under certain limited circumstances The actions of the Master Trustee under the terms of the Trust, including but not limited to the provisions described above, are subject to the requirements of ERISA. Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Item 7. Identification and Classification of the Subsidiary Which Holds the Security Being Reported on by the Parent Holding Company: Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both CMC and its subsidiary, CMB. In lieu of attaching an exhibit hereto, the identity of CMB is as set forth on the cover page hereof. CMB is classified as a Bank, 6 as such term is defined in Section (3) (a) (6) of the Securities Exchange Act of 1934, as amended, Item 8. Identification and Classification of Members of this Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Page 5 of 6 7 EVEREN CAPITAL CORPORATION Item 10. Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and did not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: Februray 16, 1999 The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION /S/ Stuart A. Ruggles /S/ Anthony J. Horan - ---------------------------- ------------------------------- Stuart A. Ruggles Anthony J. Horan Trust Compliance Officer Corporate Secretary Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----