-----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, C6csuc9gJ6Ei5BkEG2Ub2CYhTe8dtwtBOZDSsYUoIqNWFiQq/IVArrUqJZJMhyuv hOTg9XD+bXwIUFfRIOmtWg== 0000950123-99-010674.txt : 19991206 0000950123-99-010674.hdr.sgml : 19991206 ACCESSION NUMBER: 0000950123-99-010674 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991203 GROUP MEMBERS: BRIDGE ACQUISITION CORP GROUP MEMBERS: CHASE MANHATTAN CORP /DE/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-50083 FILM NUMBER: 99768179 BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 14D1/A 1 AMENDMENT NO. 4 ON SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 ------------------------ HAMBRECHT & QUIST GROUP (NAME OF SUBJECT COMPANY) BRIDGE ACQUISITION CORPORATION THE CHASE MANHATTAN CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 406545103 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ WILLIAM H. MCDAVID, ESQ. GENERAL COUNSEL THE CHASE MANHATTAN CORPORATION 270 PARK AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 270-6000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPY TO: LEE MEYERSON, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 ------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule 14D-1 (as amended, the "Schedule 14D-1"), relating to the offer by Bridge Acquisition Corporation, a Delaware corporation ("Purchaser"), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Hambrecht & Quist Group, a Delaware corporation (the "Company"), at a purchase price of $50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 4, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended from time to time, constitute the "Offer"). Purchaser is a subsidiary of The Chase Manhattan Corporation, a Delaware corporation ("Parent"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On December 2, 1999, The Chase Manhattan Corporation issued a press release announcing that the Board of Governors of the Federal Reserve System has approved the acquisition of Hambrecht & Quist Group by Chase. The press release further announces that, as a result of the receipt of this approval, Chase currently anticipates that there will be no further extension of the tender offer beyond the currently scheduled expiration time of midnight on December 8, 1999, if at that time at least 90% of the issued and outstanding shares of Hambrecht & Quist Group common stock have been validly tendered and not withdrawn. Payment for tendered shares will be made, subject to the terms and conditions of the tender offer, promptly after the expiration time. The full text of the press release is set forth in Exhibit (a)(12) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Items 10(b), (c) and (f) of the Schedule 14D-1 are hereby amended and supplemented as follows: The information provided in this Amendment No. 4 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(12) Press release issued by The Chase Manhattan Corporation on December 2, 1999. 2 3 SIGNATURE After due inquiry and to the best of our knowledge and belief, we hereby certify that the information set forth in this Statement is true, complete and correct. THE CHASE MANHATTAN CORPORATION By: /s/ WILLIAM H. MCDAVID ------------------------------------ Name: William H. McDavid Title: General Counsel BRIDGE ACQUISITION CORPORATION By: /s/ WILLIAM H. MCDAVID ------------------------------------ Name: William H. McDavid Title: Vice President and Secretary Date: December 2, 1999 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(12) Press release issued by The Chase Manhattan Corporation on December 2, 1999.
4 EX-99.A.12 2 PRESS RELEASE 1 Exhibit (a)(12) FOR IMMEDIATE RELEASE Investor Contact: John Borden Media Contacts: James Finn (212) 270-7318 (212) 270-7438 John Meyers (212) 270-7454 CHASE ANNOUNCES FEDERAL RESERVE BOARD APPROVAL FOR THE ACQUISITION OF HAMBRECHT & QUIST New York, December 2, 1999 -- The Chase Manhattan Corporation (NYSE: CMB) announced today that the Board of Governors of the Federal Reserve System has approved the acquisition of Hambrecht & Quist Group by Chase. The acquisition is being effected by a tender offer for all of the outstanding shares of common stock of Hambrecht & Quist Group. As a result of the receipt of this approval, Chase currently anticipates that there will be no further extension of the tender offer beyond the currently scheduled expiration time of midnight on December 8, 1999, if at that time at least 90% of the issued and outstanding shares of Hambrecht & Quist Group common stock have been validly tendered and not withdrawn. Payment for tendered shares will be made, subject to the terms and conditions of the tender offer, promptly after the expiration time. As of 4:00 p.m. EST on December 2, 1999, approximately 21.1 million shares of Hambrecht & Quist Group common stock, representing approximately 70.6% on a fully-diluted basis and approximately 85.1% on an issued and outstanding basis, had been validly issued and not withdrawn. The Chase Manhattan Corporation, with more than $370 billion in assets, is one of the world's premier financial services institutions, with operations in 48 countries around the globe. Chase has a top-tier ranking in all areas of investment banking, private banking, trading and global markets activities as well as information and transaction processing. Chase is a leading provider of financial solutions to large corporations, financial institutions, government entities, middle market firms, small businesses and individuals, and has relationships with more than 30 million consumers across the United States through products and services such as credit cards, mortgages, online banking, debit cards, deposit products and auto loans. Chase can be reached on the Web at www.chase.com. -----END PRIVACY-ENHANCED MESSAGE-----