Exhibit 99.5
[CHEMICAL LOGO]
CHEMICAL BANKING CORPORATION
270 Park Avenue, New York, New York 10017-2036
October 31, 1995
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of
Chemical Banking Corporation which will be held at the Starlight Roof of The
Waldorf-Astoria Hotel, located at 301 Park Avenue, New York, New York, at 10:00
a.m., New York time, on December 11, 1995.
At the special meeting, stockholders will be asked to approve and adopt an
Agreement and Plan of Merger providing for a merger of The Chase Manhattan
Corporation with and into Chemical, with the combined entity adopting the Chase
name.
The merger will create a premier global financial services company that
will rank as the largest banking institution in the United States, with
approximately $300 billion in assets, an estimated 25 million retail customers
and leadership positions in corporate banking, global finance and other major
business lines. We believe that the combination of the two companies represents
a unique strategic fit, with complementary product capabilities and market
coverage and with the scale necessary to support expansion and technological
enhancements in all major service areas. By consolidating operations and
eliminating redundant costs, the combined entity will also be able to achieve
significant cost savings which will enhance earnings.
The proposed merger is described in the accompanying Joint Proxy
Statement/Prospectus and its annexes. Please read all of these materials
carefully.
THE CHEMICAL BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER IS IN THE
BEST INTERESTS OF CHEMICAL AND ITS STOCKHOLDERS. ACCORDINGLY, THE BOARD HAS, BY
UNANIMOUS VOTE OF ALL DIRECTORS PRESENT, APPROVED THE MERGER AND RELATED
TRANSACTIONS AND RECOMMENDS THAT YOU VOTE IN FAVOR OF THE MERGER AT THE SPECIAL
MEETING.
At the special meeting, you will also be asked to approve an amendment and
restatement of Chemical's certificate of incorporation to increase the number of
authorized shares of Chemical's common stock from 400 million to 750 million
shares (in order to have a sufficient number of shares of common stock to effect
the merger and for other corporate purposes) and to make certain other technical
amendments. The Board of Directors of Chemical recommends that you also vote in
favor of this proposal.
Because of the significance of these matters to Chemical, your
participation in the special meeting, in person or by proxy, is especially
important. We hope you will be able to attend the meeting. However, whether or
not you anticipate attending in person, we urge you to complete, sign and return
the enclosed proxy card promptly to ensure that your shares will be represented
at the special meeting. Please note that an abstention or failure to vote will
have the same effect as a vote against the merger and the other matters
described above.
If you do attend the special meeting, you will, of course, be entitled to
vote in person. You may obtain an admission ticket for the meeting by using the
ticket request form on the last page of the Joint Proxy Statement/Prospectus.
Thank you and I look forward to seeing you at the meeting.
Sincerely,
/s/ Walter V. Shipley
Walter V. Shipley
Chairman of the Board and
Chief Executive Officer