Exhibit 99.7
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081-0001
[CHASE LOGO]
October 31, 1995
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of
The Chase Manhattan Corporation, to be held in the auditorium in Chase's
headquarters building, located at 1 Chase Manhattan Plaza, New York, New York,
at 1:30 p.m., New York time, on December 11, 1995.
At the special meeting, holders of Chase's common stock will be asked to
adopt an Agreement and Plan of Merger providing for a merger with Chemical
Banking Corporation. In the Merger, (1) each outstanding share of Chase Common
Stock would be exchanged for 1.04 shares of Chemical Common Stock and (2) each
outstanding share of Chase Preferred Stock would be exchanged for one share of
Chemical Preferred Stock having substantially the same terms. The name of the
combined corporation will be "The Chase Manhattan Corporation".
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. Your Board of Directors and management 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 necessary to grow
revenue 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. You are urged to read all of these
important materials carefully.
THE BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER IS IN THE BEST
INTERESTS OF CHASE AND ITS STOCKHOLDERS. ACCORDINGLY, THE BOARD HAS, BY
UNANIMOUS VOTE OF ALL DIRECTORS PRESENT, APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
MERGER AT THE SPECIAL MEETING.
Because of the significance of these matters to Chase, your participation
in the special meeting, in person or by proxy, is especially important. I hope
you will be able to attend the meeting. However, whether or not you anticipate
attending in person, on behalf of Chase and your fellow stockholders, I urge you
to complete, sign and return the enclosed proxy card promptly to ensure that
your shares will be represented at the special meeting. If you do attend the
special meeting, you will, of course, be entitled to vote in person. Please note
that an abstention or failure to vote will have the same effect as a vote
against the merger.
I look forward to seeing you at the meeting.
Thank you.
Sincerely,
/s/ Thomas G. Labrecque
Thomas G. Labrecque
Chairman of the Board and
Chief Executive Officer