AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1998
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-64261
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-49965
POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT NO. 33-57104
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-47105
POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT NO. 33-45228
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-15230
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-13062
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 2-98344
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-15266
POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRATION STATEMENT NO. 33-20950
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-40485
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-45266
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-58144
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-55295
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN CORPORATION
(EXACT NAME OF REGISTRANT, AS SPECIFIED IN CHARTER)
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY J. HORAN
CORPORATE SECRETARY
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
NEILA B. RADIN, ESQ.
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
(continued on next page)
================================================================================
(continued from previous page)
CALCULATION OF REGISTRATION FEE
(1) If any Debt Securities are issued at an original issue discount, then such
greater principal amount as shall result in an aggregate initial offering
price of $3,000,000,000. In no event will the aggregate initial offering
price of Debt Securities, Debt Warrants, Preferred Stock, Depositary Shares,
Preferred Stock Warrants, Common Stock, Common Stock Warrants and Currency
Warrants issued under this Registration Statement and not previously
registered under the Securities Act of 1933, as amended (the "Securities
Act"), exceed $3,000,000,000 or the equivalent thereof in one or more
foreign currencies or composite currencies, including European Currency
Units.
(2) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act.
(3) The proposed maximum offering price per unit or share will be determined
from time to time by the Registrant in connection with, and at the time of,
the issuance by the Registrant of the securities registered hereunder.
(4) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457(o) of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act.
(5) Such indeterminate number of Depositary Shares to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement. In the event the Registrant
elects to offer to the public fractional interests in shares of the
Preferred Stock registered hereunder, Depositary Receipts will be
distributed to those persons purchasing such fractional interests and such
shares will be issued to the Depositary under the Deposit Agreement.
(6) No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, other
securities registered hereunder.
(7) This Registration Statement also covers an indeterminate amount of Debt
Securities and Warrants that may be offered by affiliates of the Registrant,
including Chase Securities Inc., in connection with offers and sales related
to secondary market transactions in securities that have previously been
registered by the Registrant or its predecessors pursuant to the
below-referenced registration statements. Accordingly, this Registration
Statement constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 33-64261, Post-Effective Amendment No. 3 to Registration
Statement No. 33-49965, Post-Effective Amendment No. 5 to Registration
Statement No. 33-57104, Post-Effective Amendment No. 4 to Registration
Statement No. 33-47105, Post-Effective Amendment No. 5 to Registration
Statement No. 33-45228, Post-Effective Amendment No. 4 to Registration
Statement No. 33-15230, Post-Effective Amendment No. 4 to Registration
Statement No. 33-13062, Post-Effective Amendment No. 4 to Registration
Statement No. 2-98344, Post-Effective Amendment No. 3 to Registration
Statement No. 33-15266, Post-Effective Amendment No. 6 to Registration
Statement No. 33-20950, Post-Effective Amendment No. 4 to Registration
Statement No. 33-40485, Post-Effective Amendment No. 3 to Registration
Statement No. 33-45266, Post-Effective Amendment No. 3 to Registration
Statement No. 33-58144 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-55295.
(8) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act, this Registration Statement
contains a Prospectus that also relates to the $1,227,469,086 of Debt
Securities, Debt Warrants, Preferred Stock, Depositary Shares, Preferred
Stock Warrants, Common Stock, Common Stock Warrants and Currency Warrants
registered on the Registration Statement on Form S-3 (No. 33-64261)
(relating to an aggregate $3,000,000,000 of debt securities, debt warrants,
preferred stock, depositary shares, preferred stock warrants, common stock,
common stock warrants and currency warrants) previously filed by the
Registrant and declared effective on December 18, 1996 and as to which a
filing fee of $1,034,483 was paid. This Registration Statement constitutes
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-3 (No. 33-64261) and such Post-Effective Amendment shall hereafter
become effective concurrently with the effectiveness of this Registration
Statement and in accordance with Section 8(c) of the Securities Act.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
The second prospectus filed with this Registration Statement is a form of
market maker prospectus intended for use by direct or indirect wholly-owned
subsidiaries of The Chase Manhattan Corporation, including Chase Securities
Inc., in connection with offers and sales related to secondary market
transactions in debt securities, preferred stock and warrants that have been
previously registered by The Chase Manhattan Corporation or its predecessors
under the Securities Act of 1933 pursuant to the above-referenced registration
statements and in certain debt securities, preferred stock and warrants that are
initially offered and sold by or on behalf of The Chase Manhattan Corporation
after the effective date of this Registration Statement. The market maker
prospectus is in addition to, and not in substitution for, the prospectuses
relating to the above-referenced registration statements currently on file with
the Securities and Exchange Commission.
[Chase Manhattan Logo]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
------------------------
WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
------------------------
THIS PROSPECTUS IS DATED , 1998
SUMMARY
This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the terms
of our securities, you should carefully read this document with the attached
prospectus supplement that together give the specific terms of the securities we
are offering. You should also read the documents we have referred you to in
"Where You Can Find More Information About The Company" on page 5 for
information on our company and our financial statements. Certain capitalized
terms used in this summary are defined elsewhere in this prospectus.
THE CHASE MANHATTAN CORPORATION
Our company is a registered bank holding company. Through various
subsidiaries, we conduct domestic and international financial services
businesses. At March 31, 1998, we were the largest banking institution in the
United States, with $366 billion in assets and $22 billion in stockholders'
equity.
Our principal bank subsidiaries are The Chase Manhattan Bank, headquartered
in New York, Chase Manhattan Bank USA, National Association, headquartered in
Delaware, and Chase Bank of Texas, National Association, headquartered in Texas.
Our principal non-bank subsidiary is Chase Securities Inc., which is engaged in
securities underwriting and dealing.
On March 31, 1996, The Chase Manhattan Corporation merged into Chemical
Banking Corporation, which changed its name to "The Chase Manhattan
Corporation." The merger was accounted for as a pooling-of-interests. Therefore,
the information in this prospectus, the accompanying prospectus supplement and
the other documents we file with the SEC is stated on a combined basis as if the
merger had been in effect for all periods presented.
THE SECURITIES WE MAY OFFER
This prospectus is part of a registration statement (No. 333- ) (the
"Registration Statement") that we filed with the SEC utilizing a "shelf"
registration process. Under this shelf process, we may offer from time to time
up to $4,227,469,086 of any of the following securities, either separately or in
units: debt, preferred stock, depositary shares, common stock and warrants. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
DEBT SECURITIES
We may offer unsecured general obligations of our company, which may be
senior (the "Senior Securities") or subordinated (the "Subordinated
Securities"). The Senior Securities and the Subordinated Securities are together
referred to in this prospectus as the "Debt Securities". The Senior Securities
will have the same rank as all of our other unsecured, unsubordinated debt. The
Subordinated Securities will be entitled to payment only after payment on our
Senior Indebtedness (as described below). In addition, under certain
circumstances relating to our insolvency or a similar event, the Subordinated
Securities will be entitled to payment only after the payment of claims relating
to Additional Senior Obligations (as described below).
The Senior Securities will be issued under an indenture between us and
Bankers Trust Company, as trustee. The Subordinated Securities will be issued
under an indenture between us and U.S. Bank Trust National Association, as
trustee. We have summarized certain general features of the Debt Securities from
the indentures. We encourage you to read the indentures (which are exhibits to
the Registration Statement) and our recent periodic and current reports that we
file with the SEC. Directions on how you can get copies of these reports are
provided on page 5.
We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the Debt Securities
will generally have a junior position to claims of creditors of our subsidiaries
(except to the extent that our company is recognized as a creditor of those
subsidiaries). Claims of creditors of our subsidiaries other than our company
include substantial amounts of long-term debt, deposit liabilities, federal
funds purchased, securities sold under
2
repurchase agreements, commercial paper and other short-term borrowings.
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED SECURITIES
- Neither indenture limits the amount of debt that we may issue or provides
holders any protection should there be a highly leveraged transaction,
recapitalization or restructuring involving our company.
- The indentures allow us to merge or consolidate with another company, or
to sell all or substantially all of our assets to another company. If
these events occur, the other company will be required to assume our
responsibilities relating to the Debt Securities, and we will be released
from all liabilities and obligations.
- The indentures provide that holders of a majority of the total principal
amount of outstanding Debt Securities of any series may vote to change
certain of our obligations or certain of your rights concerning the Debt
Securities of that series. However, to change the amount or timing of
principal, interest or other payments under the Debt Securities, every
holder in the series must consent.
- If an Event of Default (as described below) occurs with respect to any
series of Debt Securities, the trustee or holders of 25% of the
outstanding principal amount of that series may declare the principal
amount of the series immediately payable. However, holders of a majority
of the principal amount may rescind this action.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR SECURITIES
We have agreed in the indenture relating to the Senior Securities that we
and our subsidiaries will not sell voting stock of The Chase Manhattan Bank, and
that The Chase Manhattan Bank will not issue its voting stock, unless the sale
or issuance is for fair market value and we and our subsidiaries would own at
least 80% of the voting stock of The Chase Manhattan Bank following the sale or
issuance. This covenant would not prevent us from completing a merger,
consolidation or sale of substantially all of our assets. In addition, this
covenant would not prevent the merger or consolidation of The Chase Manhattan
Bank into another domestic bank if our company and its subsidiaries would own at
least 80% of the voting stock of the successor entity after the merger or
consolidation.
If we satisfy certain conditions in the indenture relating to the Senior
Securities, we may discharge that indenture at any time by depositing with the
trustee sufficient funds or government obligations to pay the Senior Securities
when due.
Events of Default. The indenture relating to the Senior Securities
provides that the following are events of default:
- Interest not paid for 30 days after due date.
- Principal or premium not paid when due.
- Sinking fund payment not paid for 5 days after due date.
- Covenant breach continues for 60 days after notice.
- Principal payment default on debt (including Senior Securities of other
series) having an aggregate principal amount of more than $25,000,000 is
not rescinded within 30 days after notice.
- Acceleration of more than $25,000,000 aggregate principal amount of debt
(including Senior Securities of other series) is not rescinded within 30
days after notice.
- Occurrence of certain bankruptcy or insolvency events.
- Occurrence of any other event of default specified in the prospectus
supplement.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SUBORDINATED SECURITIES
The Subordinated Securities will be subordinated to all "Senior
Indebtedness", which includes all indebtedness for money borrowed by us, except
indebtedness that is stated to be not superior to, or to have the same rank as,
the Subordinated Securities. At March 31, 1998, approximately $4.2 billion of
Senior Indebtedness was outstanding.
In an insolvency of or similar event relating to our company, creditors
holding "Additional Senior Obligations" would also be entitled to full payment
before any amounts could be distributed to holders of the Subordinated
Securities. Additional Senior Obligations include indebtedness for claims under
derivative products, including interest, foreign exchange and commodity
contracts, but excluding claims under Senior Indebtedness or claims under
3
obligations having the same rank as, or ranking junior to, the Subordinated
Securities. At March 31, 1998, approximately $5.4 billion of Additional Senior
Obligations were outstanding.
Events of Default. The indenture relating to the Subordinated Securities
provides that the following are events of default:
- Occurrence of certain bankruptcy or insolvency events.
- Occurrence of any other event of default specified in the prospectus
supplement.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $1 per share in one or more
series (the series being offered are referred to as "Preferred Stock"). We will
determine the dividend, voting, conversion and other rights of the series being
offered and the terms and conditions relating to its offering and sale at the
time of the offer and sale. We may also issue fractional shares of Preferred
Stock that will be represented by Depositary Shares and Depositary Receipts.
COMMON STOCK
We may issue our common stock, par value $1 per share (the "Common Stock").
Holders of Common Stock are entitled to receive dividends when declared by the
Board of Directors (subject to rights of preferred stock holders). Each holder
of Common Stock is entitled to one vote per share. The holders of Common Stock
have no preemptive rights or cumulative voting rights.
WARRANTS
We may issue warrants for the purchase of Debt Securities, Preferred Stock
or Common Stock ("Securities Warrants"). We may also issue warrants for the cash
value in U.S. dollars of the right to purchase or sell foreign or composite
currencies ("Currency Warrants"). We may issue warrants independently or
together with other securities.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The consolidated ratios of earnings to fixed charges and the ratios of
earnings to combined fixed charges and preferred stock dividend requirements are
as follows:
For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one-third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one-third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest.
4
WHERE YOU CAN FIND MORE INFORMATION
ABOUT THE COMPANY
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 23,
1998, March 17, 1998, April 21, 1998 and May 20, 1998;
(d) The descriptions of our Common Stock and Preferred Stock contained in
our Registration Statements filed under Section 12 of the Securities Exchange
Act of 1934.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Office of the Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
212-270-4040
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT. WE HAVE AUTHORIZED NO
ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF
THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.
5
THE CHASE MANHATTAN CORPORATION
GENERAL
The Chase Manhattan Corporation (the "Company", which may be referred to as
"we" or "us") is a bank holding company registered under the Bank Holding
Company Act of 1956. We were organized as a Delaware corporation in 1968. As of
March 31, 1998, we were the largest banking institution in the United States,
with $366 billion in assets and $22 billion in stockholders' equity.
We conduct domestic and international financial services businesses through
various bank and non-bank subsidiaries. Our principal bank subsidiaries are The
Chase Manhattan Bank, a New York banking corporation (the "Bank"), Chase
Manhattan Bank USA, National Association, headquartered in Delaware ("Chase
USA"), and Chase Bank of Texas, National Association, headquartered in Texas
("Chase Texas"). Our principal non-bank subsidiary is Chase Securities Inc.
("CSI"), which is engaged in securities underwriting and dealing activities.
On March 31, 1996, The Chase Manhattan Corporation ("heritage Chase")
merged into Chemical Banking Corporation, which changed its name to "The Chase
Manhattan Corporation." The merger was accounted for as a pooling-of-interests.
Therefore, the information in this prospectus, the accompanying prospectus
supplement and the other documents we file with the SEC are stated on a combined
basis as if the merger had been in effect for all periods presented.
BUSINESS
Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.
Global Banking
Global Banking provides financing, advisory, sales and trading, trade
finance, asset management and private banking services. Clients include
corporations, institutions, governments and wealthy individuals located around
the world. Global Banking operates in more than 50 countries, including major
operations in all key international financial centers. Chase Texas (other than
its consumer and global services businesses) is also included in Global Banking.
Chase Technology Solutions
Chase Technology Solutions combines the Company's global services
businesses, information technology and operations, and electronic commerce
initiatives into a single group. Global services is a leading provider of
information and transaction services globally and includes custody, cash
management, trust and other fiduciary services.
National Consumer Services
National Consumer Services included, as of March 31, 1998, the
fourth-largest bank credit card issuer in the U.S., the third-largest originator
and servicer of residential mortgages in the U.S., and a leading provider of
auto financing and other consumer lending products. The Company and its
subsidiaries maintain a leading market share position in the New York
metropolitan tri-state area in serving the financial needs of consumers. We
offer customers convenient access to financial services by telephone, personal
computer and the internet and have the most branches and automated teller
machines in the New York metropolitan tri-state area. National Consumer Services
also has a small international consumer presence.
USE OF PROCEEDS
The net proceeds we receive from the sale of the securities offered by this
prospectus and the accompanying prospectus supplement will be used for general
corporate purposes. General corporate purposes may include the repayment of
debt, investments in or extensions of credit to our subsidiaries, redemption of
preferred stock, or the financing of possible acquisitions or business
expansion. The net proceeds may be invested temporarily or applied to repay
short-term debt until they are used for their stated purpose.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms that may apply to the Debt Securities. The particular
terms of any Debt Securities will be described in the
6
prospectus supplement relating to those Debt Securities.
The Debt Securities will be either our senior debt securities (the "Senior
Securities") or our subordinated debt securities (the "Subordinated
Securities"). The Senior Securities will be issued under an Indenture dated as
of December 1, 1989, as amended (the "Senior Indenture"), between us and Bankers
Trust Company, as Trustee. The Subordinated Securities will be issued under an
Indenture dated as of April 1, 1987, as amended and restated as of December 15,
1992, and as further amended (the "Subordinated Indenture"), between us and U.S.
Bank Trust National Association, as Trustee. The Senior Indenture and the
Subordinated Indenture are together called the "Indentures".
The following summary of certain provisions of the Indentures is not
complete. You should refer to the Indentures, copies of which are exhibits to
the registration statement of which this prospectus is a part (Registration
Statement File No. 333- ; the "Registration Statement"). Section references
below are to the section in the applicable Indenture. Capitalized terms have the
meanings assigned to them in the applicable Indenture. The referenced sections
of the Indentures and the definitions of capitalized terms are incorporated by
reference.
Neither Indenture limits the amount of Debt Securities that we may issue.
Each Indenture provides that Debt Securities may be issued up to the principal
amount authorized by us from time to time. The Senior Securities will be
unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The Subordinated Securities will be unsecured and will be
subordinated and junior to all Senior Indebtedness (as defined below under
"Subordinated Securities -- Subordination"). In addition, under certain
circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Company, the Subordinated Securities will be junior to all
Additional Senior Obligations (as defined and to the extent set forth below
under "Subordinated Securities -- Subordination").
The Company is a holding company that conducts substantially all of its
operations through subsidiaries. As a result, claims of the holders of the Debt
Securities will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that the Company may itself be recognized as
a creditor of those subsidiaries. Claims of creditors of our subsidiaries other
than the Company include substantial amounts of long-term debt, deposit
liabilities, federal funds purchased, securities sold under repurchase
agreements, commercial paper and other short-term borrowings.
The Debt Securities may be issued in one or more separate series of Senior
Securities and/or Subordinated Securities. The prospectus supplement relating to
the particular series of Debt Securities being offered will specify the
particular amounts, prices and terms of those Debt Securities. These terms may
include:
- the title and type of the Debt Securities;
- any limit on the aggregate principal amount or aggregate initial offering
price of the Debt Securities and the amount payable upon acceleration;
- the purchase price of the Debt Securities;
- the dates on which the principal of the Debt Securities will be payable;
- the interest rates (including the interest rates, if any, applicable to
overdue payments) of the Debt Securities, or the method for determining
those rates, and the interest payment dates for the Debt Securities;
- the places where payments may be made on the Debt Securities;
- any mandatory or optional redemption provisions applicable to the Debt
Securities;
- any sinking fund or analogous provisions applicable to the Debt
Securities;
- the authorized denominations of the Debt Securities (if other than $1,000
and integral multiples of $1,000);
- if other than U.S. dollars, the currency or currencies, including
European Currency Units ("ECU"), the euro and other composite currencies,
in which payments on the Debt Securities will be payable (which
currencies may be different for principal, premium and interest
payments);
- any conversion or exchange provisions applicable to the Debt Securities;
- any Events of Default applicable to the Debt Securities (if not set forth
in the applicable Indenture); and
- any other specific terms of the Debt Securities.
7
Some of the Debt Securities may be issued as original issue discount Debt
Securities (the "Original Issue Discount Securities"). Original Issue Discount
Securities bear no interest or bear interest at below-market rates and will be
sold at a discount below their stated principal amount. The prospectus
supplement will also contain any special tax, accounting or other information
relating to Original Issue Discount Securities or relating to certain other
kinds of Debt Securities that may be offered, including Debt Securities linked
to an index or payable in currencies other than U.S. dollars.
The Debt Securities will be issued only in fully registered form without
coupons. The Indentures also provide that Debt Securities of a series may be
issued as permanent global Debt Securities. See "Permanent Global Debt
Securities" below. No service charge will be made for any transfer or exchange
of Debt Securities, but we may require payment of any taxes or other
governmental charges.
Unless otherwise specified in the prospectus supplement, principal of (and
premium, if any) and interest, if any, on the Debt Securities will be payable at
the corporate trust office of the Bank in New York City. Transfers or exchanges
of Debt Securities may be made at the same location. Payment of interest on any
Debt Securities may be made at our option by check mailed to the registered
holders of the Debt Securities at their registered addresses. In connection with
any payment on a Debt Security, we may require the holder to certify information
to the Company. In the absence of such certification, we may rely on any legal
presumption to enable us to determine our responsibilities, if any, to deduct or
withhold taxes, assessments or governmental charges from such payment.
Neither Indenture limits our ability to enter into a highly leveraged
transaction or provides special protection to holders of Debt Securities in the
event of such a transaction. In addition, neither Indenture provides special
protection in the event of a sudden and dramatic decline in the credit quality
of the Company resulting from a takeover, recapitalization or similar
restructuring of the Company.
The Debt Securities may be issued upon the exercise of warrants ("Debt
Warrants") issued with other Debt Securities or upon exchange or conversion of
exchangeable or convertible Debt Securities. The prospectus supplement will
describe the specific terms of any Debt Warrants or of any exchangeable or
convertible securities. It will also describe the specific terms of the Debt
Securities issuable upon the exercise, exchange or conversion of those
securities. See "Description of Securities Warrants" below.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured general obligations of the
Company, will constitute Senior Indebtedness (as defined below) of the Company,
and will have the same rank as our other Senior Indebtedness.
Limitation on Disposition of Stock of the Bank. The Senior Indenture
contains a covenant by us that, so long as any of the Senior Securities are
outstanding (but subject to our rights in connection with our consolidation or
merger with or into another person or a sale of our assets), neither we nor any
Intermediate Subsidiary (as defined below) will dispose of any shares of Voting
Stock of the Bank (or any securities convertible into, or options, warrants or
rights to purchase shares of Voting Stock of the Bank), except to the Company or
an Intermediate Subsidiary. In addition, the covenant provides that neither we
nor any Intermediate Subsidiary will permit the Bank to issue any shares of its
Voting Stock (or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of its Voting Stock), nor will we permit any
Intermediate Subsidiary to cease to be an Intermediate Subsidiary. These
restrictions will not apply if (i) any disposition of Voting Stock of the Bank
(or any securities convertible into, or options, warrants or rights to purchase
shares of Voting Stock of the Bank) is made for fair market value, as determined
by our Board of Directors of the Company or the Intermediate Subsidiary, and
(ii) after giving effect to the transaction, we and any one or more of our
Intermediate Subsidiaries will collectively own at least 80% of the issued and
outstanding Voting Stock of the Bank (or any successor to the Bank) free and
clear of any security interest. The above covenant also does not restrict the
Bank from being consolidated with or merged into another domestic banking
corporation, if after the merger or consolidation the Company, or its successor,
and any one or more Intermediate Subsidiaries own at least 80% of the Voting
Stock of the resulting bank and no Event of Default, (and no event which, after
notice or lapse of time or both, would become an Event of Default), shall have
happened and be continuing. An Intermediate Subsidiary is defined in the Senior
8
Indenture as a Subsidiary (i) that is organized under the laws of any domestic
jurisdiction and (ii) of which all the shares of capital stock, and all
securities convertible into, and options, warrants and rights to purchase shares
of such capital stock, are owned directly by the Company, free and clear of any
security interest. The above covenant does not prevent the Bank from engaging in
a sale of assets to the extent otherwise permitted by the Senior Indenture.
(Section 1006).
Events of Default. The Senior Indenture defines an Event of Default with
respect to any series of Senior Securities as any one of the following events:
(i) default in payment of interest on any Senior Security of that
series and continuance of that default for 30 days;
(ii) default in the payment of principal of (or premium, if any, on)
any Senior Security of that series at Maturity;
(iii) default in the deposit of any sinking fund payment and
continuance of that default for 5 days;
(iv) failure by the Company for 60 days after notice to perform any of
the other covenants or warranties in the Senior Indenture applicable to
that series;
(v)(A) failure by the Company to pay indebtedness for borrowed money,
including Senior Securities of other series, in an aggregate principal
amount exceeding $25,000,000, at the date of final maturity or the
expiration of any applicable grace period or (B) acceleration of the
maturity of any of the Company's indebtedness for borrowed money, including
Senior Securities of other series, in an aggregate principal amount
exceeding $25,000,000, if such failure to pay or acceleration results from
a default under the instrument giving rise to, or securing, such
indebtedness for money borrowed and is not rescinded or annulled within 30
days after due notice, unless such default is contested in good faith by
appropriate proceedings;
(vi) certain events of bankruptcy, insolvency or reorganization of the
Company or the Bank; and
(vii) any other Event of Default specified with respect to Senior
Securities of that series. (Section 501).
If any Event of Default with respect to Senior Securities of any series
occurs and is continuing, either the Trustee or the holders of not less than 25%
in principal amount of the Outstanding Senior Securities of that series may
declare the principal amount (or, if the Senior Securities of that series are
Original Issue Discount Securities, a specified portion of the principal amount)
of all Senior Securities of that series to be due and payable immediately. No
such declaration is required upon certain events of bankruptcy. Subject to
certain conditions, the declaration may be annulled and past defaults (except
uncured payment defaults and certain other specified defaults) may be waived by
the holders of a majority in principal amount of the Outstanding Senior
Securities of that series. (Sections 502 and 513).
The prospectus supplement will describe any particular provisions relating
to the acceleration of the Maturity of a portion of the principal amount of
Original Issue Discount Securities upon an Event of Default.
The Senior Indenture requires the Trustee to, within 90 days after the
occurrence of a default known to it with respect to any outstanding series of
Senior Securities, give the holders of that series notice of the default if
uncured or not waived. However, the Trustee may withhold this notice if it
determines in good faith that the withholding of this notice is in the interest
of those holders, except that the Senior Trustee may not withhold this notice in
the case of a payment default. The above notice shall not be given until 60 days
after the occurrence of a default in the performance of a covenant in the Senior
Indenture other than a covenant to make payment. The term "default" for the
purpose of this provision means any event that is, or after notice or lapse of
time or both would become, an Event of Default with respect to Senior Securities
of that series. (Section 602).
Other than the duty to act with the required standard of care during a
default, the Trustee is not obligated to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the holders of
Senior Securities, unless the holders shall have offered to the Trustee
reasonable security or indemnity. (Section 603). The Senior Indenture provides
that the holders of a
9
majority in principal amount of Outstanding Senior Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or other power conferred on
the Trustee. However, the Trustee may decline to act if such direction is
contrary to law or the Senior Indenture. (Section 512).
The Senior Indenture includes a covenant that the Company will file
annually with the Trustee a certificate of no default, or specifying any default
that exists. (Section 1007).
Defeasance and Covenant Defeasance. The Senior Indenture contains a
provision that, if made applicable to any series of Senior Securities, permits
the Company to elect (i) to defease and be discharged from all of our
obligations (subject to limited exceptions) with respect to any such series of
Senior Securities then outstanding ("defeasance") and/or (ii) to be released
from our obligations under certain covenants and from the consequences of an
event of default resulting from a breach of those covenants or a cross-default
("covenant defeasance"). To make either of the above elections, we must deposit
in trust with the Trustee money and/or U.S. Government Obligations which through
the payment of principal and interest in accordance with their terms will
provide sufficient money, without reinvestment, to repay in full such Senior
Securities. As a condition to defeasance or covenant defeasance, we must deliver
to the Trustee an Opinion of Counsel that the holders of the Senior Securities
will not recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance or covenant defeasance. That opinion, in the case of
defeasance under clause (i) above, must refer to and be based upon a ruling we
received from the Internal Revenue Service or which was published as a revenue
ruling or upon a change in applicable Federal income tax law.
Under Federal income tax law as of the date of this prospectus, defeasance
would likely be treated as a taxable exchange of Senior Securities for interests
in the defeasance trust. As a result, a holder would recognize gain or loss
equal to the difference between the holder's cost or other tax basis for the
Senior Securities and the value of the holder's proportionate interest in the
defeasance trust. That holder would thereafter be required to include in income
a proportionate share of the income, gain or loss, as the case may be, of the
defeasance trust. Under Federal income tax law as of the date of this
prospectus, covenant defeasance would ordinarily not be treated as a taxable
exchange of Senior Securities. Purchasers of Senior Securities should consult
their own advisors as to the tax consequences to them of defeasance and covenant
defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.
If the Company exercises its covenant defeasance option with respect to a
particular series of Senior Securities, then even if there were a default under
the related covenant, payment of those Senior Securities could not be
accelerated. The Company may exercise its defeasance option with respect to a
particular series of Senior Securities even if it previously had exercised its
covenant defeasance option. If the Company exercises its defeasance option,
payment of those Senior Securities may not be accelerated because of any Event
of Default. If the Company exercises its defeasance option or covenant
defeasance option and an acceleration were to occur, the realizable value at the
acceleration date of the money and U.S. Government Obligations in the defeasance
trust could be less than the principal and interest then due on those Senior
Securities. This is because the required deposit of money and/or U.S. Government
obligations in the defeasance trust is based upon scheduled cash flows rather
than market value, which will vary depending upon interest rates and other
factors.
Modification of the Senior Indenture. We and the Trustee may make
modifications and amendments to the Senior Indenture with the consent of the
holders of not less than a majority in principal amount of each series of
Outstanding Senior Securities affected by the modification or amendment.
However, without the consent of each affected holder, no such modification may
(i) change the Stated Maturity of any Senior Security of any series, (ii) reduce
the principal amount of (or premium, if any, on) any Senior Security, (iii)
reduce the rate of payment of interest on any Senior Security or change certain
other provisions relating to the yield of the Senior Securities, (iv) change the
currency or currencies in which any Senior Security is payable, (v) reduce the
percentage of holders of Outstanding Senior Securities of any series required to
consent to any modification, amendment or waiver under the Senior Indenture, or
(vi) change the provisions in the Senior Indenture that relate to its
modification or amendment. (Section 902).
10
We and the Trustee may amend the Senior Indenture in certain circumstances
without the consent of the holders of Senior Securities in the event we merge
with another person, to replace the Trustee, to effect modifications that do not
affect any outstanding series of Senior Securities, and for certain other
purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of
the holders of any Senior Securities, consolidate or merge with any other person
or transfer or lease all or substantially all of our assets to another person or
permit another corporation to merge into the Company, provided that: (i) the
successor is a person organized under U.S. law; (ii) the successor person, if
not us, assumes our obligations on the Senior Securities and under the Senior
Indenture; (iii) after giving effect to the transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing; and (iv) certain other
conditions are met. (Section 801).
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured general obligations
of the Company. The Subordinated Securities will be subordinate in right of
payment to all Senior Indebtedness and, in certain circumstances described below
relating to our dissolution, winding-up, liquidation or reorganization, to all
Additional Senior Obligations. The Subordinated Indenture does not limit the
amount of debt (including Senior Indebtedness) or Additional Senior Obligations
which we may incur. As of March 31, 1998, Senior Indebtedness and Additional
Senior Obligations (as defined below) of the Company aggregated approximately
$9.5 billion.
Unless otherwise specified in the prospectus supplement, the maturity of
the Subordinated Securities will be subject to acceleration only upon our
bankruptcy or reorganization. See "Defaults and Waiver Thereof" below.
The holders of Subordinated Securities of a series that is specified to be
convertible into Common Stock ("Subordinated Convertible Securities") will be
entitled at certain times specified in the prospectus supplement to convert any
Subordinated Convertible Securities of that series into Common Stock, at the
conversion price set forth in the prospectus supplement.
The holders of Subordinated Securities of any series may be obligated at
maturity, or at any earlier time specified in the prospectus supplement, to
exchange that series of Subordinated Securities for Capital Securities (as
defined below). The terms of any such exchange and of the Capital Securities
that will be issued upon such exchange will be described in the prospectus
supplement. (Article Seventeen). "Capital Securities" may consist of our Common
Stock, perpetual preferred stock or other capital securities of the Company
acceptable to our primary Federal banking regulator. Currently, our primary
Federal banking regulator is the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"). Whenever Subordinated Securities are
exchangeable for Capital Securities, we will be obligated to deliver Capital
Securities with a market value equal to the principal amount of those
Subordinated Securities. In addition, we will unconditionally undertake, at our
expense, to sell the Capital Securities in a sale (the "Secondary Offering") on
behalf of any holders who elect to receive cash for the Capital Securities. The
Common Stock is described below under "Description of Common Stock". A general
description of our preferred stock is set forth below under "Description of
Preferred Stock".
Subordination. The Subordinated Securities will be subordinate in right of
payment to all Senior Indebtedness and, under certain circumstances described
below, to all Additional Senior Obligations.
The Subordinated Indenture defines "Senior Indebtedness" to mean the
principal of (and premium, if any) and interest on all indebtedness for money
borrowed by us, whether outstanding on the date the Subordinated Indenture
became effective or created, assumed or incurred after that date (including all
indebtedness of another person for money borrowed that we guarantee). However,
Senior Indebtedness does not include (A) Subordinated Securities issued under
the Subordinated Indenture, (B) Antecedent Company Subordinated Indebtedness (as
defined below), (C) Assumed MHC Subordinated Indebtedness (as defined below),
(D) Assumed Old Chase Subordinated Indebtedness (as defined below) and (E) other
debt of ours which is expressly stated to have the same rank as the Subordinated
Securities or to rank not senior to the Subordinated Securities (such other debt
is referred to as "Other Subordinated Indebtedness").
11
The Subordinated Indenture defines "Additional Senior Obligations" to mean
all indebtedness of the Company, whether outstanding on December 15, 1992 or
created, assumed or incurred after that date, for claims in respect of
derivative products, such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements, except for Senior Indebtedness and
except for obligations which are expressly stated to have the same rank as or to
be junior to the Subordinated Securities.
At March 31, 1998, we had approximately $2.7 billion of Subordinated
Securities issued under the Subordinated Indenture and we had approximately $304
million of Other Subordinated Indebtedness outstanding that ranked equally with
the Subordinated Securities.
Antecedent Company Subordinated Indebtedness means all outstanding
subordinated indebtedness of the Company issued prior to December 15, 1992
(other than Assumed MHC Subordinated Indebtedness and Assumed Old Chase
Subordinated Indebtedness). At March 31, 1998, we had approximately $1.1 billion
of Antecedent Company Subordinated Indebtedness outstanding.
Assumed MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company which was assumed by us as a result of the merger of
Manufacturers Hanover Corporation into the Company on December 31, 1991. At
March 31, 1998, we had approximately $150 million of Assumed MHC Subordinated
Indebtedness outstanding.
Assumed Old Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of heritage Chase which was assumed by us as a result
of the merger of heritage Chase into the Company. At March 31, 1998, we had
approximately $3.7 billion of Assumed Old Chase Subordinated Indebtedness
outstanding.
Under the Subordinated Indenture, no payment may be made on the
Subordinated Securities and no exchange for Capital Securities may be made in
the event:
- we have failed to pay all amounts of principal (and premium, if any) and
interest, if any, due on all Senior Indebtedness; or
- there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any
Senior Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or
reorganization: (i) the holders of Senior Indebtedness will be paid the full
amounts of principal (and premium, if any) and interest, if any, before any
payment or distribution is made on the Subordinated Securities, and (ii) if,
after such payments on the Senior Indebtedness have been made, (A) there are
amounts available for payment on the Subordinated Securities and (B) creditors
in respect of Additional Senior Obligations have not received their full
payments, then amounts available for payment on the Subordinated Securities will
first be used to pay in full all such Additional Senior Obligations before any
payment will be made on the Subordinated Securities.
No series of our subordinated securities will be subordinated to any of our
other series of subordinated securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness;
Subordinated Securities and Other Subordinated Indebtedness are subordinated to
Senior Indebtedness and, in certain circumstances relating to our dissolution,
winding-up, liquidation or reorganization, to Additional Senior Obligations;
Assumed MHC Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation which is expressly stated to have the same rank as, or to
rank not senior to, the Assumed MHC Subordinated Indebtedness; and Assumed Old
Chase Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation which is expressly stated to have the same rank as, or to
rank junior to, the Assumed Old Chase Subordinated Indebtedness. As a result of
the differences between the subordination provisions applicable to the
Subordinated Securities, the Antecedent Company Subordinated Indebtedness, the
Other Subordinated Indebtedness, the Assumed MHC Subordinated Indebtedness and
the Assumed Old Chase Subordinated Indebtedness, in the event of our
dissolution, winding-up, liquidation or reorganization, the holders of
Subordinated Securities and Other Subordinated Indebtedness may receive less,
ratably, than the holders of Antecedent Company Subordinated Indebtedness, but
more, ratably, than the holders of
12
Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated
Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. Except as noted
below, the Subordinated Indenture does not contain a covenant prohibiting us
from selling or otherwise disposing of any shares of, or securities convertible
into, or options, warrants or rights to purchase shares of, voting stock of the
Bank. The Subordinated Indenture also does not prohibit the Bank from issuing
any shares of, securities convertible into, or options, warrants or rights to
purchase shares of, its voting stock. However, the Subordinated Indenture does
contain a covenant, which is for the exclusive benefit of holders of the
Antecedent Company Subordinated Indebtedness and which is subject to the
provisions described below under "Consolidation, Merger and Sale of Assets",
that we will not sell or otherwise dispose of any shares of, or securities
convertible into, or options, warrants or rights to purchase shares of, voting
stock of the Bank, nor will we permit the Bank to issue any shares of,
securities convertible into, or options, warrants or rights to purchase shares
of, voting stock of the Bank. However, the covenant does not prohibit: (i)
issuances or sales of directors' qualifying shares; (ii) issuances or sales of
shares to us; (iii) sales or other dispositions or issuances for fair market
value, as determined by our Board of Directors, so long as we would continue to
own directly or indirectly not less than 80% of the issued and outstanding
shares of the voting stock of the Bank; (iv) sales or other dispositions or
issuances made in compliance with an order or direction of a court or regulatory
authority of competent jurisdiction; and (v) sales of voting stock by the Bank
to its shareholders if such sales do not reduce the percentage of shares of
voting stock owned by us. (Section 5.07).
Defaults and Waivers. The Subordinated Indenture defines an Event of
Default with respect to any series of Subordinated Securities as (i) any one of
certain events of bankruptcy or reorganization affecting the Company and (ii)
any other Event of Default specified with respect to Subordinated Securities of
that series. (Section 7.01). If an Event of Default occurs and is continuing
with respect to any outstanding series of Subordinated Securities, the Trustee
or the holders of at least 25% in aggregate principal amount of that outstanding
series of Subordinated Securities may declare the principal (or, in the case of
original issue discount Subordinated Securities, a specified amount of
principal) of all Subordinated Securities of that series to be due and payable
immediately in cash. Subject to certain conditions, any such declaration may be
annulled, and certain past defaults may be waived, by the holders of not less
than a majority in aggregate principal amount of the Subordinated Securities of
that series. (Section 7.01). The right of the holders of Subordinated Securities
of a series to demand payment in cash upon the occurrence and continuance of an
Event of Default continues to exist so long as the Subordinated Securities of
that series have not been exchanged or converted. Any such right to enforce such
payment in cash would, in the event of the bankruptcy or reorganization of the
Company, be subject to the broad equity powers of a Federal bankruptcy court and
to its determination of the nature and status of the payment claims of the
holders of the Subordinated Securities. Prior to any declaration of
acceleration, the holders of a majority in aggregate principal amount of the
applicable series of Subordinated Securities may waive any past default or Event
of Default, except a payment default. (Section 7.07).
Unless otherwise provided in the terms of a series of Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Subordinated Securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Subordinated Securities or the Subordinated Indenture. In the
event of a default in the payment of interest or principal (including a default
in the delivery of any Capital Securities in exchange for Subordinated
Securities) or in the performance of any covenant or agreement in the
Subordinated Securities or the Subordinated Indenture, the Trustee may, subject
to certain limitations and conditions, seek to enforce that payment (or
delivery) or the performance of that covenant or agreement.
The Subordinated Indenture requires the Trustee, within 90 days after the
occurrence of a default with respect to the Subordinated Securities of any
series, to give the holders of that series notice of all uncured defaults known
to it (the term "default" being defined to include the events specified above
without grace periods or notice). However, except in certain cases (involving
the bankruptcy or reorganization of the Company, a payment default or a default
in the obligation to deliver Capital Securities in exchange for Subordinated
Securities), the Trustee may withhold the notice if it determines in good
13
faith that the withholding of the notice is in the interest of those holders.
(Section 7.08). We are required to furnish to the Trustee annually an officers'
certificate as to the absence of defaults under the Subordinated Indenture.
(Section 5.06).
Other than the duties of the Trustee to act with the required standard of
care during a default, the Trustee is not obligated to exercise any of its
rights or powers under the Subordinated Indenture at the request or direction of
any of the holders of the Subordinated Securities, unless those holders shall
have offered to the Trustee reasonable security or indemnity. Subject to that
provision for security or indemnification, the holders of a majority in
principal amount of the Subordinated Securities of any series then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to, or exercising any trust or power
conferred on, the Trustee with respect to the Subordinated Securities of that
series. (Sections 7.07 and 8.02).
Modification of the Subordinated Indenture. The Subordinated Indenture
contains provisions permitting us and the Trustee to modify the Subordinated
Indenture or the rights of the holders of the Subordinated Securities with the
consent of the holders of not less than a majority in principal amount of each
outstanding series of the Subordinated Securities affected by the modification.
However, no such modification may, without the consent of each holder of the
Subordinated Security affected by the modification: (i) change the stated
maturity date of the principal of, or any installment of principal of or
interest on, any Subordinated Security; (ii) reduce the principal amount of (or
premium, if any) or interest, if any, on any Subordinated Security; (iii) reduce
the portion of the principal amount of an original issue discount Subordinated
Security payable upon acceleration of the maturity thereof; (iv) reduce any
amount payable upon redemption of any Subordinated Security; (v) change the
place or places where, or the currency in which, any Subordinated Security or
any premium or the interest thereon is payable; (vi) change the definition of
"Market Value"; (vii) impair the right of any holders of Subordinated Securities
of any series to receive on any Exchange Date for Subordinated Securities of
that series Capital Securities with a Market Value equal to that required by the
terms of the Subordinated Securities; (viii) impair the conversion rights (if
any) of any holders; (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Subordinated Security
(including any right of redemption at the option of the holder of that
Subordinated Security) or impair any rights to the delivery of Capital
Securities in exchange for any Subordinated Security or to require the Company
to sell Capital Securities in a Secondary Offering or to require the delivery of
Common Stock, Debt Securities or other property upon conversion of Subordinated
Securities; (x) reduce the above-stated percentage of Subordinated Securities of
any series the consent of the holders of which is necessary to modify or amend
the Subordinated Indenture or reduce the percentage of Subordinated Securities
of any series the holders of which are required to waive any past default or
Event of Default; or (xi) modify the foregoing requirements. (Section 11.02).
The Subordinated Indenture permits us and the Trustee to amend the
Subordinated Indenture in certain circumstances without the consent of the
holders of Subordinated Securities in the event of the merger of the Company,
the replacement of the Trustee, to effect modifications which do not affect any
outstanding series of Subordinated Securities and for certain other purposes.
(Section 11.01).
Consolidation, Merger and Sale of Assets. We may not merge or consolidate
with any other corporation or sell or convey all or substantially all of our
assets as an entirety to any other corporation, unless (i) we are the continuing
corporation or the successor corporation expressly assumes the payment of the
principal of (including issuance and delivery of Capital Securities) and
premium, if any, and interest, if any, on the Subordinated Securities and the
performance and observance of all the covenants and conditions of the
Subordinated Indenture binding upon us, and (ii) we or the successor corporation
shall not, immediately after such merger or consolidation or such sale or
conveyance, be in default in the performance of any such covenant or condition.
(Article Twelve).
PERMANENT GLOBAL DEBT SECURITIES
Certain series of the Debt Securities may be issued as permanent global
Debt Securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depository arrangements applicable to Debt Securities issued in
permanent global form and for which
14
The Depositary Trust Company ("DTC") acts as depositary (the "Global Debt
Securities").
Each Global Debt Security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, Global Debt Securities
are not exchangeable for definitive certificated Debt Securities.
Ownership of beneficial interests in a Global Debt Security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a Global Debt Security will be evidenced
only by, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a Global Debt Security.
Ownership of beneficial interests in a Global Debt Security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by that participant. DTC has no knowledge of the actual
beneficial owners of the Debt Securities. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the participants through
which the beneficial owners entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in a Global Debt Security.
We have been advised by DTC that upon the issuance of a Global Debt
Security and the deposit of that Global Debt Security with DTC, DTC will
immediately credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that Global Debt Security to the
accounts of its participants.
Payment of principal of, and interest on, Debt Securities represented by a
Global Debt Security registered in the name of or held by DTC or its nominee
will be made to DTC or its nominee, as the case may be, as the registered owner
and holder of the Global Debt Security representing those Debt Securities. We
have been advised by DTC that upon receipt of any payment of principal of, or
interest on, a Global Debt Security, DTC will immediately credit, on its
book-entry registration and transfer system, accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of that Global Debt Security as shown in the records of
DTC. Payments by participants to owners of beneficial interests in a Global Debt
Security held through those participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the sole responsibility of those participants, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Neither we, the trustees nor any of our respective agents will be
responsible for any aspect of the records of DTC, any nominee or any participant
relating to, or payments made on account of, beneficial interests in a permanent
Global Debt Security or for maintaining, supervising or reviewing any of the
records of DTC, any nominee or any participant relating to such beneficial
interests.
A Global Debt Security is exchangeable for definitive Debt Securities
registered in the name of, and a transfer of a Global Debt Security may be
registered to, any person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for that Global Debt Security or if at any time DTC ceases to be
registered under the Exchange Act;
(b) we determine in our discretion that the Global Debt Security shall
be exchangeable for definitive Debt Securities in registered form; or
(c) there shall have occurred and be continuing an Event of Default or
an event which, with notice or the lapse of time or both, would constitute
an Event of Default under the Debt Securities.
Any Global Debt Security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive Debt Securities in
registered form, of like tenor and of an equal aggregate principal amount as the
Global Debt Security, in denominations specified in the applicable prospectus
supplement (if other than $1,000 and integral multiples of $1,000). The
definitive Debt
15
Securities will be registered by the registrar in the name or names instructed
by DTC. We expect that such instructions may be based upon directions received
by DTC from its participants with respect to ownership of beneficial interests
in the Global Debt Security. Any principal and interest will be payable, the
transfer of the definitive Debt Securities will be registerable and the
definitive Debt Securities will be exchangeable at the corporate trust office of
the Bank in the Borough of Manhattan, The City of New York, provided that
payment of interest may be made at the option of the Company by check mailed to
the address of the person entitled to that interest payment as of the record
date and as shown on the register for the Debt Securities.
Except as provided above, owners of the beneficial interests in a Global
Debt Security will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holders of Debt
Securities for any purpose under the Indentures, and no Global Debt Security
shall be exchangeable except for another Global Debt Security of like
denomination and tenor to be registered in the name of DTC or its nominee.
Accordingly, each person owning a beneficial interest in a Global Debt Security
must rely on the procedures of DTC and, if that person is not a participant, on
the procedures of the participant through which that person owns its interest,
to exercise any rights of a holder under the Global Debt Security or the
Indentures.
The Company understands that, under existing industry practices, in the
event that we request any action of holders, or an owner of a beneficial
interest in a Global Debt Security desires to give or take any action that a
holder is entitled to give or take under the Debt Securities or the Indentures,
DTC would authorize the participants holding the relevant beneficial interests
to give or take that action, and those participants would authorize beneficial
owners owning through those participants to give or take that action or would
otherwise act upon the instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Exchange Act. DTC was created
to hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
INFORMATION CONCERNING THE TRUSTEES
We, the Bank and certain other of our subsidiaries maintain deposits with,
and conduct other banking transactions with, the Trustees under each of the
Indentures in the ordinary course of business.
DESCRIPTION OF PREFERRED STOCK
GENERAL
Our Restated Certificate of Incorporation (the "Charter") authorizes our
Board of Directors or a committee of our Board of Directors (the "Board of
Directors") to cause Preferred Stock to be issued in one or more series, without
stockholder action. The Board of Directors is authorized to issue up to
200,000,000 shares of preferred stock, $1 par value per share, and can determine
the number of shares of each such series, and the rights, preference and
limitations of each series. We may amend the Charter to increase the number of
authorized shares of preferred stock in a manner permitted by the Charter and
the Delaware General Corporation Law ("DGCL"). As of the date of this
prospectus, we had eight series of preferred stock outstanding, which are
described below under "Outstanding Preferred Stock".
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of our preferred stock become entitled to vote for the election of
directors because dividends on such
16
series are in arrears (as described below under "Voting Rights"), that series
may then be deemed a "class of voting securities." In such a case, a holder of
25% or more of the series (or a holder of 5% or more if that holder would also
be considered to exercise a "controlling influence" over the Company) may then
be subject to regulation as a bank holding company in accordance with the BHCA.
In addition, (i) any other bank holding company may be required to obtain the
prior approval of the Federal Reserve Board to acquire or retain 5% or more of
that series, and (ii) any person other than a bank holding company may be
required to obtain the approval of the Federal Reserve Board to acquire or
retain 10% or more of that series.
The particular terms of any series of preferred stock being offered by us
under this shelf registration (the "Preferred Stock") will be described in the
prospectus supplement relating to that series of Preferred Stock. Those terms
may include:
- the number of shares of the series of Preferred Stock being offered;
- the title and liquidation preference per share of that series of the
Preferred Stock;
- the purchase price of the Preferred Stock;
- the dividend rate (or method for determining such rates);
- the dates on which dividends will be paid;
- whether dividends on that series of Preferred Stock will be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall
commence to accumulate;
- any redemption or sinking fund provisions applicable to that series of
Preferred Stock;
- any conversion provisions applicable to that series of Preferred Stock;
- whether the Company has elected to offer Depositary Shares with respect
to that series of Preferred Stock;
- any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of Preferred Stock.
If the terms of any series of Preferred Stock being offered differ from the
terms set forth below, those terms will also be disclosed in the prospectus
supplement relating to that series of Preferred Stock. The following summary is
not complete. You should refer to the Certificate of Designations relating to
the series of the Preferred Stock for the complete terms of that Preferred
Stock. That Certificate of Designations will be filed with the SEC promptly
after the offering of the Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, in the event we
liquidate, dissolve or wind-up our business, each series of Preferred Stock will
have the same rank as to dividends and distributions as our currently
outstanding preferred stock ("preferred stock") and each other series of the
Preferred Stock we may issue in the future. The Preferred Stock will have no
preemptive rights.
DIVIDEND RIGHTS
Holders of Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors, cash dividends at the rates
and on the dates set forth in the prospectus supplement. Dividend rates may be
fixed or variable or both. Different series of Preferred Stock may be entitled
to dividends at different dividend rates or based upon different methods of
determination. Each dividend will be payable to the holders of record as they
appear on the stock books of the Company (or, if applicable, the records of the
Depositary referred to below under "Depositary Shares") on record dates
determined by the Board of Directors. Dividends on any series of the Preferred
Stock may be cumulative or noncumulative, as specified in the prospectus
supplement. If the Board of Directors fails to declare a dividend on any series
of Preferred Stock for which dividends are noncumulative, then the right to
receive that dividend will be lost, and we will have no obligation to pay the
dividend for that dividend period, whether or not dividends are declared for any
future dividend period.
No full dividends will be declared or paid on any series of Preferred
Stock, unless full dividends for the dividend period commencing after the
immediately preceding dividend payment date (and cumulative dividends still
owing, if any) have been or contemporaneously are declared and paid on all other
series of Preferred Stock which have the same rank as, or rank senior to, that
Preferred Stock. When such dividends are not paid in full, dividends will be
declared pro rata, so that the amount of dividends declared per share on that
series of Preferred Stock and on each other series of preferred stock having the
same rank as, or ranking senior to, that series of Preferred Stock will in all
cases bear to
17
each other the same ratio that accrued dividends per share on that series of
Preferred Stock and such other preferred stock bear to each other. In addition,
generally, unless full dividends, including cumulative dividends still owing, if
any, on all outstanding shares of any series of Preferred Stock have been paid,
no dividends will be declared or paid on the Common Stock and generally we may
not redeem or purchase any Common Stock. No interest, or sum of money in lieu of
interest, will be paid in connection with any dividend payment or payments which
may be in arrears.
The amount of dividends payable for each dividend period will be computed by
annualizing the applicable dividend rate and dividing by the number of dividend
periods in a year, except that the amount of dividends payable for the initial
dividend period or any period shorter than a full dividend period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full month, the actual number of days elapsed in the
period.
RIGHTS UPON LIQUIDATION
In the event we liquidate, dissolve or wind-up our affairs, either
voluntarily or involuntarily, the holders of each series of Preferred Stock will
be entitled to receive liquidating distributions in the amount set forth in the
prospectus supplement relating to each series of Preferred Stock, plus an amount
equal to accrued and unpaid dividends, if any, before any distribution of assets
is made to the holders of Common Stock. If the amounts payable with respect to
Preferred Stock of any series and any stock having the same rank as that series
of Preferred Stock are not paid in full, the holders of Preferred Stock and of
such other stock will share ratably in any such distribution of assets in
proportion to the full respective preferential amounts to which they are
entitled. After the holders of each series of Preferred Stock and any stock
having the same rank as the Preferred Stock are paid in full, they will have no
right or claim to any of our remaining assets. Neither the sale of all or
substantially all our property or business nor a merger or consolidation by us
with any other corporation will be considered a dissolution, liquidation or
winding up by us of our business or affairs.
REDEMPTION
Any series of Preferred Stock may be redeemable, in whole or in part, at
our option. In addition, any series of Preferred Stock may be subject to
mandatory redemption pursuant to a sinking fund. The redemption provisions that
may apply to a series of Preferred Stock, including the redemption dates and the
redemption prices for that series, will be set forth in the prospectus
supplement.
If a series of Preferred Stock is subject to mandatory redemption, the
prospectus supplement will specify the year we can begin to redeem shares of the
Preferred Stock, the number of shares of the Preferred Stock we can redeem each
year, and the redemption price per share. We may pay the redemption price in
cash, stock or in cash that we have received specifically from the sale of our
capital stock, as specified in the prospectus supplement. If the redemption
price is to be paid only from the proceeds of the sale of our capital stock, the
terms of the series of Preferred Stock may also provide that, if no such capital
stock is sold or if the amount of cash received is insufficient to pay in full
the redemption price then due, the series of Preferred Stock will automatically
be converted into shares of the applicable capital stock pursuant to conversion
provisions specified in the prospectus supplement.
If fewer than all the outstanding shares of any series of Preferred Stock
are to be redeemed, whether by mandatory or optional redemption, the Board of
Directors will determine the method for selecting the shares to be redeemed,
which may be by lot or pro rata or by any other method determined to be
equitable. From and after the redemption date, dividends will cease to accrue on
the shares of Preferred Stock called for redemption and all rights of the
holders of those shares (except the right to receive the redemption price) will
cease.
In the event that full dividends, including accrued but unpaid dividends,
if any, have not been paid on any series of Preferred Stock, we may not redeem
that series in part and we may not purchase or acquire any shares of that series
of Preferred Stock, except by an offer made on the same terms to all holders of
that series of Preferred Stock.
CONVERSION RIGHTS
The prospectus supplement will state the terms, if any, on which shares of
a series of Preferred Stock are convertible into shares of Common Stock or
another series of our preferred stock. As described under "Redemption" above,
under certain circumstances, Preferred Stock may be mandatorily
18
converted into Common Stock or another series of our preferred stock.
VOTING RIGHTS
Except as indicated below or in the prospectus supplement, or except as
expressly required by applicable law, the holders of Preferred Stock will not be
entitled to vote. Except as indicated in the prospectus supplement, in the event
we issue full shares of any series of Preferred Stock, each such share will be
entitled to one vote on matters on which holders of that series of Preferred
Stock are entitled to vote. However, as more fully described below under
"Depositary Shares", if we issue Depositary Shares representing a fraction of a
share of a series of Preferred Stock, each Depositary Share will, in effect, be
entitled to that fraction of a vote, rather than a full vote. Because each full
share of any series of Preferred Stock will be entitled to one vote, the voting
power of that series will depend on the number of shares in that series, and not
on the aggregate liquidation preference or initial offering price of the shares
of that series of Preferred Stock.
If, at the time of any annual meeting of our stockholders, the equivalent
of six quarterly dividends payable on any series of Preferred Stock is in
default, the number of directors constituting our Board of Directors will be
increased by two and the holders of all outstanding series of preferred stock,
voting together as a single class, will be entitled to elect those additional
two directors at that annual meeting. Each director elected by the holders of
shares of the outstanding preferred stock will continue to serve as director for
the full term for which he or she shall have been elected, notwithstanding that
prior to the end of that term we have paid in full the amount of dividends that
had been in arrears. For purposes of this paragraph "default" means that accrued
and unpaid dividends on the applicable series shall be equal to or greater than
the equivalent of six quarterly dividends.
Unless otherwise specified in the prospectus supplement, the terms of each
series of Preferred Stock will state that the approval of at least two-thirds of
the outstanding shares of preferred stock will be required to (a) create any
class or series of stock having a preference over any outstanding series of
preferred stock or (b) change the provisions of the Charter in a manner that
would adversely affect the voting powers or other rights of the holders of a
series of preferred stock. The terms of the Preferred Stock will also state that
if the amendment will not adversely affect all series of outstanding preferred
stock, then the amendment will only need to be approved by holders of at least
two-thirds of the shares of the series of preferred stock adversely affected.
19
OUTSTANDING PREFERRED STOCK
As of the date of this prospectus, we have eight series of preferred stock
issued and outstanding, as described in the following table:
---------------
(a) Redemption price is price indicated in table, plus accrued but unpaid
dividends, if any.
(b) Shares of this series are represented by 8.0 million depositary shares, each
representing .25 of a share.
(c) The 7.50% Cumulative Preferred Stock will be redeemed on June 30, 1998.
(d) Floating rates are based on certain money market rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(e) The Fixed/Adjustable Rate Noncumulative Preferred Stock was issued on May
21, 1998 and all information in this table, including amount outstanding and
dividend rate, is as of that date. Dividends on that series for dividend
periods commencing on or after July 1, 2003 will be at a floating rate based
on certain money market rates (but subject to a minimum rate of 5.46% and a
maximum rate of 11.46%). The amount of dividends payable may be adjusted,
and the stock may be redeemed earlier than July 1, 2003 in the event of
certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Ranking. All the outstanding series of preferred stock have the same rank.
All the outstanding series of preferred stock have preference over the Common
Stock with respect to the payment of dividends and the distribution of assets in
the event of our liquidation or dissolution.
Dividends. Dividends payable on each series of outstanding preferred stock
are payable quarterly, when and as declared by the Board of Directors, on each
March 31, June 30, September 30 and December 31. Dividends on all the
outstanding preferred stock, other than the Fixed/Adjustable Rate Noncumulative
Preferred Stock, are cumulative. If we fail to declare a dividend on the
Fixed/Adjustable Noncumulative Preferred Stock for any dividend period, holders
of that series will have no right to receive a dividend for that dividend
period, whether or not we declare dividends on that series for any future
dividend periods.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of preferred
stock will be entitled to receive liquidating distributions, in the amount set
forth opposite such series in the table above, plus accrued and unpaid
dividends, if any, before any distribution of our assets is made to the holders
of our Common Stock. Each of the outstanding series of preferred stock is
redeemable at our option at a redemption price equal to the redemption price set
forth opposite that series in the table above, plus accrued but unpaid
dividends, if any. In addition, the shares of the Fixed/Adjusted Rate
Noncumulative Preferred Stock may be redeemed earlier than July 1, 2003 in the
event of certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Voting Rights. All currently outstanding series of preferred stock provide
that if, at the time of any annual meeting of our stockholders, the equivalent
of six quarterly dividends payable on any series of outstanding preferred stock
is in default,
20
the number of directors constituting our Board of Directors will be increased by
two and the holders of all the outstanding preferred stock, voting together as a
single class, will be entitled to elect those additional two directors at that
annual meeting. Each director elected by the holders of shares of the
outstanding preferred stock will continue to serve as director for the full term
for which he or she shall have been elected, notwithstanding that prior to the
end of that term we have paid in full the amount of dividends that had been in
arrears. For purposes of this paragraph, "default" means that accrued and unpaid
dividends on the applicable series shall be equal to or greater than the
equivalent of six quarterly dividends.
Each series of the outstanding preferred stock other than the 7.50%
Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock and Adjustable
Rate, Series L Cumulative Preferred Stock provides (and, unless otherwise
specified in the prospectus supplement, each series of Preferred Stock issued
after the date of this prospectus will provide) that the affirmative vote of the
holders of at least two-thirds of the shares of all outstanding series of
preferred stock, voting together as a single class without regard to series,
will be required to:
- create any class or series of stock having a preference over any
outstanding series of preferred stock; or
- alter or change the provisions of our Charter in a manner that would
adversely affect the voting powers or other rights of the holders of a
series of preferred stock.
The 7.50% Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock,
and Adjustable Rate, Series L Cumulative Preferred Stock each provide as
follows:
- the consent of holders of at least two-thirds of the outstanding shares
of the particular series, voting as a separate class, is required for any
amendment of the Charter that would adversely affect the powers,
preferences, privileges or rights of that series; and
- the consent of the holders of at least two-thirds of the voting power of
that series and each other series of preferred stock having the same
rank, voting together as a single class without regard to series, is
required to create, authorize, issue, or reclassify any stock into, any
additional class or series of stock ranking prior to that series as to
dividends or upon liquidation, or any other security or obligation
convertible into or exercisable for any such prior-ranking stock.
Miscellaneous. No series of outstanding preferred stock is convertible
into shares of our Common Stock or other of our securities. No series of
outstanding preferred stock is subject to preemptive rights.
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, L.L.C. will be the transfer agent,
registrar and dividend disbursement agent for the Preferred Stock and any
Depositary Shares (see the description of Depositary Shares below). The
registrar for the Preferred Stock will send notices to the holders of the
Preferred Stock of any meetings at which such holders will have the right to
elect directors or to vote on any other matter.
DEPOSITARY SHARES
General. We may, at our option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. If we do, we will
issue to the public receipts for Depositary Shares, and each of these Depositary
Shares will represent a fraction (to be set forth in the prospectus supplement)
of a share of a particular series of Preferred Stock.
The shares of any series of Preferred Stock underlying the Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between us and a bank or trust company selected by us. The bank or trust company
will have its principal office in the United States and a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fractional interest in shares of Preferred Stock
underlying such Depositary Share, to all the rights and preferences of the
Preferred Stock underlying such Depositary Shares. Those rights include
dividend, voting, redemption, conversion and liquidation rights.
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be issued to those persons who purchase the fractional interests in the
Preferred Stock underlying the Depositary Shares, in accordance with the terms
of the offering. Copies of the
21
forms of Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement. The following summary of the Deposit Agreement, the
Depositary Shares and the Depositary Receipts is not complete. You should refer
to the forms of the Deposit Agreement and Depositary Receipts that are filed as
exhibits to the Registration Statement.
Dividends and Other Distributions. The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary Shares relating to that Preferred Stock in
proportion to the number of Depositary Shares owned by those holders.
If there is a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
that are entitled to receive the distribution, unless the Depositary determines
that it is not feasible to make the distribution. If this occurs, the Depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Redemption of Depositary Shares. If a series of Preferred Stock underlying
the Depositary Shares is subject to redemption, the Depositary Shares will be
redeemed from the proceeds received by the Depositary resulting from the
redemption, in whole or in part, of that series of Preferred Stock held by the
Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of the Preferred Stock. Whenever we redeem shares of Preferred Stock
that are held by the Depositary, the Depositary will redeem, as of the same
redemption date, the number of Depositary Shares representing the shares of
Preferred Stock so redeemed. If fewer than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot or pro
rata as determined by the Depositary.
After the date fixed for redemption, the Depositary Shares called for
redemption will no longer be outstanding, and all rights of the holders of those
Depositary Shares will cease, except the right to receive any money, securities,
or other property upon surrender to the Depositary of the Depositary Receipts
evidencing those Depositary Shares.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of Preferred Stock are entitled to vote, the Depositary will mail
the information contained in the notice of meeting to the record holders of the
Depositary Shares underlying that Preferred Stock. Each record holder of those
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of the Preferred
Stock underlying that holder's Depositary Shares. The Depositary will try, as
far as practicable, to vote the number of shares of Preferred Stock underlying
those Depositary Shares in accordance with such instructions, and we will agree
to take all action which may be deemed necessary by the Depositary in order to
enable the Depositary to do so. The Depositary will not vote the shares of
Preferred Stock to the extent it does not receive specific instructions from the
holders of Depositary Shares underlying the Preferred Stock.
Amendment and Termination of the Depositary Agreement. The form of
Depositary Receipt evidencing the Depositary Shares and any provision of the
Deposit Agreement may be amended at any time by agreement between us and the
Depositary. However, any amendment that materially and adversely alters the
rights of the holders of Depositary Shares will not be effective unless the
amendment has been approved by the holders of at least a majority of the
Depositary Shares then outstanding. The Deposit Agreement may be terminated by
us or by the Depositary only if (i) all outstanding Depositary Shares have been
redeemed or (ii) there has been a final distribution of the underlying Preferred
Stock in connection with our liquidation, dissolution or winding up and the
Preferred Stock has been distributed to the holders of Depositary Receipts.
Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will also pay charges of the Depositary in connection with the
initial deposit of the Preferred Stock and any redemption of the Preferred
Stock. Holders of Depositary Receipts will pay other transfer and other taxes
and governmental charges and such other charges, including a fee for the
withdrawal of shares of Preferred Stock upon surrender of Depositary Receipts,
as are expressly provided in the Deposit Agreement to be for their accounts.
22
Resignation and Removal of Depositary. The Depositary may resign at any
time by delivering a notice to us of its election to do so. We may remove the
Depositary at any time. Any such resignation or removal will take effect upon
the appointment of a successor Depositary and its acceptance of its appointment.
The successor Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.
Miscellaneous. The Depositary will forward to holders of Depository
Receipts all reports and communications from us that we deliver to the
Depositary and which we are required to furnish to the holders of the Preferred
Stock.
Neither we nor the Depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the Deposit Agreement. Our obligations and those of
the Depositary will be limited to the performance in good faith of our
respective duties under the Deposit Agreement. Neither we nor the Depositary
will be obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
We and the Depositary may rely upon written advice of counsel or accountants, or
upon information provided by persons presenting Preferred Stock for deposit,
holders of Depositary Receipts or other persons believed to be competent and on
documents believed to be genuine.
PERMANENT GLOBAL PREFERRED SECURITIES
Certain series of the Preferred Stock or Depositary Shares may be issued as
permanent global securities to be deposited with a depositary with respect to
that series. Unless otherwise indicated in the prospectus supplement, the
following is a summary of the depositary arrangements applicable to Preferred
Stock or Depositary Receipts issued in permanent global form and for which DTC
acts as the depositary ("Global Preferred Securities").
Each Global Preferred Security will be deposited with, or on behalf of, DTC
or its nominee and registered in the name of a nominee of DTC. Except under the
limited circumstances described below, Global Preferred Securities are not
exchangeable for definitive certificated Preferred Stock or Depositary Receipts.
Ownership of beneficial interests in a Global Preferred Security is limited
to institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a Global Preferred Security will be
evidenced only by, and the transfer of that ownership interest will be effected
only through, records maintained by DTC or its nominee for a Global Preferred
Security. Ownership of beneficial interests in a Global Preferred Security by
persons that hold through participants will be evidenced only by, and the
transfer of that ownership interest within that participant will be effected
only through, records maintained by that participant. DTC has no knowledge of
the actual beneficial owners of the Preferred Stock or Depositary Shares, as the
case may be, represented by a Global Preferred Security. Beneficial owners will
not receive written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
participants through which the beneficial owners entered the transaction. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a Global Preferred Security.
We have been advised by DTC that upon the issuance of a Global Preferred
Security and the deposit of that Global Preferred Security with DTC, DTC will
immediately credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that Global Preferred Security to
the accounts of its participants.
Payments on Preferred Stock and Depositary Shares represented by a Global
Preferred Security registered in the name of or held by DTC or its nominee will
be made to DTC or its nominee, as the case may be, as the registered owner and
holder of the Global Preferred Security representing the Preferred Stock or
Depositary Shares. We have been advised by DTC that upon receipt of any payment
on a Global Preferred Security, DTC will immediately credit, on its book-entry
registration and transfer system, accounts of participants with payments in
amounts proportionate to their respective beneficial interests in that Global
Preferred Security as shown in the records of DTC. Payments by partici-
23
pants to owners of beneficial interests in a Global Preferred Security held
through those participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the sole
responsibility of those participants, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on
account of beneficial interests in a Global Preferred Security or for
maintaining, supervising or reviewing any of the records of DTC, any nominee or
any participant relating to such beneficial interests.
A Global Preferred Security is exchangeable for definitive certificated
Preferred Stock or Depositary Receipts, as the case may be, registered in the
name of, and a transfer of a Global Preferred Security may be registered to, a
person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
Depositary for the Global Preferred Security or if at any time DTC ceases
to be registered under the Exchange Act; or
(b) We determine in our discretion that the Global Preferred Security
shall be exchangeable for definitive Preferred Stock or Depositary Receipts
as the case may be, in registered form.
Any Global Preferred Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive certificated
Preferred Stock or Depositary Receipts, as the case may be, registered by the
registrar in the name or names instructed by DTC. We expect that those
instructions may be based upon directions received by DTC from its participants
with respect to ownership of beneficial interests in that Global Preferred
Security.
Except as provided above, owners of the beneficial interests in a Global
Preferred Security will not be entitled to receive physical delivery of
certificates representing shares of Preferred Stock or Depositary Shares, as the
case may be, and will not be considered the holders thereof and no Global
Preferred Security shall be exchangeable except for another Global Preferred
Security to be registered in the name of DTC or its nominee. Accordingly, each
person owning a beneficial interest in a Global Preferred Security must rely on
the procedures of DTC and, if that person is not a participant, on the
procedures of the participant through which that person owns its interest, to
exercise any rights of a holder of Preferred Stock or Depositary Shares, as the
case may be.
The Company understands that, under existing industry practices, in the
event that we request any action of holders, or an owner of a beneficial
interest in a Global Preferred Security desires to give or take any action that
a holder of Preferred Stock or Depositary Shares, as the case may be, is
entitled to give or take, DTC would authorize the participants holding the
relevant beneficial interests to give or take that action and those participants
would authorize beneficial owners owning through those participants to give or
take that action or would otherwise act upon the instructions of beneficial
owners owning through them.
A brief description of DTC is set forth above under "Permanent Global Debt
Securities."
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of Common Stock. As of March 31, 1998 (after giving effect
to a two-for-one split of the Common Stock effected in June 1998), we had
440,766,001 shares of Common Stock issued (including 14,924,965 shares held in
treasury) and had reserved approximately 76,142,772 shares of Common Stock for
issuance under various employee or director incentive, compensation and option
plans.
The following summary is not complete. You should refer to the applicable
provisions of the Charter, including the Certificates of Designations pursuant
to which the outstanding series of preferred stock were issued, and to the DGCL
for a complete statement of the terms and rights of the Common Stock.
Dividends. Holders of Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors, out of funds legally available for
their payment (subject to the rights of holders of the preferred stock).
Voting Rights. Each holder of Common Stock is entitled to one vote per
share. Subject to the rights, if any, of the holders of any series of
24
preferred stock pursuant to applicable law or the provision of the Certificate
of Designations creating such series, all voting rights are vested in the
holders of shares of Common Stock. Holders of shares of Common Stock have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect 100% of the directors,
and the holders of the remaining shares voting for the election of directors
will not be able to elect any directors.
Rights Upon Liquidation. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of Common Stock will be
entitled to share equally in any of our assets available for distribution after
the payment in full of all debts and distributions and after the holders of all
series of outstanding preferred stock have received their liquidation
preferences in full.
Miscellaneous. The issued and outstanding shares of Common Stock are fully
paid and nonassessable. Holders of shares of Common Stock are not entitled to
preemptive rights. Shares of Common Stock are not convertible into shares of any
other class of capital stock. ChaseMellon Shareholder Services, L.L.C. is the
transfer agent, registrar and dividend disbursement agent for the Common Stock.
DESCRIPTION OF SECURITIES WARRANTS
We may issue Securities Warrants for the purchase of Debt Securities,
Preferred Stock or Common Stock. Securities Warrants may be issued independently
or together with Debt Securities, Preferred Stock or Common Stock and may be
attached to or separate from any offered securities. Each series of Securities
Warrants will be issued under a separate warrant agreement (a "Securities
Warrant Agreement") to be entered into between us and the Bank or another bank
or trust company, as warrant agent (the "Securities Warrant Agent"). The
Securities Warrant Agent will act solely as our agent in connection with the
Securities Warrants and will not assume any obligation or relationship of agency
or trust for or with any registered holders or beneficial owners of Securities
Warrants. This summary of certain provisions of the Securities Warrants and the
Securities Warrant Agreement is not complete. You should refer to the Securities
Warrant Agreement, including the forms of Securities Warrant Certificate
representing the Securities Warrants, relating to the specific Securities
Warrants being offered for the complete terms of the Securities Warrant
Agreement and the Securities Warrants. That Securities Warrant Agreement,
together with the terms of Securities Warrant Certificate and Securities
Warrants, will be filed with the SEC promptly after the offering of the specific
Securities Warrants.
Each Securities Warrant will entitle the holder to purchase the principal
amount of Debt Securities or the number of shares of Preferred Stock or Common
Stock at the exercise price set forth in, or calculable as set forth in, the
prospectus supplement. Such exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the prospectus supplement. After
the close of business on the expiration date of the Securities Warrant,
unexercised Securities Warrants will become void. The place or places where, and
the manner in which, Securities Warrants may be exercised shall be specified in
the prospectus supplement.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, Preferred Stock or Common Stock, holders of the Securities Warrants
will not have any of the rights of holders of the Debt Securities, Preferred
Stock or Common Stock, as the case may be, purchasable upon such exercise,
including, (i) in the case of Securities Warrants for the purchase of Debt
Securities, the right to receive payments of principal of (and premium, if any)
or interest, if any, on the Debt Securities purchasable upon such exercise or to
enforce covenants in the applicable Indenture, or (ii) in the case of Securities
Warrants for the purchase of Preferred Stock or Common Stock, the right to
receive payments of dividends, if any, on the Preferred Stock or Common Stock
purchasable upon such exercise or to exercise any applicable right to vote.
DESCRIPTION OF CURRENCY WARRANTS
The following description of the terms of the Currency Warrants sets forth
certain general terms and provisions of the Currency Warrants that we may offer.
The particular terms of the Currency Warrants and the extent, if any, to which
general provisions described below do not apply to the Currency Warrants
offered, will be described in the prospectus supplement. The following summary
is not complete. You should refer to the Currency Warrants and the Currency
Warrant Agreement relating to the specific Currency Warrants being
25
offered for the complete terms of those Currency Warrants. The Currency Warrant
and Currency Warrant Agreement will be filed with the SEC promptly after the
offering of the specific Currency Warrants.
Each issue of Currency Warrants will be issued under a warrant agreement
(each, a "Currency Warrant Agreement") to be entered into between us and the
Bank or another bank or trust company, as warrant agent (the "Currency Warrant
Agent"). The Currency Warrant Agent will act solely as our agent under the
applicable Currency Warrant Agreement and will not assume any obligation or
relationship of agency or trust for or with any holders of Currency Warrants.
We may issue Currency Warrants either in the form of (i) currency put
warrants, entitling the holders to receive from us the cash settlement value in
U.S. dollars of the right to sell a specified amount of a specified foreign
currency or composite currency (the "Designated Currency") for a specified
amount of U.S. dollars (each, a "Currency Put Warrant"), or (ii) currency call
warrants, entitling the holders to receive from us the cash settlement value in
U.S. dollars of the right to purchase a specified amount of a Designated
Currency for a specified amount of U.S. dollars (each, a "Currency Call
Warrant").
Prospective purchasers of Currency Warrants should be aware of special
United States Federal income tax considerations applicable to instruments such
as the Currency Warrants. The prospectus supplement relating to each issue of
Currency Warrants will describe such tax considerations.
Except as may otherwise be provided in the applicable prospectus
supplement, the Currency Warrants will be issued in the form of global Currency
Warrant Certificates, registered in the name of a depositary or its nominee.
Holders will not be entitled to receive definitive certificates representing
Currency Warrants. A holder's ownership of a Currency Warrant will be recorded
on or through the records of the brokerage firm or other entity that maintains
such holder's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of that brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
Each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
that issue of Currency Warrants. In the event that the Currency Warrants are
delisted from, or permanently suspended from trading on, the applicable national
securities exchange, the expiration date for such Currency Warrants will be the
date the delisting or trading suspension becomes effective, and Currency
Warrants not previously exercised will be deemed automatically exercised on that
expiration date. The applicable Currency Warrant Agreement will contain a
covenant from us that we will not seek delisting of the Currency Warrants, or
suspension of their trading, on the applicable national securities exchange
unless we have concurrently arranged for listing on another national securities
exchange.
Currency Warrants involve a high degree of risk, including risks arising
from fluctuations in the price of the underlying currency, foreign exchange
risks and the risk that the Currency Warrants will expire worthless. Further,
the cash settlement value of Currency Warrants at any time prior to exercise or
expiration may be less than the trading value of the Currency Warrants. The
trading value of the Currency Warrants will fluctuate because that value is
dependent, at any time, on a number of factors, including the time remaining to
exercise the Currency Warrants, the relationship between the exercise price of
the Currency Warrants and the price of the designated currency, and the exchange
rate associated with the designated currency. Because Currency Warrants are
unsecured obligations of the Company, changes in our perceived creditworthiness
may also be expected to affect the trading prices of Currency Warrants. Finally,
the amount of actual cash settlement of a Currency Warrant may vary as a result
of fluctuations in the price of the designated currency between the time
instructions are given to exercise the Currency Warrant and the time the
exercise is actually effected.
Prospective purchasers should be prepared to sustain a loss of some or all
of the purchase price of their Currency Warrants. Prospective purchasers of
Currency Warrants should be experienced with respect to options and option
transactions and should reach an investment decision only after careful
consideration with their advisers of the suitability of the Currency Warrants in
light of their particular financial circumstances, the information set forth
under "Risk Factors" in the prospectus supplement relating to the particular
issue of Currency Warrants
26
and to the other information regarding the Currency Warrants and the designated
currency set forth in this prospectus and the prospectus supplement.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities, Preferred Stock, Depositary
Shares, Common Stock, Securities Warrants or Currency Warrants (together
referred to as the "Offered Securities") (i) through underwriters, (ii) through
dealers, (iii) through agents or (iv) directly to purchasers. The applicable
prospectus supplement will set forth the terms of the offering of any Offered
Securities.
If underwriters are utilized in the sale of the Offered Securities, we will
execute an underwriting agreement with those underwriters. The underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale of
Offered Securities will be obligated to purchase all the Offered Securities if
any are purchased. In connection with the sale of Offered Securities,
underwriters may be deemed to have received compensation from us in the form of
underwriting discounts or commissions and may also receive commissions from the
purchasers of Offered Securities for whom they may act as agent. Underwriters
may sell Offered Securities to or through dealers. Those dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. If
underwriters are utilized in the sale of any Offered Securities, the applicable
prospectus supplement will contain a statement regarding the intention, if any,
of the underwriters to make a market in the Offered Securities.
If a dealer is utilized directly by us, we will sell the Offered Securities
to the dealer, as principal. The dealer may then resell the Offered Securities
to the public at varying prices to be determined by the dealer at the time of
resale.
Offered Securities may also be offered and sold through agents designated
by us from time to time. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for the period of
its appointment.
Underwriters, dealers or agents participating in the distribution of
Offered Securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Offered Securities may be deemed to be underwriting discounts and commissions
under the Securities Act. Under agreements which may be entered into by us,
underwriters, dealers or agents who participate in the distribution of Offered
Securities may be entitled to indemnification by us against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such underwriters, dealers or agents may be required to make.
The Offered Securities may be sold either at a fixed price or prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices.
Underwriters, dealers or agents may be customers of, engage in transactions
with, or perform services for, us, the Bank, Chase USA, Chase Texas or CSI or
certain of our other subsidiaries in the ordinary course of business.
Offers to purchase Offered Securities may be solicited directly by us.
Except as set forth in the applicable prospectus supplement, none of our
directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with direct sales by us of the
Offered Securities. Those persons may respond to inquiries by potential
purchasers and perform ministerial and clerical work in connection with direct
sales.
Under Section 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), when an NASD member, such as CSI,
participates in the distribution of an affiliated company's securities, the
offering must be conducted in accordance with the applicable provisions of
Section 2720. CSI is considered to be an "affiliate" (as such term is defined in
Section 2720) of ours by virtue of the fact that we are the parent company of
CSI. The offer and sale of any Offered Securities by CSI or any other qualified
affiliate of ours will comply with the requirements of Section 2720 regarding
the underwriting of securities of affiliates and with any restrictions that may
be imposed on CSI or such other affiliate of ours by the Federal Reserve Board.
27
This prospectus and the related prospectus supplement may be used by direct
or indirect wholly-owned subsidiaries of ours, including CSI, in connection with
offers and sales related to secondary market transactions in the Offered
Securities. Those subsidiaries may act as principal or agent in those
transactions. Secondary market sales will be made at prices related to
prevailing market prices at the time of sale.
We may authorize underwriters, dealers and agents to solicit offers by
certain institutions to purchase Offered Securities pursuant to Delayed Delivery
Contracts (each a "Contract") providing for payment and delivery on a future
date specified in the prospectus supplement. Institutions with which Contracts
may be made include commercial and savings banks, insurance companies,
educational and charitable institutions and other institutions we may approve.
The obligations of any purchaser under any Contract will not be subject to any
conditions except that any related sale of Offered Securities to underwriters
shall have occurred and the purchase by an institution of the Offered Securities
covered by its Contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which that institution is
subject.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1997
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
LEGAL OPINIONS
The validity of the Offered Securities will be passed upon for us by
Simpson Thacher & Bartlett, New York, New York, and for any underwriters by
Cravath, Swaine & Moore, New York, New York. Cravath, Swaine & Moore acts as
legal counsel to us and our subsidiaries in a substantial number of matters on a
regular basis.
28
[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
This Prospectus may be used by subsidiaries of The Chase Manhattan
Corporation, including Chase Securities Inc., in connection with offers and
sales in the secondary market of senior or subordinated debt securities or
preferred stock of The Chase Manhattan Corporation or warrants to purchase such
debt securities or preferred stock. These subsidiaries may act as principal or
agent and sales made by them will be made at prices related to market prices at
the time of sale.
Of the series of debt securities issued and outstanding as of the date of
this prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:
Of the series of preferred stock or depositary shares issued and
outstanding as of the date of this prospectus that may be offered by use of this
Prospectus, the following are listed on the New York Stock Exchange and have the
following ticker symbols:
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE AN
OFFER OR SALE IS NOT PERMITTED.
This prospectus is dated , 1998.
WHERE YOU CAN FIND MORE
INFORMATION ABOUT THE COMPANY
The Chase Manhattan Corporation (the "Company", which may be referred to as
"we" or "us") files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed;
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(c) Current Reports on Form 8-K filed on January 21, 1998, January 23,
1998, March 17, 1998, April 21, 1998 and May 20, 1998;
(d) The descriptions of our Common Stock and Preferred Stock contained in
our Registration Statements filed under Section 12 of the Securities Exchange
Act of 1934.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Office of the Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
212-270-4040
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE
AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING
AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.
2
THE CHASE MANHATTAN CORPORATION
GENERAL
The Company is a bank holding company registered under the Bank Holding
Company Act of 1956. We were organized as a Delaware corporation in 1968. As of
March 31, 1998, we were the largest banking institution in the United States,
with $366 billion in assets and $22 billion in stockholders' equity.
We conduct domestic and international financial services businesses through
various bank and non-bank subsidiaries. Our principal bank subsidiaries are The
Chase Manhattan Bank, a New York banking corporation (the "Bank"), Chase
Manhattan Bank USA, National Association, headquartered in Delaware ("Chase
USA"), and Chase Bank of Texas, National Association, headquartered in Texas
("Chase Texas"). Our principal non-bank subsidiary is Chase Securities Inc.
("CSI"), which is engaged in securities underwriting and dealing activities.
On March 31, 1996, The Chase Manhattan Corporation ("heritage Chase")
merged into Chemical Banking Corporation, which changed its name to "The Chase
Manhattan Corporation." The merger was accounted for as a pooling-of-interests.
Therefore, the information presented in this prospectus and the other documents
we file with the SEC are stated on a combined basis as if the merger had been in
effect for all periods presented.
BUSINESS
Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.
Global Banking
Global Banking provides financing, advisory, sales and trading, trade
finance, asset management and private banking services. Clients include
corporations, institutions, governments and wealthy individuals located around
the world. Global Banking operates in more than 50 countries, including major
operations in all key international financial centers. Chase Texas (other than
its consumer and global services businesses) is also included in Global Banking.
Chase Technology Solutions
Chase Technology Solutions combines the Company's global services
businesses, information technology and operations and electronic commerce
initiatives into a single group. Global services is a leading provider of
information and transaction services globally and includes custody, cash
management, trust and other fiduciary services.
National Consumer Services
National Consumer Services included, as of March 31, 1998, the
fourth-largest bank credit card issuer in the U.S., the third-largest originator
and servicer of residential mortgages in the U.S., and a leading provider of
auto financing and other consumer lending products. The Company and its
subsidiaries maintain a leading market share position in the New York
metropolitan tri-state area in serving the financial needs of consumers. We
offer customers convenient access to financial services by telephone, personal
computer and the internet and have the most branches and automated teller
machines in the New York metropolitan tri-state area. National Consumer Services
also has a small international consumer presence.
3
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The consolidated ratios of earnings to fixed charges and the ratios of
earnings to combined fixed charges and preferred stock dividend requirements are
as follows:
For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one-third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one-third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest.
DESCRIPTION OF COMPANY
DEBT SECURITIES
The Company (which includes Chemical Banking Corporation prior to its
merger with heritage Chase) has issued debt securities (the "Company Debt
Securities") from time to time, including senior debt securities (the "Company
Senior Securities") and subordinated debt securities (the "Company Subordinated
Securities"). The following summary of certain provisions of the Company Debt
Securities and the indentures under which they were issued (the "Company
Indentures") is not complete. You should refer to the Company Indentures, copies
of which are exhibits to the registration statement of which this prospectus is
a part (Registration Statement File No. 333- ; the "Registration
Statement"). Section references below are to the section in the applicable
Company Indenture. Capitalized terms have the meanings assigned to them in the
applicable Company Indenture. The referenced sections of the Company Indentures
and the definitions of capitalized terms are incorporated by reference.
GENERAL
The Company Senior Securities have been issued under an Indenture dated as
of December 1, 1989, as amended (the "Company Senior Indenture"), between the
Company and Bankers Trust Company, as Trustee (the "Company Senior Trustee").
The Company Subordinated Securities have been issued under an Indenture dated as
of April 1, 1987, as amended and restated as of December 15, 1992, and as
further amended (the "Company Subordinated Indenture"), between the Company and
U.S. Bank Trust National Association, as Trustee (the "Company Subordinated
Trustee"). The Company Debt Securities may be offered together with warrants to
purchase the Company Debt Securities (the "Debt Warrants"), warrants to purchase
shares of common stock (the "Common Stock Warrants"), warrants to purchase
shares of preferred stock (the "Preferred Stock Warrants") or currency warrants
entitling the holder to receive the cash value in U.S. dollars of the right to
purchase or the right to sell foreign currencies or composite currencies (the
"Currency Warrants"). A supplement to this prospectus will describe the specific
terms of any Debt Warrants, Preferred Stock Warrants or Currency Warrants that
may be issued.
Neither Company Indenture limits the amount of Company Debt Securities that
we may issue. Each Company Indenture provides that Company Debt Securities may
be issued up to the principal amount authorized by us from time to time.
4
The Company is a holding company that conducts substantially all of its
operations through its subsidiaries. As a result, claims of the holders of the
Company Debt Securities will generally have a junior position to claims of
creditors of our subsidiaries, except to the extent that the Company may itself
be recognized as a creditor of those subsidiaries. Claims of creditors of our
subsidiaries other than the Company include substantial amounts of long-term
debt, deposit liabilities, federal funds purchased, securities sold under
repurchase agreements, commercial paper and other short-term borrowings.
The Company Debt Securities have been issued only in fully registered form
without coupons. The Company Indentures also provide that Company Debt
Securities of a series may be issued as permanent global Company Debt
Securities. See "Permanent Global Debt Securities" below. No service charge will
be made for any transfer or exchange of the Company Debt Securities, but the
Company may require payment of any taxes or other governmental charges.
Unless a particular issue of Company Debt Securities is represented by a
permanent global note, principal of (and premium, if any) and interest, if any,
on the Company Debt Securities is payable, and the Company Debt Securities are
transferable or exchangeable, at the corporate trust office of the Bank in New
York City. Payment of interest on any Company Debt Securities may be made at our
option by check mailed to the registered holders of the Company Debt Securities
at their registered addresses. In connection with any payment on a Company Debt
Security, we may require the holder to certify information to the Company. In
the absence of such certification, we may rely on any legal presumption to
determine our responsibilities, if any, to deduct or withhold taxes, assessments
or governmental charges from such payment.
Some of the Company Debt Securities may have been issued as original issue
discount Company Debt Securities. Original issue discount Company Debt
Securities bear no interest or bear interest at a below-market rate and will be
sold at a discount below their stated principal amount. Persons considering the
purchase, ownership or disposition of such original issue discount Company Debt
Securities should consult their own tax advisors concerning the United States
Federal income tax consequences to them with regard to such purchase, ownership
or disposition in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdiction.
Neither Company Indenture restricts our ability to enter into a highly
leveraged transaction or provides special protection to holders of Company Debt
Securities in the event of such a transaction. In addition, neither Indenture
provides special protection in the event of a sudden and dramatic decline in the
credit quality of the Company resulting from a takeover, recapitalization or
similar restructuring of the Company.
COMPANY SENIOR SECURITIES
The Company Senior Securities are direct, unsecured general obligations of
the Company and constitute Senior Indebtedness having the same rank as the other
Senior Indebtedness of the Company. See "Description of Company Debt
Securities -- Company Subordinated Securities -- Subordination" below.
Limitation on Disposition of Stock of the Bank. The Company Senior
Indenture contains a covenant by us that, so long as any of the Company Senior
Securities are outstanding (but subject to our rights in connection with our
consolidation or merger with or into another person or a sale of our assets),
neither we nor any Intermediate Subsidiary (as defined below) will dispose of
any shares of Voting Stock of the Bank (or any securities convertible into, or
options, warrants or rights to purchase shares of Voting Stock of the Bank),
except to the Company or an Intermediate Subsidiary. In addition, the covenant
provides that neither we nor any Intermediate Subsidiary will permit the Bank to
issue any shares of its Voting Stock (or securities convertible into, or
options, warrants or rights to purchase shares of its Voting Stock), nor will we
permit any Intermediate Subsidiary to cease to be an Intermediate Subsidiary.
These restrictions will not apply if (i) any disposition of Voting Stock of the
Bank (or any securities convertible into, or options, warrants or rights to
purchase shares of Voting Stock of the Bank) is made for fair market value, as
determined by the Board of Directors of the Company or the Intermediate
Subsidiary, and (ii) after giving effect to the transaction, we and any one or
more of our Intermediate Subsidiaries will collectively own at least 80% of the
issued and outstanding Voting Stock of the Bank (or any successor to the Bank)
free and clear of any security
5
interest. The above covenant also does not restrict the Bank from being
consolidated with or merged into another domestic banking corporation, if after
the merger or consolidation the Company, or its successor, and any one or more
Intermediate Subsidiaries own at least 80% of the Voting Stock of the resulting
bank and no Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have happened and be
continuing. An Intermediate Subsidiary is defined in the Company Senior
Indenture as a Subsidiary (i) that is organized under the laws of any domestic
jurisdiction and (ii) of which all the shares of capital stock, and all
securities convertible into, and options, warrants and rights to purchase shares
of such capital stock, are owned directly by the Company, free and clear of any
security interest. The above covenant does not prevent the Bank from engaging in
a sale of assets to the extent otherwise permitted by the Company Senior
Indenture. (Section 1006).
Events of Default. The Company Senior Indenture defines an Event of
Default with respect to any series of Company Senior Securities as any one of
the following events:
(i) default in the payment of interest on any Company Senior Security
of that series and continuance of that default for 30 days;
(ii) default in the payment of principal of (or premium, if any, on)
any Company Senior Security of that series at Maturity;
(iii) default in the deposit of any sinking fund payment and
continuance of that default for 5 days;
(iv) failure by the Company for 60 days after notice to perform any of
the other covenants or warranties in the Company Senior Indenture
applicable to that series;
(v) (A) failure by the Company to pay indebtedness for borrowed money,
including Company Senior Securities of other series, in an aggregate
principal amount exceeding $25,000,000, at the later of final maturity or
the expiration of any applicable grace period or (B) acceleration of the
maturity of any of the Company's indebtedness for borrowed money, including
Company Senior Securities of other series, in an aggregate principal amount
exceeding $25,000,000, if such failure to pay or acceleration results from
a default under the instrument giving rise to, or securing, such
indebtedness for money borrowed and is not rescinded or annulled within 30
days after due notice, unless such default is contested in good faith by
appropriate proceedings;
(vi) certain events of bankruptcy, insolvency or reorganization of the
Company or the Bank; and
(vii) any other Event of Default specified with respect to Company
Senior Securities of that series. (Section 501).
If any Event of Default with respect to Company Senior Securities of any
series occurs and is continuing, either the Company Senior Trustee or the
holders of not less than 25% in principal amount of the Outstanding Company
Senior Securities of that series may declare the principal amount (or, if the
Company Senior Securities of that series are Original Issue Discount Securities,
a specified portion of the principal amount) of all Company Senior Securities of
that series to be due and payable immediately. No such declaration is required
upon certain events of bankruptcy. Subject to certain conditions, the
declaration may be annulled and past defaults (except uncured payment defaults
and certain other specified defaults) may be waived by the holders of a majority
in principal amount of the Outstanding Company Senior Securities of that series.
(Sections 502 and 513).
The Company Senior Indenture requires the Company Senior Trustee to, within
90 days after the occurrence of a default known to it with respect to any
outstanding series of Company Senior Securities, give the holders of that series
notice of the default if uncured or not waived. However, the Company Senior
Trustee may withhold the notice if it determines in good faith that the
withholding of the notice is in the interest of those holders, except that the
Company Senior Trustee may not withhold the notice in the case of a payment
default. The above notice shall not be given until 60 days after the occurrence
of a default in the performance of a covenant in the Company Senior Indenture
other than a covenant to make payment. The term "default" for the purpose only
of this provision means any event that is, or after notice or lapse of time or
both would become, an Event of Default with respect to Company Senior Securities
of that series. (Section 602).
6
Other than the duty to act with the required standard of care during a
default, the Company Senior Trustee is not obligated to exercise any of its
rights or powers under the Company Senior Indenture at the request or direction
of any of the holders of Senior Securities, unless the holders shall have
offered to the Company Senior Trustee reasonable security or indemnity. (Section
603). The Company Senior Indenture provides that the holders of a majority in
principal amount of Outstanding Company Senior Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Company Senior Trustee for that series, or exercising any trust
or other power conferred on the Company Senior Trustee. However, the Company
Senior Trustee may decline to act if such direction is contrary to law or the
Company Senior Indenture. (Section 512).
The Company Senior Indenture includes a covenant that the Company will file
annually with the Company Senior Trustee a certificate of no default, or
specifying any default that exists. (Section 1007).
Defeasance and Covenant Defeasance. The Company Senior Indenture contains
a provision that, if made applicable to any series of Company Senior Securities,
permits the Company to elect (i) to defease and be discharged from all of our
obligations (subject to limited exceptions) with respect to any such series of
Company Senior Securities then outstanding ("defeasance") and/or (ii) to be
released from our obligations under certain covenants and the consequences of
the occurrence of an event of default resulting from a breach of these covenants
or a cross-default ("covenant defeasance"). To make either of the above
elections, we must deposit in trust with the Company Senior Trustee, money,
and/or U.S. Government Obligations which through the payment principal and
interest in accordance with their terms will provide sufficient money, without
reinvestment, to repay in full such Company Senior Securities. As a condition to
defeasance or covenant defeasance, we must deliver to the Company Senior Trustee
an Opinion of Counsel that the holders will not recognize income, gain or loss
for Federal income tax purposes as a result of such defeasance or covenant
defeasance. That opinion, in the case of defeasance under clause (i) above, must
refer to and be based upon a ruling received by the Company from the Internal
Revenue Service or which was published as a revenue ruling or upon a change in
applicable Federal income tax law.
Under Federal income tax law as of the date of this prospectus, defeasance
would likely be treated as a taxable exchange of Company Senior Securities for
interests in the defeasance trust. As a result, a holder would recognize gain or
loss equal to the difference between the holder's cost or other tax basis for
the Company Senior Securities and the value of the holder's proportionate
interest in the defeasance trust. That holder thereafter would be required to
include in income a proportionate share of the income, gain or loss, as the case
may be, of the defeasance trust. Under Federal income tax law as of the date of
this prospectus, covenant defeasance would ordinarily not be treated as a
taxable exchange of such Company Senior Securities. Purchasers of Company Senior
Securities should consult their own advisors as to the tax consequences to them
of defeasance and covenant defeasance, including the applicability and effect of
tax laws other than the Federal income tax law.
If the Company exercises its covenant defeasance option with respect to a
particular series of Company Senior Securities, then even if there were a
default under the related covenant, payment of those Company Senior Securities
could not be accelerated. The Company may exercise its defeasance option with
respect to a particular series of Company Senior Securities even if it
previously had exercised its covenant defeasance option. If the Company
exercises its defeasance option, payment of those Company Senior Securities may
not be accelerated because of any Event of Default. If the Company exercises its
defeasance option or covenant defeasance option and an acceleration were to
occur, the realizable value at the acceleration date of the money and U.S.
Government Obligations in the defeasance trust could be less than the principal
and interest then due on those Company Senior Securities. This is because the
required deposit of money and/or U.S. Government obligations in the defeasance
trust is based upon scheduled cash flows rather than market value, which will
vary depending upon interest rates and other factors.
Modification of the Indenture. We and the Company Senior Trustee may make
modifications and amendments to the Company Senior Indenture with the consent of
the holders of not less than a majority in principal amount of each series of
Outstanding Company Senior Securities affected by the
7
modification or amendment. However, without the consent of each affected holder,
no such modification may (i) change the Stated Maturity of any Company Senior
Security of any series, (ii) reduce the principal amount of (or premium, if any,
on) any Company Senior Security, (iii) reduce the rate of payment of interest on
any Company Senior Security, or change certain other provisions relating to the
yield of the Company Senior Security, (iv) change the currency or currencies in
which any Company Senior Security is payable, (v) reduce the percentage of
holders of Outstanding Company Senior Securities of any series required to
consent to any modification, amendment or any waiver under the Company Senior
Indenture, or (vi) change the provisions in the Company Senior Indenture that
relate to its modification or amendment. (Section 902).
We and the Company Senior Trustee may amend the Company Senior Indenture in
certain circumstances without the consent of the holders of the Company Senior
Securities in the event we merge with another person, to replace the Company
Senior Trustee, to effect modifications that do not affect any outstanding
series of Company Senior Securities, and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of
the holders of any Company Senior Securities, consolidate or merge with any
other person or transfer or lease all or substantially all of our assets to
another person or permit another corporation to merge into the Company, provided
that: (i) the successor is a person organized under U.S. laws; (ii) the
successor, if not us, assumes our obligations on the Company Senior Securities
and under the Company Senior Indenture; (iii) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing; and (iv) certain other conditions are met. (Section 801).
The principal terms of the Company Senior Securities issued and outstanding
as of the date of this Prospectus are set forth below.
8
TERMS AND PROVISIONS OF SENIOR MEDIUM-TERM NOTES, SERIES C
The table set forth below indicates the issuance dates, maturity dates and
a summary of certain interest rate terms of the $2,652,079,000 aggregate
principal amount of Senior Medium-Term Notes, Series C (the "Senior Series C
Notes"), issued and outstanding as of the date of this prospectus. The Senior
Series C Notes are not subject to any sinking fund and unless otherwise stated
below are not subject to redemption or repayment prior to maturity. Unless
otherwise indicated below, the redemption price for any Senior Series C Note
that is redeemable is 100% of its principal amount, plus accrued and unpaid
interest, if any, to the redemption date. The Senior Series C Notes have either
(a) fixed interest rates or (b) floating interest rates which are reset
periodically, by reference to an interest rate basis or formula.
9
COMPANY SUBORDINATED SECURITIES
General. The Company Subordinated Securities are direct, unsecured general
obligations of the Company that are subordinate in right of payment to all
Senior Indebtedness and, in certain circumstances described below relating to
our dissolution, winding-up, liquidation or reorganization, to all Additional
Senior Obligations (as defined below). The Company Subordinated Indenture does
not limit the amount of debt (including Senior Indebtedness) or Additional
Senior Obligations which we may incur.
Unless otherwise indicated below with respect to a particular series of
Company Subordinated Securities, the maturity of the Company Subordinated
Securities will be subject to acceleration only upon our bankruptcy or
reorganization. See "Defaults and Waivers Thereof" below.
If any Company Subordinated Securities are specified below as convertible
into Common Stock ("Subordinated Convertible Securities"), the holders will be
entitled, as specified below, to convert those Subordinated Convertible
Securities into Common Stock, at the conversion price specified below.
The holders of a particular series of Company Subordinated Securities may
be obligated at maturity, or at any earlier time as set forth below, to exchange
that series of Company Subordinated Securities for Capital Securities (as
defined below) on terms specified below (Article Seventeen). "Capital
Securities" may consist of our Common Stock, perpetual preferred stock or other
of our capital securities acceptable to our primary Federal banking regulator.
Currently, our primary Federal banking regulator is the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board"). Whenever Company
Subordinated Securities are exchangeable for Capital Securities, we will be
obligated to deliver Capital Securities with a market value equal to the
principal amount of those Company Subordinated Securities. In addition, we will
unconditionally undertake, at our expense, to sell the Capital Securities in a
sale (the "Secondary Offering") on behalf of any holders who elect to receive
cash for the Capital Securities. The Common Stock is described below under
"Description of Capital Stock -- Common Stock". A description of our preferred
stock is set forth below under "Description of Capital Stock -- Preferred
Stock".
Subordination. The Company Subordinated Securities are subordinated in
right of payment to all Senior Indebtedness and, under certain circumstances,
Additional Senior Obligations. As of March 31, 1998, Senior Indebtedness and
Additional Senior Obligations of the Company aggregated approximately $9.5
billion.
The Company Subordinated Indenture defines "Senior Indebtedness" to mean
the principal of (and premium, if any) and interest on all indebtedness for
money borrowed by us, whether outstanding on the date the Company Subordinated
Indenture became effective or created, assumed or incurred after that date
(including all indebtedness of another person for money borrowed that we
guarantee). However, Senior Indebtedness does not include (A) Antecedent Company
Subordinated Indebtedness (as defined below), (B) Company Subordinated
Securities issued on or after December 15, 1992, (C) Assumed MHC Subordinated
Securities (as defined below), (D) Assumed Old Chase Subordinated Securities (as
defined below) and (E) other debt of ours which is expressly stated to have the
same rank as the Company Subordinated Securities or to rank not senior to the
Company Subordinated Securities (such other debt is referred to as "Other
Subordinated Indebtedness").
The Company Subordinated Indenture defines "Additional Senior Obligations"
to mean all indebtedness of the Company for claims in respect of derivative
products, such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements except Senior Indebtedness and except for
obligations which are expressly stated to have the same rank as or to be junior
to the Company Subordinated Securities.
At March 31, 1998, we had approximately $2.7 billion of Company
Subordinated Securities issued under the Company Subordinated Indenture and we
had approximately $304 million of Other Subordinated Indebtedness outstanding
that ranked equally with the Subordinated Securities.
10
Antecedent Company Subordinated Indebtedness means all outstanding
subordinated indebtedness of the Company issued prior to December 15, 1992
(other than Assumed MHC Subordinated Indebtedness and Assumed Old Chase
Subordinated Indebtedness). At March 31, 1998, we had approximately $1.1 billion
of Antecedent Company Subordinated Indebtedness outstanding.
MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company which was assumed by us as a result of the merger of
Manufacturers Hanover Corporation into the Company on December 31, 1991. At
March 31, 1998, we had approximately $150 million of Assumed MHC Subordinated
Indebtedness outstanding.
Assumed Old Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of heritage Chase which was assumed by us as a result
of the merger of heritage Chase into the Company. At March 31, 1998, we had
approximately $3.7 billion of Assumed Old Chase Subordinated Indebtedness
outstanding.
Under the Company Subordinated Indenture, no payment may be made on the
Company Subordinated Securities and no exchange for Capital Securities may be
made in the event:
- we have failed to pay all amounts of principal (and premium, if any) and
interest, if any, due on all Company Senior Indebtedness; or
- there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any
Company Senior Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or
reorganization: (i) the holders of Company Senior Indebtedness will be paid the
full amounts of principal (and premium, if any) and interest, if any, before any
payment or distribution is made on the Company Subordinated Securities, and (ii)
if, after such payments on the Company Senior Indebtedness have been made, (A)
there are amounts available for payment on the Company Subordinated Securities
and (B) creditors in respect of Additional Senior Obligations have not received
their full payments, then amounts available for payment on the Company
Subordinated Securities will first be used to pay in full all such Additional
Senior Obligations before any payment will be made on the Company Subordinated
Securities.
No series of our subordinated debt securities is subordinated to any of our
other series of subordinated debt securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness; Company
Subordinated Indebtedness and Other Subordinated Indebtedness are subordinated
to Senior Indebtedness and, in certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, to Additional Senior
Obligations; Assumed MHC Subordinated Indebtedness is subordinated to Senior
Indebtedness, Additional Senior Obligations and all of our other obligations to
our creditors, except any obligation which is expressly stated to have the same
rank as, or to rank not senior to, the Assumed MHC Subordinated Indebtedness;
and Old Chase Subordinated Indebtedness is subordinated to Senior Indebtedness,
Additional Senior Obligations and all of our other obligations to our creditors,
except any obligation which is expressly stated to have the same rank as, or to
rank not senior to, the Assumed Old Chase Subordinated Indebtedness. As a result
of the differences between the subordination provisions applicable to the
Company Subordinated Indebtedness, the Antecedent Company Subordinated
Indebtedness, the Assumed MHC Subordinated Indebtedness, the Assumed Old Chase
Subordinated Indebtedness and the Other Subordinated Indebtedness, in the event
of our dissolution, winding-up, liquidation or reorganization, the holders of
Company Subordinated Indebtedness and Other Subordinated Indebtedness may
receive less, ratably, than the holders of Antecedent Company Subordinated
Indebtedness, but more, ratably, than the holders of Assumed MHC Subordinated
Indebtedness and Assumed Old Chase Subordinated Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. Except as noted in
the next sentence, the Company Subordinated Indenture does not contain a
covenant prohibiting us from selling or otherwise disposing of any shares of, or
securities convertible into, or options, warrants or rights to purchase shares
of, voting stock of the Bank, nor does it prohibit the Bank from issuing any
such shares of voting stock or securities convertible into, or options, warrants
or rights to purchase shares of its voting stock. However, the Company
Subordinated Indenture does contain a covenant, which is for the exclusive
benefit of the holders of the Ante-
11
cedent Company Subordinated Indebtedness and which is subject to the provisions
described below under "Consolidation, Merger and Sale of Assets," that we will
not sell or otherwise dispose of any shares of, or securities convertible into,
or options, warrants or rights to purchase shares of, voting stock of the Bank,
nor will we permit the Bank to issue any such shares of voting stock or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock. However, the covenant does not prohibit: (i) issuances or
sales of directors' qualifying shares; (ii) issuances or sales of shares to us;
(iii) sales or other dispositions or issuances for fair market value, as
determined by our Board of Directors so long as we would continue to own
directly or indirectly not less than 80% of the issued and outstanding shares of
the voting stock of the Bank; (iv) sales or other dispositions or issuances made
in compliance with an order or direction of a court or regulatory authority of
competent jurisdiction; and (v) sales of voting stock by the Bank to its
shareholders if such sales do not reduce the percentage of shares of voting
stock owned by us. (Section 5.07).
Defaults and Waivers. The Company Subordinated Indenture defines an Event
of Default (i) with respect to Antecedent Company Subordinated Indebtedness, as
any one of certain events of bankruptcy, insolvency and reorganization affecting
the Company; (ii) with respect to Company Subordinated Indebtedness, as any one
of certain events of bankruptcy or reorganization affecting the Company and any
other event described below as an Event of Default for a particular series.
(Section 7.01). If an Event of Default occurs and is continuing with respect to
any outstanding series of Company Subordinated Securities, the Company
Subordinated Trustee or the holders of at least 25% in aggregate principal
amount of that outstanding series may declare the principal (or, in the case of
original issue discount Company Subordinated Securities, a specified amount of
principal) of all Company Subordinated Securities of that series to be due and
payable immediately in cash. Subject to certain conditions, any such declaration
may be annulled, and certain past defaults may be waived, by the holders of not
less than a majority in aggregate principal amount of the Company Subordinated
Securities of that series. (Section 7.01). The right of the holders of the
Company Subordinated Securities of a series to demand payment in cash upon the
occurrence and continuance of an Event of Default continues to exist so long as
the Company Subordinated Securities of that series have not been exchanged or
converted. Any right to enforce such payment in cash would, in the event of the
bankruptcy or reorganization of the Company, be subject to the broad equity
powers of a Federal bankruptcy court and to its determination of the nature and
status of the payment claims of the holders of the Company Subordinated
Securities. Prior to any declaration of acceleration, the holders of a majority
in aggregate principal amount of the applicable series of Company Subordinated
Securities may waive any past default or Event of Default, except a payment
default. (Section 7.07).
Unless otherwise provided in the terms of a series of Company Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Company Subordinated Securities of that series upon a default in the
payment of principal or interest or a default in the performance of any covenant
or agreement in the Company Subordinated Securities or the Company Subordinated
Indenture. In the event of default in the payment of interest or principal
(including a default in the delivery of any Capital Securities in exchange for
Company Subordinated Securities) or in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture, the Company Subordinated Trustee may, subject to certain limitations
and conditions, seek to enforce that payment (or delivery) or the performance of
that covenant or agreement.
The Company Subordinated Indenture requires the Company Subordinated
Trustee, within 90 days after the occurrence of a default with respect to
Company Subordinated Securities of any series, to give the holders of that
series notice of all uncured defaults known to it (the term "default" being
defined to include the events specified above without grace periods or notice).
However, except in certain cases (involving the bankruptcy or reorganization of
the Company, a payment default or default in the obligation to deliver Capital
Securities in exchange for Company Subordinated Securities), the Company
Subordinated Trustee may withhold the notice if it determines in good faith that
the withholding of the notice is in the interest of those holders. (Section
7.08). We are required to furnish to the Company Subordinated Trustee annually
an officers' certificate as to the absence of defaults
12
under the Company Subordinated Indenture. (Section 5.06).
Other than the duties of the Company Subordinated Trustee to act with the
required standard of care during a default, the Company Subordinated Trustee is
not obligated to exercise any of its rights or powers under the Company
Subordinated Indenture at the request or direction of any of the holders of the
Company Subordinated Securities, unless those holders shall have offered to the
Company Subordinated Trustee reasonable security or indemnity. Subject to that
provision for security or indemnification, the holders of a majority in
principal amount of the Company Subordinated Securities of any series then
outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to, or exercising any trust
or power conferred on, the Company Subordinated Trustee with respect to the
Company Subordinated Securities of that series. (Sections 7.07 and 8.02).
Modification of the Company Subordinated Indenture. The Company
Subordinated Indenture contains provisions permitting us and the Company
Subordinated Trustee to modify the Company Subordinated Indenture or the rights
of the holders of the Company Subordinated Securities with the consent of the
holders of not less than a majority in principal amount of each outstanding
series of the Company Subordinated Securities affected by the modification.
However, no such modification may, without the consent of each holder of the
Company Subordinated Security affected by the modification: (i) change the
stated maturity date of the principal of, or any installment of principal of or
interest on, any Company Subordinated Security; (ii) reduce the principal amount
of (or premium, if any) or interest, if any, on any Company Subordinated
Security; (iii) reduce the portion of the principal amount of an original issue
discount Company Subordinated Security payable upon acceleration of the maturity
thereof; (iv) reduce any amount payable upon redemption of any Company
Subordinated Security; (v) change the place or places where, or the currency in
which, any Company Subordinated Security or any premium or the interest thereon
is payable; (vi) change the definition of "Market Value"; (vii) impair the right
of any holders of Company Subordinated Securities of any series to receive on
any Exchange Date for Company Subordinated Securities of that series Capital
Securities with a Market Value equal to that required by the terms of the
Company Subordinated Securities; (viii) impair the conversion rights (if any) of
any holders; (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Company Subordinated
Security (including any right of redemption at the option of the holder of that
Company Subordinated Security) or impair any rights to the delivery of Capital
Securities in exchange for any Company Subordinated Security or to require the
Company to sell Capital Securities in a Secondary Offering or to require the
delivery of Common Stock, Company Debt Securities or other property upon
conversion of Company Subordinated Securities; (x) reduce the above-stated
percentage of Company Subordinated Securities of any series the consent of the
holders of which is necessary to modify or amend the Company Subordinated
Indenture or reduce the percentage of Company Subordinated Securities of any
series the holders of which are required to waive any past default or Event of
Default; or (xi) modify the foregoing requirements. (Section 11.02).
The Company Subordinated Indenture permits us and the Company Subordinated
Trustee to amend the Company Subordinated Indenture in certain circumstances
without the consent of the holders of Company Subordinated Securities in the
event of the merger of the Company, the replacement of the Company Subordinated
Trustee, to effect modifications which do not affect any outstanding series of
Company Subordinated Securities and for certain other purposes. (Section 11.01).
Consolidation, Merger and Sale of Assets. We may not merge or consolidate
with any other corporation or sell or convey all or substantially all of our
assets to any other corporation, unless (i) we are the continuing corporation or
the successor corporation expressly assumes the payment of the principal of
(including issuance and delivery of Capital Securities) and premium, if any, and
interest, if any, on the Company Subordinated Securities and the performance and
observance of all the covenants and conditions of the Company Subordinated
Indenture binding upon us, and (ii) we or the successor corporation shall not,
immediately after such merger or consolidation or such sale or conveyance, be in
default in the performance of any such covenant or condition. (Article Twelve).
The principal terms of the Company Subordinated Securities issued and
outstanding as of the date of this Prospectus are set forth below.
13
TERMS AND PROVISIONS OF 10 3/8% SUBORDINATED NOTES DUE 1999
The 10 3/8% Subordinated Notes Due 1999 (the "10 3/8% 1999 Notes") are
limited to $100,000,000 aggregate principal amount and will mature on March 15,
1999. The 10 3/8% 1999 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 10 3/8% 1999 Notes. The 10 3/8% 1999 Notes bear
interest from March 15, 1989 (or from the most recent date on which interest was
paid), payable semiannually in arrears on each March 15 and September 15,
commencing September 15, 1989, to the persons in whose names the 10 3/8% 1999
Notes are registered at the close of business on the first day of March or
September preceding such March 15 or September 15. The happening of one or more
of the following events shall constitute an Event of Default with respect to the
10 3/8% 1999 Notes: (i) default for 30 days in the payment of any installment of
interest on any 10 3/8% 1999 Note; (ii) default in the payment, when due, of the
principal of any 10 3/8% 1999 Note; (iii) default, for 60 days after appropriate
written notice, in the observance or performance of any of our other covenants
or agreements contained in the 10 3/8% 1999 Notes or in the Company Subordinated
Indenture for the benefit of the 10 3/8% 1999 Notes; and (iv) certain events of
bankruptcy, insolvency and reorganization affecting us or the Bank.
TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED
CAPITAL NOTES DUE 1999
The 9 3/4% Subordinated Capital Notes Due 1999 (the "9 3/4% 1999 Notes")
are limited to $300,000,000 aggregate principal amount and will mature on June
15, 1999. The 9 3/4% 1999 Notes are not redeemable prior to maturity, except
upon the occurrence of certain events relating to the Federal income tax
treatment of the 9 3/4% 1999 Notes to the Company, and no sinking fund is
provided for the 9 3/4% 1999 Notes. The 9 3/4% 1999 Notes bear interest from
June 22, 1987 (or from the most resent date on which interest was paid), payable
semiannually in arrears on each June 15 and December 15, commencing December 15,
1987, to the persons in whose names the 9 3/4% 1999 Notes are registered at the
close of business on the first day of June or December preceding such June 15 or
December 15. At maturity, the 9 3/4% 1999 Notes will be exchanged for Capital
Securities having a Market Value equal to the principal amount of the 9 3/4%
1999 Notes, unless we elect to pay in cash the principal amount of the 9 3/4%
1999 Notes, in whole or in part, from amounts representing proceeds of other
issuances of Capital Securities which we have previously designated for such use
("Designated Proceeds"). The Company has Designated Proceeds sufficient to pay
the 9 3/4% 1999 Notes in cash at maturity.
TERMS AND PROVISIONS OF 10 1/8% SUBORDINATED
CAPITAL NOTES DUE 2000
The 10 1/8% Subordinated Capital Notes Due 2000 (the "10 1/8% 2000 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on
November 1, 2000. The 10 1/8% 2000 Notes are not subject to redemption prior to
maturity, except upon the occurrence of certain events relating to the Federal
income tax treatment of the 10 1/8% 2000 Notes to the Company, and no sinking
fund is provided for the 10 1/8% 2000 Notes. The 10 1/8% 2000 Notes bear
interest from November 1, 1988 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each May 1 and November 1,
commencing May 1, 1989, to the persons in whose names the 10 1/8% 2000 Notes are
registered at the close of business on the fifteenth day of April or October
preceding such May 1 or November 1. At maturity, the 10 1/8% 2000 Notes will be
exchanged for Capital Securities having a Market Value equal to the principal
amount of the 10 1/8% 2000 Notes, unless we elect to pay in cash the principal
amount of the 10 1/8% 2000 Notes, in whole or in part, from Designated Proceeds.
The Company has Designated Proceeds sufficient to pay the 10 1/8% 2000 Notes in
cash at maturity.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED NOTES DUE 2002
The 8 1/2% Subordinated Notes Due 2002 (the "8 1/2% 2002 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on February
15, 2002. The 8 1/2% 2002 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 8 1/2% 2002 Notes. The 8 1/2% 2002 Notes bear
interest from February 10, 1992 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each February 15 and August 15,
commencing August 15, 1992, to the persons in whose names the 8 1/2% 2002 Notes
are registered at the close of business on the first day of February or August
preceding such February 15 or August 15. The happening of one or more of the
following events shall
14
constitute an Event of Default with respect to the 8 1/2% 2002 Notes: (i)
default for 30 days in the payment of any installment of interest on any 8 1/2%
2002 Note; (ii) default in the payment, when due, of the principal of any 8 1/2%
2002 Note; (iii) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements contained
in the 8 1/2% 2002 Notes; and (iv) certain events of bankruptcy, insolvency and
reorganization affecting us or the Bank.
TERMS AND PROVISIONS OF 8 5/8% SUBORDINATED
DEBENTURES DUE 2002
The 8 5/8% Subordinated Debentures Due 2002 (the "8 5/8% 2002 Debentures")
are limited to $150,000,000 aggregate principal amount and will mature on May 1,
2002. The 8 5/8% 2002 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 8 5/8% 2002 Debentures. The 8 5/8% 2002
Debentures bear interest from May 1, 1992 (or from the most recent date on which
interest was paid), payable semiannually in arrears on each May 1 and November
1, commencing November 1, 1992, to the persons in whose names the 8 5/8% 2002
Debentures are registered at the close of business on the fifteenth day of April
or October preceding such May 1 or November 1.
TERMS AND PROVISIONS OF 8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002
The 8 1/8% Subordinated Notes Due June 15, 2002 (the "8 1/8% 2002 Notes")
are limited to $100,000,000 aggregate principal amount and will mature on June
15, 2002. The 8 1/8% 2002 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 8 1/8% 2002 Notes. The 8 1/8% 2002 Notes bear
interest from June 15, 1992 (or from the most recent date on which interest was
paid), payable semiannually in arrears on each June 15 and December 15,
commencing December 15, 1992, to the persons in whose names the 8 1/8% 2002
Notes are registered at the close of business on the first day of June or
December preceding such June 15 or December 15.
TERMS AND PROVISIONS OF 7 5/8% SUBORDINATED NOTES DUE 2003
The 7 5/8% Subordinated Notes Due 2003 (the "7 5/8% 2003 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on January
15, 2003. The 7 5/8% 2003 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 7 5/8% 2003 Notes. The 7 5/8% 2003 Notes bear
interest from January 22, 1993 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each January 15 and July 15,
commencing July 15, 1993, to the persons in whose names the 7 5/8% 2003 Notes
are registered at the close of business on the first day of January or July
preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED
DEBENTURES DUE 2005
The 7 1/8% Subordinated Debentures Due 2005 (the "7 1/8% 2005 Debentures")
are limited to $200,000,000 aggregate principal amount and will mature on March
1, 2005. The 7 1/8% 2005 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 7 1/8% 2005 Debentures. The 7 1/8% 2005
Debentures bear interest from March 1, 1993 (or from the most recent date on
which interest was paid), payable semiannually in arrears on each March 1 and
September 1, commencing September 1, 1993, to the persons in whose names the
7 1/8% 2005 Debentures are registered at the close of business on the fifteenth
day of February or August preceding such March 1 or September 1.
TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED
DEBENTURES DUE 2006
The 7 7/8% Subordinated Debentures Due 2006 (the "7 7/8% 2006 Debentures")
are limited to $150,000,000 aggregate principal amount and will mature on July
15, 2006. The 7 7/8% 2006 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 7 7/8% 2006 Debentures. The 7 7/8% 2006
Debentures bear interest from July 27, 1994 (or from the most recent date on
which interest was paid), payable semiannually in arrears on each January 15 and
July 15, commencing January 15, 1995, to the persons in whose names the 7 7/8%
2006 Debentures are registered at the close of business on the first day of
January or July preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED NOTES DUE 2007
The 7 1/8% Subordinated Notes due 2007 (the "7 1/8% 2007 Notes") are
limited to $300,000,000
15
aggregate principal amount and will mature on February 1, 2007. The 7 1/8% 2007
Notes are not redeemable prior to maturity and no sinking fund is provided for
the 7 1/8% 2007 Notes. The 7 1/8% 2007 Notes bear interest from January 29, 1997
(or from the most recent date on which interest was paid), payable semiannually
in arrears on each February 1 and August 1, commencing August 1, 1997, to the
persons in whose names the 7 1/8% 2007 Notes are registered at the close of
business on the fifteenth day of January and July preceding such February 1 or
August 1.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED
DEBENTURES DUE 2009
The 6 1/2% Subordinated Debentures Due 2009 (the "6 1/2% 2009 Debentures")
are limited to $200,000,000 aggregate principal amount and will mature on
January 15, 2009. The 6 1/2% 2009 Debentures are not redeemable prior to
maturity and no sinking fund is provided for the 6 1/2% 2009 Debentures. The
6 1/2% 2009 Debentures bear interest from January 25, 1994 (or from the most
recent date on which interest was paid), payable semiannually in arrears on each
January 15 and July 15, commencing July 15, 1994, to the persons in whose names
the 6 1/2% 2009 Debentures are registered at the close of business on the first
day of January or July preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/4% SUBORDINATED NOTES DUE 2007
The 7 1/4% Subordinated Notes Due 2007 (the "7 1/4% 2007 Notes") are
limited to $320,000,000 aggregate principal amount and will mature on June 1,
2007. The 7 1/4% 2007 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 7 1/4% 2007 Notes. The 7 1/4% 2007 Notes bear interest
from May 21, 1997 (or from the most recent date on which interest was paid),
payable semiannually in arrears on each June 1 and December 1, commencing
December 1, 1997, to the persons in whose names the 7 1/4% 2007 Notes are
registered at the close of business on the fifteenth day of May or November
preceding such June 1 or December 1.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED NOTES DUE 2009
The 7 1/8% Subordinated Notes Due 2009 (the "7 1/8% 2009 Notes") are
limited to $250,000,000 aggregate principal amount and will mature on June 15,
2009. The 7 1/8% 2009 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 7 1/8% 2009 Notes. The 7 1/8% 2009 Notes bear interest
from June 12, 1997 (or from the most recent date on which interest was paid),
payable semiannually in arrears on each June 15 and December 15, commencing
December 15, 1997, to the persons in whose names the 7 1/8% 2009 Notes are
registered at the close of business on the first day of June or December
preceding such June 15 or December 15.
TERMS AND PROVISIONS OF 6 3/8% SUBORDINATED NOTES DUE 2008
The 6 3/8% Subordinated Notes Due 2008 (the "6 3/8% 2008 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on February
15, 2008. The 6 3/8% 2008 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 6 3/8% 2008 Notes. The 6 3/8% 2008 Notes bear
interest from February 11, 1998 (or from the most recent date on which interest
was paid), payable semiannually in arrears on each February 15 and August 15,
commencing August 15, 1998, to the persons in whose names the 6 3/8% 2008 Notes
are registered at the close of business on the first day of February or August
preceding such February 15 or August 15.
TERMS AND PROVISIONS OF 6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008
The 6 3/8% Subordinated Notes Due April 1, 2008 (the "6 3/8% April 1, 2008
Notes") are limited to $250,000,000 aggregate principal amount and will mature
on April 1, 2008. The 6 3/8% April 1, 2008 Notes are not redeemable prior to
maturity and no sinking fund is provided for the 6 3/8% April 1, 2008 Notes. The
6 3/8% April 1, 2008 Notes bear interest from April 7, 1998 (or from the most
recent date on which interest was paid), payable semiannually in arrears on each
April 1 and October 1, commencing October 1, 1998, to the persons in whose names
the 6 3/8% April 1, 2008 Notes are registered at the close of business on the
15th day of March or September preceding such April 1 or October 1.
16
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A
The table set forth below indicates the issuance dates, maturity dates and
a summary of certain general interest rate terms of the $985,000,000 aggregate
principal amount of Subordinated Medium-Term Notes, Series A (the "Subordinated
Series A Notes"), issued and outstanding as of the date of this prospectus. The
Subordinated Series A Notes are not subject to any sinking fund and (unless
otherwise stated below) are not subject to redemption or repayment prior to
maturity. Unless otherwise indicated below, the redemption price for any
Subordinated Series A Note that is redeemable is 100% of its principal amount,
plus accrued and unpaid interest, if any, to the redemption date. The
Subordinated Series A Notes have either (a) fixed interest rates or (b) floating
interest rates which are determined, and adjusted periodically, by reference to
an interest rate basis or formula.
17
18
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
Set forth below is a table indicating the issuance dates, the maturity
dates and a summary of certain general interest rate terms of the $207,250,000
aggregate principal amount of Subordinated Medium-Term Notes, Series B (the
"Subordinated Series B Notes") issued and outstanding as of the date of this
prospectus. The Subordinated Series B Notes are not subject to any sinking fund
and (unless otherwise stated below) are not redeemable prior to their stated
maturity. Unless otherwise indicated below, the redemption price for any
Subordinated Series B Note that is redeemable is 100% of its principal amount,
plus accrued and unpaid interest, if any, to the redemption date. The
Subordinated Series B Notes have either (a) fixed interest rates or (b) floating
interest rates which are reset periodically, by reference to an interest rate
basis or formula.
PERMANENT GLOBAL COMPANY DEBT SECURITIES
Certain series of the Company Debt Securities were issued in permanent
global form. See "Permanent Global Debt Securities" for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.
19
INFORMATION CONCERNING THE TRUSTEES
The Company, the Bank and certain of our other subsidiaries maintain
deposits with, and conduct other banking transactions with, the trustees under
each of the Company Indentures in the ordinary course of business. U.S. Bank
Trust National Association is also trustee under the Old Chase Subordinated
Indenture (as defined below) and Bankers Trust Company is also trustee under the
Old Chase Senior Indenture (as defined below).
20
DESCRIPTION OF OLD CHASE
DEBT SECURITIES
In connection with the merger of heritage Chase with and into the Company,
we assumed the obligations of heritage Chase with respect to certain senior debt
securities (the "Old Chase Senior Securities") and certain subordinated debt
securities (the "Old Chase Subordinated Securities," and together with the Old
Chase Senior Securities, the "Old Chase Debt Securities"). The following summary
of certain provisions of the Old Chase Debt Securities and the indentures under
which they were issued (the "Old Chase Indentures") is not complete. You should
refer to the Old Chase Indentures, copies of which are exhibits to the
Registration Statement. Capitalized terms have the meanings assigned to them in
the applicable Old Chase Indenture, and the definitions of those terms are
incorporated by reference.
GENERAL
The Old Chase Senior Securities have been issued under an Indenture, dated
as of July 1, 1986 (the "Old Chase Senior Indenture"), as amended, between the
Company and Bankers Trust Company, as Trustee (the "Old Chase Senior Trustee").
The Old Chase Subordinated Securities have been issued under an Indenture, dated
as of May 1, 1987, as amended (the "Old Chase Subordinated Indenture"), between
the Company and U.S. Bank Trust National Association, as successor Trustee (the
"Old Chase Subordinated Trustee").
Neither Old Chase Indenture limits the amount of debt securities that may
be issued by us. As noted above, because the Company is a holding company,
claims of holders of the Old Chase Debt Securities will generally have a junior
position to claims of creditors of the Company's subsidiaries. See "Description
of Company Debt Securities -- General" above.
The Old Chase Debt Securities have been issued in fully registered form
without coupons. Neither Old Chase Indenture restricts our ability to enter into
a highly leveraged transaction or provides special protection to holders of Old
Chase Debt Securities in the event of such a transaction. In addition, neither
Old Chase Indenture provides special protection in the event of a sudden and
dramatic decline in the credit quality of the Company resulting from a takeover,
recapitalization or similar restructuring of the Company.
OLD CHASE SENIOR SECURITIES
The Old Chase Senior Securities are direct, unsecured general obligations
of the Company and constitute Senior Indebtedness having the same rank as the
other Senior Indebtedness of the Company. See "Description of Company Debt
Securities -- Company Subordinated Securities -- Subordination" above.
Limitation on Disposition of Voting Stock of the Bank. The Old Chase
Senior Indenture contains a covenant by us that, so long as any Old Chase Senior
Securities are outstanding, we will not create a security interest in more than
20% of the shares of voting stock of the Bank, or permit more than 20% of those
shares (exclusive of directors' qualifying shares) to be held directly or
indirectly other than by (i) the Company or (ii) a corporation which is
wholly-owned (except for directors' qualifying shares) by the Company.
Defaults and Waivers. The Old Chase Senior Indenture provides that one or
more of the following events shall constitute an Event of Default with respect
to the Old Chase Senior Securities of that series:
(i) default in the payment of interest on any Old Chase Senior
Securities of that series for a period of 30 days;
(ii) default in the payment of the principal of (or premium, if any,
on) any Old Chase Senior Securities of that series;
(iii) default in performance, or breach, of any covenant or warranty
of the Company contained in the Old Chase Senior Indenture for the benefit
of Old Chase Senior Securities of that series for a period of 60 days after
notice of the default or breach has been given to the Company;
(iv) certain events of bankruptcy, insolvency or reorganization of the
Company; and
(v) any other Event of Default specified with respect to the Old Chase
Senior Securities of that series.
If an Event of Default occurs and is continuing with respect to the Old
Chase Senior Securities of any series, the Old Chase Senior Trustee or the
holders of not less than 25% in principal amount of the Old Chase Senior
Securities of that series then outstanding may declare the principal of the Old
21
Chase Senior Securities of that series (or, if the Old Chase Senior Securities
of that series were issued as discounted Old Chase Senior Securities, a
specified portion of that principal amount) to be due and payable immediately.
Under certain conditions the declaration may be annulled, and certain past
defaults waived, by the holders of not less than a majority in principal amount
of the Old Chase Senior Securities of that series, upon the conditions provided
in the Indenture.
The Old Chase Senior Indenture requires the Old Chase Senior Trustee to,
within 90 days after the occurrence of a default known to it, with respect to
any outstanding series of Old Chase Senior Securities, give the holders of that
series notice of the default if uncured or not waived. However, the Old Chase
Senior Trustee may withhold the notice if it determines in good faith that the
withholding of the notice is in the interest of those holders, except that the
Old Chase Trustee may not withhold the notice in the case of a payment default.
The above notice shall not be given until 30 days after the occurrence of a
default in the performance of a covenant in the Old Chase Senior Indenture other
than a covenant to make payment. The term "default" for the purposes of this
provision means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Old Chase Senior Securities of
that series.
Other than the duty to act with the required standard of care during a
default, the Old Chase Senior Trustee is not obligated to exercise any of its
rights or powers under the Old Chase Senior Indenture at the request or
direction of the holders, unless the holders shall have offered to the Old Chase
Senior Trustee reasonable indemnity. Subject to that requirement for indemnity
and certain other conditions, the holders of a majority in principal amount of
the outstanding securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available, or exercising any trust
or power conferred on, the Old Chase Senior Trustee with respect to the Old
Chase Senior Securities of that series.
Meetings, Modification and Waiver. We and the Old Chase Senior Trustee may
modify or amend the Old Chase Senior Indenture with the consent of the holders
of not less than 66 2/3% in principal amount of the outstanding securities of
each series affected by the modification or amendment. However, no such
modification or amendment may, without the consent of the holder of each
outstanding security affected by the modification or amendment, (a) change the
stated maturity of the principal of, or any installment of principal of or
interest on, any Old Chase Senior Security, (b) reduce the principal amount of
any Old Chase Senior Security or change the rate of interest or the method of
calculation of interest thereon (except as provided in the Old Chase Senior
Indenture or in such Old Chase Senior Security), or any premium payable upon the
redemption thereof, (c) change any obligation of the Company to pay additional
amounts pursuant to the Old Chase Senior Indenture, (d) reduce the amount of
principal of an original issue discount security payable upon acceleration of
the maturity of that security, (e) adversely affect the right of repayment, if
any, at the option of the holder, (f) change the currency in which any Old Chase
Senior Security or any premium or any interest thereon is payable, (g) impair
the right to institute suit for the enforcement of any payment on any Old Chase
Senior Security, (h) reduce the percentage in principal amount of outstanding
securities of any series, the consent of whose holders is required for
modification or amendment of or any waiver under the Old Chase Senior Indenture,
(i) change our obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, or our obligation (if any) to maintain an
office or agency outside the United States, or (j) modify certain provisions of
the Old Chase Senior Indenture requiring consent of specified percentages of
holders, except to increase any such percentage.
We and the Old Chase Senior Trustee may amend the Old Chase Senior
Indenture in certain circumstances without the consent of the holders of the Old
Chase Senior Securities to evidence the merger of the Company or the replacement
of the Old Chase Senior Trustee or to make changes that do not become effective
with respect to previously outstanding series and for certain other purposes.
Consolidation, Merger and Sale of Assets. We may, without the consent of
the holders of any of the Old Chase Senior Securities, consolidate with, merge
into or transfer all or substantially all of our assets to any corporation
organized and existing under the laws of the United States, any State or the
District of Columbia, so long as the successor corporation assumes our
obligations relating to the Old Chase Senior Securities and under the Old Chase
Senior Indenture and no Event of Default
22
shall have happened and be continuing after giving effect to the transaction and
so long as certain other conditions are met.
The principal terms of the Old Chase Senior Securities issued and
outstanding as of the date of this Prospectus are set forth below.
TERMS AND PROVISIONS OF 5 1/2% NOTES DUE 2001
The 5 1/2% Notes Due 2001 (the "5 1/2% 2001 Notes") are limited to
$200,000,000 aggregate principal amount and will mature on February 15, 2001.
The 5 1/2% 2001 Notes are not redeemable prior to maturity and no sinking fund
is provided for in the 5 1/2% 2001 Notes. The 5 1/2% 2001 Notes bear interest
from February 12, 1996 (or from the most recent date on which interest was
paid), payable on each February 15 and August 15, commencing August 15, 1996, to
persons in whose names the 5 1/2% 2001 Notes are registered at the close of
business on the first day of January and July preceding such February 15 and
August 15.
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES B
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $174,995,000 aggregate principal amount of Old
Chase Senior Medium-Term Notes, Series B (the "Old Chase Senior Series B Notes")
issued and outstanding as of the date of this Prospectus. The Old Chase Senior
Series B Notes are not subject to any sinking fund and are not subject to
redemption or repayment prior to maturity.
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES C
The only series of Old Chase Senior Medium-Term Notes, Series C (the "Old
Chase Senior Series C Notes"), issued and outstanding as of the date of this
Prospectus is $25,000,000 aggregate principal amount of Old Chase Series C Notes
issued on March 29, 1996. Such Old Chase Series C Notes bear interest at a rate
of 6.50% per annum and mature on March 29, 2001. They are not subject to a
sinking fund and are not subject to redemption or repayment prior to maturity.
OLD CHASE SUBORDINATED SECURITIES
The Old Chase Subordinated Securities are direct, unsecured general
obligations of the Company. Payment of the principal of the Old Chase
Subordinated Securities is subject to acceleration only in the event of our
bankruptcy, insolvency or reorganization. The Old Chase Subordinated Indenture
does not limit the amount of debt (including Old Chase Senior Indebtedness (as
defined below)) that we may incur.
Subordination. The Old Chase Subordinated Securities are subordinated, by
their terms, to Senior Indebtedness and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than the Old Chase
Subordinated Securities, except obligations having the same rank as or ranking
junior to the Old Chase Subordinated Securities (collectively, "Old Chase Senior
Indebtedness").
No payment pursuant to the Old Chase Subordinated Securities may be made,
and no holder of Old Chase Subordinated Securities shall be entitled to demand
or receive any such payment unless all amounts of principal, premium, if any,
and interest then due on all Old Chase Senior Indebtedness shall have been paid
in full.
Upon any distribution of assets upon our dissolution, winding-up,
liquidation or reorganization, the holders of Old Chase Senior Indebtedness will
be entitled to receive payment in full before any payment is made on the Old
Chase Subordinated Securities. Because of such subordination, in the event of
our insolvency, holders of Old Chase Senior Indebtedness may receive
proportionately more, and holders of Old Chase Subordinated Securities may
receive proportionately less, than other creditors of the Company, including
holders of
23
Company Subordinated Securities. See "Description of Company Debt
Securities -- Company Subordinated Securities".
Limitation on Disposition of Voting Stock of the Bank. The Old Chase
Subordinated Indenture contains a covenant for the exclusive benefit of the
holders of Old Chase Subordinated Securities issued prior to October 1, 1992
that we will not create a security interest in more than 20% of the shares of
the voting stock of the Bank or permit more than 20% of such shares (exclusive
of directors' qualifying shares) to be held directly or indirectly other than
(i) by us or (ii) by any corporation which is wholly-owned (except for
directors' qualifying shares) by us.
Defaults and Waivers. The Old Chase Subordinated Indenture defines an
Event of Default with respect to Old Chase Subordinated Securities of any series
as certain events involving our bankruptcy, insolvency or reorganization and any
other events established as Events of Default for any series of Old Chase
Subordinated Securities. If an Event of Default with respect to any outstanding
series of Old Chase Subordinated Securities occurs and is continuing, either the
Old Chase Subordinated Trustee or the holders of not less than 25% in aggregate
principal amount of that series may declare the principal amount (or, in the
case of original issue discount Old Chase Subordinated Securities, a specified
portion of the principal amount) of that series to be due and payable
immediately in cash. Any right to enforce the payment in cash would be subject
to the broad equity powers of a federal bankruptcy court and to its
determination of the nature of the rights of the holders of the Old Chase
Subordinated Securities of that series. At any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the Old Chase Subordinated Trustee, the holders
of a majority in aggregate principal amount of the outstanding Old Chase
Subordinated Securities of that series may, under certain circumstances, rescind
and annul the declaration.
The Old Chase Subordinated Indenture requires the Old Chase Subordinated
Trustee, within 90 days after the occurrence of a default known to it with
respect to any outstanding series, to give the holders of that series notice of
the default if not cured or waived. However, the Old Chase Subordinated Trustee
may withhold the notice if it in good faith determines that the withholding of
the notice is in the interest of those holders, except that the Old Chase
Subordinated Trustee may not withhold notice of a payment default. The above
notice shall not be given until 30 days after the occurrence of a default in the
performance of a covenant (other than a covenant to make payment). The term
"default" for the purposes of this provision means any event which is, or after
notice or lapse or time or both would become, an Event of Default with respect
to a series of Old Chase Subordinated Securities.
Other than the duty of the Old Chase Subordinated Trustee during the
continuance of an Event of Default to act with the required standard of care,
the Old Chase Subordinated Trustee is not obligated to exercise any of its
rights or powers under the Old Chase Subordinated Indenture at the request or
direction of any of the holders of the Old Chase Subordinated Securities of any
series, unless those holders shall have offered to the Old Chase Subordinated
Trustee reasonable indemnity. Subject to that requirement for indemnity, the
holders of a majority in aggregate principal amount of the outstanding Old Chase
Subordinated Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to, or
exercising any trust or power confirmed on, the Old Chase Subordinated Trustee
with respect to the Old Chase Subordinated Securities of that series.
The Company is required to file annually with the Old Chase Subordinated
Trustee a written statement of officers as to the existence or non-existence of
defaults.
Modification of the Old Chase Subordinated Indenture. We and the Old Chase
Subordinated Trustee may modify or alter the Old Chase Subordinated Indenture
with the consent of the holders of not less than 66 2/3% in principal amount of
the outstanding Old Chase Subordinated Securities of each series affected by the
modification or alteration. However, no such modification or alteration may,
without the consent of the holder of each Old Chase Subordinated Security
affected by the modification or alteration: (i) change the fixed maturity of the
principal of, or any installment of principal of or interest on, any Old Chase
Subordinated Security, (ii) reduce the principal amount thereof, (iii) change
the rate or rates (or the method of ascertaining the rate or rates) of interest
thereon
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(except as provided in the Old Chase Subordinated Indenture or in the Old Chase
Subordinated Securities of such series) or any premium payable upon the
redemption thereof, (iv) reduce the portion of the principal amount of any
original issue discount Old Chase Subordinated Security payable upon
acceleration of the maturity thereof, (v) change any place where, or the
currency in which, the principal amount of any Old Chase Subordinated Security
or any premium or interest thereon is payable, (vi) impair any right to
institute suit for the enforcement of any right to receive payment, or, if
applicable, to have delivered capital securities to be exchanged for such Old
Chase Subordinated Security and to have such capital securities sold in a
secondary offering to the extent provided in such Old Chase Subordinated
Security and in the Old Chase Subordinated Indenture, (vii) modify the
subordination provisions of the Old Chase Subordinated Indenture in a manner
adverse to the holders, (viii) reduce the percentage in principal amount of
outstanding Old Chase Subordinated Securities of such series required to approve
any modification or alteration of, or any waiver under, the Old Chase
Subordinated Indenture, or (ix) impair the right of any holder to receive on any
exchange date capital securities with a market value equal to the amount
established with respect to such series.
We and the Old Chase Subordinated Trustee may amend the Old Chase
Subordinated Indenture in certain circumstances without the consent of the
holders of the Old Chase Subordinated Securities to evidence the merger of the
Company or the replacement of the Old Chase Subordinated Trustee or to make
changes that do not become effective with respect to previously outstanding
series and for certain other purposes.
The principal terms of the Old Chase Subordinated Securities issued and
outstanding as of the date of this Prospectus are set forth below.
TERMS AND PROVISIONS OF 10% SUBORDINATED NOTES DUE 1999
The 10% Subordinated Notes Due 1999 (the "10% June 15, 1999 Notes") are
limited to $275,000,000 aggregate principal amount and will mature on June 15,
1999. The 10% June 15, 1999 Notes are not redeemable and no sinking fund is
provided for the 10% June 15, 1999 Notes. The 10% June 15, 1999 Notes bear
interest from June 15, 1987 (or from the most recent date on which interest has
been paid), payable semiannually in arrears on each June 15 and December 15,
commencing December 15, 1987, to the persons in whose names the 10% June 15,
1999 Notes are registered at the close of business on the first day of June or
December preceding such June 15 and December 15.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 1999
The 8% Subordinated Notes Due 1999 (the "8% June 15, 1999 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on June 15,
1999. The 8% June 15, 1999 Notes are not redeemable and no sinking fund is
provided for the 8% June 15, 1999 Notes. The 8% June 15, 1999 Notes bear
interest from June 24, 1992 (or from the most recent date on which interest has
been paid), payable semi-annually in arrears on each June 15 and December 15,
commencing December 15, 1992, to the persons in whose names the 8% June 15, 1999
Notes are registered at the close of business on the first day of June or
December preceding such June 15 and December 15.
TERMS AND PROVISIONS OF 7 3/4% SUBORDINATED NOTES DUE 1999
The 7 3/4% Subordinated Notes Due 1999 (the "7 3/4% November 1, 1999
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on November 1, 1999. The 7 3/4% November 1, 1999 Notes are not redeemable and no
sinking fund is provided for the 7 3/4% November 1, 1999 Notes. The 7 3/4%
November 1, 1999 Notes bear interest from November 1, 1992 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each May 1 and November 1, commencing May 1, 1993, to the persons in whose
names the 7 3/4% November 1, 1999 Notes are registered at the close of business
on the fifteenth day of April or October preceding such May 1 and November 1.
TERMS AND PROVISIONS OF 9 3/8% SUBORDINATED NOTES DUE 2001
The 9 3/8% Subordinated Notes Due 2001 (the "9 3/8% July 1, 2001 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on July
1, 2001. The 9 3/8% July 1, 2001 Notes are not redeemable and no sinking fund is
25
provided for the 9 3/8% July 1, 2001 Notes. The 9 3/8% July 1, 2001 Notes bear
interest from July 13, 1989 (or from the most recent date on which interest has
been paid), payable semi-annually in arrears on each January 1 and July 1,
commencing January 1, 1990, to the persons in whose names the 9 3/8% July 1,
2001 Notes are registered at the close of business on the fifteenth day of
December or June preceding such January 1 and July 1.
TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED NOTES DUE 2001
The 9 3/4% Subordinated Notes Due 2001 (the "9 3/4% November 1, 2001
Notes") are limited to $150,000,000 aggregate principal amount and will mature
on November 1, 2001. The 9 3/4% November 1, 2001 Notes are not redeemable and no
sinking fund is provided for the 9 3/4% November 1, 2001 Notes. The 9 3/4%
November 1, 2001 Notes bear interest from March 1, 1991 (or from the most recent
date on which interest has been paid), payable semi-annually in arrears on each
May 1 and November 1, commencing May 1, 1992, to the persons in whose names the
9 3/4% November 1, 2001 Notes are registered at the close of business on the
fifteenth day of April or October preceding such May 1 and November 1.
TERMS AND PROVISIONS OF 7 1/2% SUBORDINATED NOTES DUE 2003
The 7 1/2% Subordinated Notes Due 2003 (the "7 1/2% February 1, 2003
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on February 1, 2003. The 7 1/2% February 1, 2003 Notes are not redeemable and no
sinking fund is provided for the 7 1/2% February 1, 2003 Notes. The 7 1/2%
February 1, 2003 Notes bear interest from February 2, 1993 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each February 1 and August 1, commencing August 1, 1993, to the persons in
whose names the 7 1/2% February 1, 2003 Notes are registered at the close of
business on the fifteenth day of January 15 or July 15 preceding such February 1
and August 1.
TERMS AND PROVISIONS OF FLOATING RATE
SUBORDINATED NOTES DUE 2003
The Floating Rate Subordinated Notes Due 2003 (the "Floating Rate July 15,
2003 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on July 15, 2003. The Floating Rate July 15, 2003 Notes are not
redeemable and no sinking fund is provided for the Floating Rate July 15, 2003
Notes. The Floating Rate July 15, 2003 Notes bear interest from July 15, 1993
(or from the most recent date on which interest has been paid), payable
quarterly in arrears on each January 15, April 15, July 15 and October 15,
commencing October 15, 1993, to the persons in whose names the Floating Rate
July 15, 1993 Notes are registered at the close of business on the first day of
January, April, July or October preceding such January 15, April 15, July 15 and
October 15. The per annum interest rate for each period will be reset quarterly
based on the greater of (i) LIBOR plus .125% or (ii) 4.35%.
TERMS AND PROVISIONS OF FLOATING RATE
SUBORDINATED NOTES DUE AUGUST 1, 2003
The Floating Rate Subordinated Notes Due August 1, 2003 (the "Floating Rate
August 1, 2003 Notes") are limited to $100,000,000 aggregate principal amount
and will mature on August 1, 2003. The Floating Rate August 1, 2003 Notes are
not redeemable and no sinking fund is provided for the Floating Rate August 1,
2003 Notes. The Floating Rate August 1, 2003 Notes bear interest from August 5,
1993 (or from the most recent date on which interest has been paid), payable
quarterly in arrears on each February 1, May 1, August 1 and November 1,
commencing November 1, 1993, to the persons in whose names the Floating Rate
August 1, 2003 Notes are registered at the close of business on the fifteenth
day of January, April, July or October preceding such February 1, May 1, August
1 and November 1. The per annum interest rate for each period will be reset
quarterly based on the greater of LIBOR or 4.50%.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 2004
The 8% Subordinated Notes Due 2004 (the "8% May 15, 2004 Notes") are
limited to $150,000,000 aggregate principal amount and will mature on May 15,
2004. The 8% May 15, 2004 Notes are redeemable on any day on or after May 15,
1999 at a redemption price equal to the principal amount and unpaid interest on
the notes. No sinking fund is provided for the 8% May 15, 2004 Notes. The 8% May
15, 2004 Notes bear interest from May 15, 1994 (or from the most recent date on
which interest has been paid), paya-
26
ble semi-annually in arrears on each May 15 and November 15, commencing November
15, 1994, to the persons in whose names the 8% May 15, 2004 Notes are registered
at the close of business on the first day of May or November preceding such May
15 and November 15.
TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED NOTES DUE 2004
The 7 7/8% Subordinated Notes Due 2004 (the "7 7/8% August 1, 2004 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on August
1, 2004. The 7 7/8% August 1, 2004 Notes are redeemable on and after August 1,
1999, at a redemption price equal to the principal amount and unpaid interest on
the notes. No sinking fund is provided for the 7 7/8% August 1, 2004 Notes. The
7 7/8% August 1, 2004 Notes bear interest from August 10, 1994 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each February 1 and August 1, commencing February 1, 1995, to the persons in
whose names the 7 7/8% August 1, 2004 Notes are registered at the close of
business on the fifteenth day of January or July preceding such February 1 and
August 1.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE 2005
The 6 1/2% Subordinated Notes Due 2005 (the "6 1/2% August 1, 2005 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on August
1, 2005. The 6 1/2% August 1, 2005 Notes are not redeemable and no sinking fund
is provided for the 6 1/2% August 1, 2005 Notes. The 6 1/2% August 1, 2005 Notes
bear interest from July 27, 1993 (or from the most recent date on which interest
has been paid), payable semi-annually in arrears on each February 1 and August
1, commencing February 1, 1994, to the persons in whose names the 6 1/2% August
1, 2005 Notes are registered at the close of business on the fifteenth day of
January or July preceding such February 1 and August 1.
TERMS AND PROVISIONS OF 6 1/4% SUBORDINATED NOTES DUE 2006
The 6 1/4% Subordinated Notes Due 2006 (the "6 1/4% January 15, 2006
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on January 15, 2006. The 6 1/4% January 15, 2006 Notes are not redeemable and no
sinking fund is provided for the 6 1/4% January 15, 2006 Notes. The 6 1/4%
January 15, 2006 Notes bear interest from January 19, 1996 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each January 15 and July 15, commencing July 15, 1996, to the persons in
whose names the 6 1/4% January 15, 2006 Notes are registered at the close of
business on the first day of January or July preceding such January 15 and July
15.
TERMS AND PROVISIONS OF 6 3/4% SUBORDINATED NOTES DUE 2008
The 6 3/4% Subordinated Notes Due 2008 (the "6 3/4% August 15, 2008 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on August
15, 2008. The 6 3/4% August 15, 2008 Notes are not redeemable and no sinking
fund is provided for the 6 3/4% August 15, 2008 Notes. The 6 3/4% August 15,
2008 Notes bear interest from August 17, 1993 (or from the most recent date on
which interest has been paid), payable semi-annually in arrears on each February
15 and August 15, commencing February 15, 1994, to the persons in whose names
the 6 3/4% August 15, 2008 Notes are registered at the close of business on the
first day of August or February preceding such August 15 and February 15.
TERMS AND PROVISIONS OF 6 1/8% SUBORDINATED NOTES DUE 2008
The 6 1/8% Subordinated Notes Due 2008 (the "6 1/8% October 15, 2008
Notes") are limited to $100,000,000 aggregate principal amount and will mature
on October 15, 2008. The 6 1/8% October 15, 2008 Notes are not redeemable and no
sinking fund is provided for the 6 1/8% October 15, 2008 Notes. The 6 1/8%
October 15, 2008 Notes bear interest from October 18, 1993 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each April 15 and October 15, commencing August 15, 1994, to the persons in
whose names the 6 1/8% October 15, 2008 Notes are registered at the close of
business on the first day of April or October preceding such April 15 and
October 15.
27
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE 2009
The 6 1/2% Subordinated Notes Due 2009 (the "6 1/2% January 15, 2009
Notes") are limited to $150,000,000 aggregate principal amount and will mature
on January 15, 2009. The 6 1/2% January 15, 2009 Notes are not redeemable and no
sinking fund is provided for the 6 1/2% January 15, 2009 Notes. The 6 1/2%
January 15, 2009 Notes bear interest from January 15, 1994 (or from the most
recent date on which interest has been paid), payable semi-annually in arrears
on each January 15 and July 15, commencing January 15, 1994, to the persons in
whose names the 6 1/2% January 15, 2009 Notes are registered at the close of
business on the first day of January or July preceding such January 15 and July
15.
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $99,975,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series A (the "Old Chase Subordinated Series A
Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase
Subordinated Series A Notes are not subject to any sinking fund and are not
subject to redemption or repayment prior to maturity.
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $241,205,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series B (the "Old Chase Subordinated Series B
Notes"), issued and outstanding as of the date of this Prospectus. The Old Chase
Subordinated Series B Notes are not subject to any sinking fund and (other than
as set forth below) are not subject to redemption or repayment prior to
maturity. Unless otherwise indicated below, the redemption price on any Old
Chase Subordinated Series B Note that is redeemable is 100% of its principal
amount, plus accrued and unpaid interest, if any, to the redemption date.
28
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES C
The table set forth below indicates the issuance dates, the maturity dates
and the interest rates of the $75,000,000 aggregate principal amount of Senior
Medium-Term Notes, Series C (the "Old Chase Subordinated Series C Notes"),
issued and outstanding as of the date of this Prospectus. Unless otherwise
indicated below, the redemption price on any Old Chase Subordinated Series C
Note that is redeemable is 100% of its principal amount, plus accrued and unpaid
interest, if any, to the date of redemption. The Old Chase Subordinated Series B
Notes are not subject to any sinking fund and (other than as set forth below)
are not subject to redemption or repayment prior to maturity.
PERMANENT GLOBAL OLD CHASE DEBT SECURITIES
Certain series of the Old Chase Debt Securities were issued in permanent
global form. See "Permanent Global Debt Securities" for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.
INFORMATION CONCERNING THE TRUSTEES
We, the Bank and certain of our other subsidiaries maintain deposits with,
and conduct other banking transactions with, the trustees under each of the Old
Chase Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Company Subordinated Indenture and Bankers
Trust Company is also trustee under the Company Senior Indenture.
29
DESCRIPTION OF MHC
SUBORDINATED SECURITIES
In connection with the merger of Manufacturers Hanover Corporation with and
into the Company, we assumed the obligations of Manufacturers Hanover
Corporation with respect to certain subordinated debt securities (the "MHC
Subordinated Securities"). The following summary of certain provisions of the
MHC Subordinated Securities and the indenture under which they were issued (the
"MHC Subordinated Indenture") is not complete. You should refer to the MHC
Subordinated Indenture, a copy of which is an exhibit to the Registration
Statement. Capitalized terms have the meanings assigned to them in the MHC
Subordinated Indenture, and the definitions of those terms are incorporated by
reference.
GENERAL
The MHC Subordinated Securities have been issued under an Indenture, dated
as of June 1, 1985, as amended (the "MHC Subordinated Indenture"), between MHC
and IBJ Schroder Bank & Trust Company, as Trustee (the "MHC Subordinated
Trustee").
As noted above, because the Company is a holding company, claims of holders
of the MHC Subordinated Securities will generally have a junior position to
claims of creditors of the Company's subsidiaries. See "Description of Company
Debt Securities -- General" above.
The MHC Subordinated Securities have been issued in fully registered form
without coupons. The MHC Subordinated Indenture does not restrict our ability to
enter into a highly leveraged transaction or provide special protection in the
event of such a transaction. In addition, the MHC Subordinated Indenture does
not provide special protection in the event of a sudden and dramatic decline in
the credit quality of the Company resulting from a takeover, recapitalization or
similar restructuring of the Company.
MHC Subordinated Securities are direct, unsecured debt obligations of the
Company. Payment of the principal of the MHC Subordinated Securities is subject
to acceleration only in the event of our bankruptcy, insolvency or
reorganization. The MHC Subordinated Indenture does not restrict our ability to
incur additional debt (including MHC Senior Indebtedness (as defined below)).
Subordination. The MHC Subordinated Securities are subordinated, by their
terms, to Senior Indebtedness, and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than any obligation that
is by its terms expressly stated to be not superior in right of payment to or to
rank equally or junior to the MHC Subordinated Securities (collectively, "MHC
Senior Indebtedness").
Under the MHC Subordinated Indenture, no payment may be made on the MHC
Subordinated Securities in the event:
- we have failed to pay all amounts of principal (and premium, if any) and
interest, if any, due on all MHC Senior Indebtedness; or
- there shall exist any event of default or any event which, with notice or
lapse of time or both, would become an event of default on any MHC Senior
Indebtedness.
In addition, upon our dissolution, winding-up, liquidation or
reorganization the holders of MHC Senior Indebtedness will be paid the full
amounts of principal (and premium, if any) and interest, if any, before any
payment or distribution is made on the MHC Subordinated Securities.
Because of such subordination, in the event of our insolvency, holders of
MHC Senior Indebtedness may receive proportionately more, and holders of MHC
Subordinated Securities may receive proportionately less, than our other
creditors, including holders of Company Subordinated Securities. See
"Description of Company Debt Securities -- Company Subordinated Securities".
Defaults and Waivers. The MHC Subordinated Indenture defines an Event of
Default with respect to any series of MHC Subordinated Securities as: (i)
default for 30 days in the payment of any instalment of interest; (ii) default
in the payment, when due, of principal (or premium, if any); (iii) default, for
60 days after written notice, in the observance or performance of any other
covenants or agreements applicable to that series; and (iv) certain events of
insolvency. In case (a) an Event of Default occurs and is continuing with
respect to any outstanding series of MHC Subordinated Securities (other than MHC
Subordinated Securities designated as Primary Capital Securities), or (b)
certain events of insolvency with respect to the Company occur and are
continuing with
30
respect to any outstanding series of MHC Subordinated Securities designated as
Primary Capital Securities, then, the MHC Subordinated Trustee or the holders of
at least 25% in aggregate outstanding principal amount of that series may
declare the principal of all MHC Subordinated Securities of that series to be
due and payable immediately. However, the declaration may be annulled, and
certain past defaults waived, by the holders of not less than a majority in
aggregate principal amount of the MHC Subordinated Securities of that series.
The MHC Subordinated Indenture requires the MHC Subordinated Trustee to,
within 90 days after the occurrence of a default with respect to any series,
give to the holders of that series notice of all uncured defaults known to it
(the term "default" being defined to include the events specified above without
grace periods or notice). However, the MHC Subordinated Trustee may withhold the
notice if it determines in good faith that the withholding of the notice is in
the interest of those holders. We are required to furnish to the MHC
Subordinated Trustee annually an officers' certificate to the effect that the
Company is not in default under any provision of the Indenture.
Other than the duty of the MHC Subordinated Trustee to act with the
required standard of care during a default, the MHC Subordinated Trustee is not
obligated to exercise any of its rights or powers at the request or direction of
any of the holders of the MHC Subordinated Securities, unless those holders have
offered to the MHC Subordinated Trustee reasonable indemnity. Subject to that
requirement for indemnity, the holders of a majority in principal amount of the
MHC Subordinated Securities of any series then outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to, or
exercising any trust or power conferred on, the MHC Subordinated Trustee with
respect to the MHC Subordinated Securities of that series.
Modification of the MHC Subordinated Indenture. We and the MHC
Subordinated Trustee may modify or alter the MHC Subordinated Indenture with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the outstanding MHC Subordinated Securities of all series to be affected (voting
as one class). However, no such modification or alteration may without the
consent of all the holders affected by the modification or alteration: (i)
extend the fixed maturity of any MHC Subordinated Security or reduce the
principal amount thereof or reduce the rate or extend the time of payment of
interest thereon or (ii) reduce the above-stated percentage of holders required
to modify or alter the MHC Subordinated Indenture.
The principal terms of the MHC Subordinated Securities issued and
outstanding as of the date of this Prospectus are set forth below.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED
CAPITAL NOTES DUE 1999
The 8 1/2% Subordinated Capital Notes Due 1999 (the "8 1/2% February 15,
1999 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on February 15, 1999. The 8 1/2% February 15, 1999 Notes are not
redeemable prior to maturity and no sinking fund is provided for the 8 1/2%
February 15, 1999 Notes. The 8 1/2% February 15, 1999 Notes bear interest from
February 24, 1987 (or from the most recent date on which interest was paid),
payable semi-annually on each February 15 and August 15, commencing August 15,
1987, to the persons in whose names the 8 1/2% February 15, 1999 Notes are
registered at the close of business on the first day of February or August
preceding such February 15 or August 15. At maturity, the 8 1/2% February 15,
1999 Notes will be exchanged for Capital Securities of the Company having a
Market Value equal to the principal amount of the 8 1/2% February 15, 1999
Notes, except to the extent that we elect to pay in cash the principal amount of
the 8 1/2% February 15, 1999 Notes, in whole or in part, from Designated
Proceeds. We have Designated Proceeds sufficient to pay the 8 1/2% February 15,
1999 Notes in cash at maturity.
INFORMATION CONCERNING THE TRUSTEE
We, the Bank and certain of our other subsidiaries maintain deposits with,
and conduct other business transactions with, the MHC Subordinated Trustee in
the ordinary course of business.
PERMANENT GLOBAL DEBT SECURITIES
Certain series of the Debt Securities may have been issued as permanent
global Debt Securities. Each permanent global Debt Security has been deposited
with, or on behalf of, The Depository Trust Company, as depositary (the
"Depositary"),
31
or its nominee and registered in the name of a nominee of the Depositary. Except
under the limited circumstances described below, permanent global Debt
Securities will not be exchangeable for definitive certificated Debt Securities.
Ownership of beneficial interests in a permanent global Debt Security will
be limited to institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants. In
addition, ownership of beneficial interests by participants in a permanent
global Debt Security will be evidenced only by, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for a permanent global Debt Security. Ownership of
beneficial interests in a permanent global Debt Security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by such participant. The Depositary has no knowledge of the
actual beneficial owners of the Debt Securities. Beneficial owners will not
receive written confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the participants through which the beneficial owners entered the
transaction. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of those securities in definitive form. Those
laws may impair the ability to transfer beneficial interests in a permanent
global Debt Security.
The Company has been advised by the Depositary that upon the issuance of a
permanent global Debt Security and the deposit of that permanent global Debt
Security with the Depositary, the Depositary will immediately credit, on its
book-entry registration and transfer system, the respective principal amounts
represented by that permanent global Debt Security to the accounts of its
participants.
Payment of principal of, and interest on, Debt Securities represented by a
permanent global Debt Security registered in the name of or held by the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner and holder of the permanent global Debt
Security representing such Debt Securities. The Company has been advised by the
Depositary that upon receipt of any payment of principal of, or interest on, a
permanent global Debt Security, the Depositary will immediately credit, on its
book-entry registration and transfer system, accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of that permanent global Debt Security as shown in the
records of the Depositary. Payments by participants to owners of beneficial
interests in a permanent global Debt Security held through those participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the sole responsibility of those
participants, subject to any statutory or regulatory requirements as may be in
effect from time to time.
None of the Company, the trustees or any other agent of the Company or the
trustees will have any responsibility or liability for any aspect of the records
of the Depositary, any nominee or any participant relating to, or payments made
on account of, beneficial interests in a permanent global Debt Security or for
maintaining, supervising or reviewing any of the records of the Depositary, any
nominee or any participant relating to those beneficial interests.
A permanent global Debt Security is exchangeable for definitive Debt
Securities registered in the name of, and a transfer of a permanent global Debt
Security may be registered to, any person other than the Depositary or its
nominee, only if:
(a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for that permanent global Debt Security or if at
any time the Depositary ceases to be registered under the Exchange Act;
(b) the Company in its sole discretion determines that the permanent
global Debt Security shall be exchangeable for definitive Debt Securities
in registered form; or
(c) there shall have occurred and be continuing an Event of Default or
an event which, with notice or the lapse of time or both, would constitute
an Event of Default under the Debt Securities.
Any permanent global Debt Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive Debt Securities
in registered form, of like tenor and of an
32
equal aggregate principal amount as the permanent global Debt Security, in
denominations of $1,000 and integral multiples thereof. The definitive Debt
Securities will be registered by the registrar in the name or names instructed
by the Depositary. It is expected that those instructions may be based upon
directions received by the Depositary from its participants with respect to
ownership of beneficial interests in the permanent global Debt Security. Any
principal and interest will be payable, the transfer of the definitive Debt
Securities will be registerable and the definitive Debt Securities will be
exchangeable at the corporate trust office of the Bank in the Borough of
Manhattan, The City of New York. However, payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled to
that interest payment as of the record date and as shown on the register for the
Debt Securities.
Except as provided above, owners of the beneficial interests in a permanent
global Debt Security will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holders thereof for
any purpose under the Indentures, and no permanent global Debt Security shall be
exchangeable except for another permanent global Debt Security of like
denomination and tenor to be registered in the name of the Depositary or its
nominee. Accordingly, each person owning a beneficial interest in a permanent
global Debt Security must rely on the procedures of the Depositary and, if that
person is not a participant, on the procedures of the participant through which
that person owns its interest, to exercise any rights of a holder under the
permanent global Debt Security or the Indentures.
The Company understands that, under existing industry practices, in the
event that the Company requests any action of holders, or an owner of a
beneficial interest in a permanent global Debt Security desires to give or take
any action that a holder is entitled to give or take under the Debt Securities
or the Indentures, the Depositary would authorize the participants holding the
relevant beneficial interests to give or take that action, and those
participants would authorize beneficial owners owning through those participants
to give or take that action or would otherwise act upon the instructions of
beneficial owners owning through them.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered under
the Exchange Act. The Depositary was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. The Depositary is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the SEC.
33
DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should also refer to the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation"), including the Certificates of Designations pursuant to which
the outstanding series of our preferred stock, par value $1 per share (the
"Preferred Stock") were issued, which is filed as an exhibit to the Registration
Statement, and to the applicable provisions of the General Corporation Law of
the State of Delaware.
COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of Common Stock. At March 31, 1998 (after giving effect to
a two-for-one split of the Common Stock effected in June 1998), we had
440,766,000 shares of Common Stock issued (including 14,924,965 shares held in
treasury) and had reserved approximately 76,142,772 shares of Common Stock for
issuance under various employee or director incentive, compensation and option
plans.
Holders of Common Stock are entitled to receive dividends when, as and if
declared by our Board of Directors out of funds legally available for payment
(subject to the rights of holders of the Preferred Stock).
Each holder of Common Stock is entitled to one vote per share. Subject to
the rights, if any, of the holders of any series of Preferred Stock under the
applicable Certificates of Designations and applicable law, all voting rights
are vested in the holders of shares of Common Stock. Holders of shares of Common
Stock have noncumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors can elect 100% of
the directors and the holders of the remaining shares voting for the election of
directors will not be able to elect any directors.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of Common Stock will be entitled to share equally in any
of our assets available for distribution after the payment in full of all debts
and distribution and after the holders of all series of our outstanding
Preferred Stock have received their liquidation preferences in full.
The issued and outstanding shares of Common Stock are fully paid and
nonassessable. Holders of shares of Common Stock are not entitled to preemptive
rights. Shares of Common Stock are not convertible into shares of any other
class of capital stock. ChaseMellon Shareholder Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for the Common Stock.
PREFERRED STOCK
Under the Certificate of Incorporation, our Board of Directors or a duly
authorized committee of our Board of Directors (the "Board of Directors") is
authorized, without further stockholder action, to provide for the issuance of
up to 200,000,000 shares of Preferred Stock, in one or more series, and to
determine the voting powers and the designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of our Preferred Stock become entitled to vote for the election of
directors because dividends on that series are in arrears (as described below
under "Voting Rights"), that series may then be deemed a "class of voting
securities." In such a case, a holder of 25% or more of the series (or a holder
of 5% or more if that holder would also be considered to exercise a "controlling
influence" over the Company) may then be subject to regulation as a bank holding
company in accordance with the BHCA. In addition, (i) any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire or retain 5% or more of that series, and (ii) any person other
than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
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OUTSTANDING PREFERRED STOCK. As of the date of this prospectus, we have
eight series of Preferred Stock issued and outstanding, as described in the
table which follows:
---------------
(a) Redemption price is price indicated in table, plus includes accrued but
unpaid dividends, if any.
(b) Shares of this series are represented by 8.0 million depositary shares, each
representing .25 of a share.
(c) The 7.50% Cumulative Preferred Stock will be redeemed on June 30, 1998.
(d) Floating rates are based on certain money market rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(e) The Fixed/Adjustable Rate Noncumulative Preferred Stock was issued in May
21, 1998 and all information in this table, including amount outstanding and
dividend rate, is as of that date. Dividends on that series for dividend
periods commencing on or after July 1, 2003 will be at a floating rate based
on certain money market rates (but subject to a minimum rate of 5.46% and a
maximum rate of 11.46%). The amount of dividends payable may be adjusted,
and the stock may be redeemed earlier than July 1, 2003 in the event of
certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Ranking. All the outstanding series of Preferred Stock have the same rank.
All the outstanding series of Preferred Stock have preference over the Common
Stock with respect to the payment of dividends and the distribution of assets in
the event of our liquidation or dissolution.
Dividends. Dividends payable on each series of outstanding Preferred Stock
are payable quarterly, when and as declared by the Board of Directors, on each
March 31, June 30, September 30 and December 31. Dividends on all the
outstanding series of Preferred Stock, other than the Fixed/Adjustable Rate
Noncumulative Preferred Stock, are cumulative. If we fail to declare a dividend
for any dividend period, holders of that series will have no right to receive a
dividend for that dividend period, whether or not we declare dividends on that
series for any future dividend periods.
No full dividends will be declared or paid on any series of Preferred
Stock, unless full dividends for the dividend period commencing after the
immediately preceding dividend payment date (and cumulative dividends still
owing, if any) have been or contemporaneously are declared and paid on all other
series of Preferred Stock which have the same rank as, or rank senior to, that
Preferred Stock. When those dividends are not paid in full, dividends will be
declared pro rata, so that the amount of dividends declared per share on that
series of Preferred Stock and on each other series of Preferred Stock having the
same rank as, or ranking senior to, that series of Preferred Stock will in all
cases bear to each other the same ratio that accrued dividends per share on that
series of Preferred Stock and such other Preferred Stock bear to each other. In
addition, generally, unless full dividends, including cumulative dividends still
owing, if any, on all outstanding shares of any series of Preferred Stock have
been paid, no dividends will be declared or paid on the Common Stock and
generally we may not redeem or purchase any Common Stock. No interest, or sum of
money in lieu of interest, will be paid in connection with any dividend payment
or payments which may be in arrears.
Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of Preferred
35
Stock will be entitled to receive liquidating distributions, in the amount set
forth opposite such series in the table above, plus accrued and unpaid
dividends, if any, before any distribution of our assets is made to the holders
of our Common Stock. Each of the outstanding series of Preferred Stock is
redeemable at our option at a redemption price equal to the redemption price set
forth opposite that series in the table above, plus accrued but unpaid
dividends, if any. In addition, the shares of the Fixed/Adjustable Rate
Noncumulative Preferred Stock may be redeemed earlier than July 1, 2003 in the
event of certain amendments to the Internal Revenue Code of 1986, as amended,
relating to the dividends received deduction.
Voting Rights. If, at the time of any annual meeting of our stockholders,
the equivalent of six quarterly dividends payable on any series of outstanding
cumulative Preferred Stock is in default, the number of directors constituting
our Board of Directors will be increased by two and the holders of all the
outstanding Preferred Stock, voting together as a single class, will be entitled
to elect those additional two directors at that annual meeting. Each director
elected by the holders of shares of the outstanding Preferred Stock will
continue to serve as director for the full term for which he or she shall have
been elected, notwithstanding that prior to the end of that term we have paid in
full the amount of dividends that had been in arrears. For purposes of this
paragraph, "default" means that accrued and unpaid dividends on the applicable
series shall be equal to or greater than the equivalent of six quarterly
dividends.
All series of the outstanding Preferred Stock other than the 7.50%
Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock and Adjustable
Rate, Series L Cumulative Preferred Stock provide that the affirmative vote of
the holders of at least two-thirds of the shares of all outstanding series of
Preferred Stock, voting together as a single class without regard to series,
will be required to:
- create any class or series of stock having a preference over any
outstanding series of Preferred Stock; or
- alter or change the provisions of the Certificate of Incorporation
in a manner that would adversely affect the voting powers or other
rights of the holders of a series of Preferred Stock.
The 7.50% Cumulative Preferred Stock, 10.96% Cumulative Preferred Stock,
and Adjustable Rate, Series L Cumulative Preferred Stock each provide as
follows:
- the consent of holders of at least two-thirds of the outstanding
shares of the particular series, voting as a separate class, is
required for any amendment of the Certificate of Incorporation that
would adversely affect the powers, preferences, privileges or rights
of that series; and
- the consent of the holders of at least two-thirds of the voting
power of that series and each of the series of Preferred Stock
having the same rank, voting together as a single class without
regard to series, is required to create, authorize or issue, or
reclassify any stock into any additional class or series of stock
ranking prior to that series as to dividends or upon liquidation, or
any other security or obligation convertible into or exercisable for
any such prior-ranking stock.
Miscellaneous. No series of outstanding Preferred Stock is convertible
into shares of our Common Stock or other of our securities. No series of
outstanding Preferred Stock is subject to preemptive rights.
Transfer Agent and Registrar. ChaseMellon Shareholder Services, L.L.C. is
the transfer agent, registrar and dividend disbursement agent for the Preferred
Stock and related Depositary Shares, if any (see the description of Depositary
Shares below). The registrar for the Preferred Stock will send notices to the
holders of the Preferred Stock of any meetings at which such holders will have
the right to elect directors or to vote on any other matter.
DEPOSITARY SHARES. The 7.50% Cumulative Preferred Stock (the "7.50%
Preferred Stock") is represented by Depositary Shares each representing .25 of a
share of the 7.50% Preferred Stock.
The shares of the 7.50% Preferred Stock underlying the Depositary Shares
have been deposited under a Deposit Agreement (the "Deposit Agreement") between
us and Morgan Guaranty Trust Company of New York (the "Depositary"). Subject to
the terms of the Deposit Agreement, each owner of a Depositary Share is
entitled, in proportion to the .25 fractional interest in shares of the
36
7.50% Preferred Stock underlying such Depositary Share, to all the rights and
preferences of the 7.50% Preferred Stock underlying such Depositary Shares.
Those rights include the dividend, voting, redemption, conversion and
liquidation rights described above.
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the 7.50% Preferred Stock to the record
holders of Depositary Shares relating to such 7.50% Preferred Stock in
proportion to the number of such Depositary Shares owned by such holders. If
there is a distribution other than in cash, the Depositary will distribute
property received by it to the record holders of Depositary Shares that are
entitled to receive that distribution, unless the Depositary determines that it
is not feasible to make that distribution. If this occurs, the Depositary may,
with our approval, sell that property and distribute the net proceeds from such
sale to such holders.
The 7.50% Preferred Stock underlying the Depositary Shares has been called
for redemption on June 30, 1998. On that date, the Depositary Shares will be
redeemed from the proceeds received by the Depositary resulting from the
redemption. The redemption price per Depositary Share will be equal to
one-quarter of the redemption price per share payable with respect to the 7.50%
Preferred Stock. The Depositary will redeem, as of the redemption date, all
Depositary Shares representing the shares of the 7.50% Preferred Stock.
After June 30, 1998, the Depositary Shares called for redemption will no
longer be outstanding, and all rights of the holders of those Depositary Shares
will cease, except the right to receive the redemption price.
Upon receipt of notice of any meeting at which the holders of the 7.50%
Preferred Stock are entitled to vote, the Depositary will mail the information
contained in such notice of meeting to the record holders of the Depositary
Shares underlying such 7.50% Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date for the 7.50% Preferred Stock) will be entitled to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of the
Preferred Stock underlying such holder's Depositary Shares.
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may be amended at any time by agreement
between us and the Depositary. However, any amendment that materially and
adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the Depositary Shares then outstanding. The Deposit Agreement may be
terminated by us or by the Depositary only if (i) all outstanding Depositary
Shares have been redeemed or (ii) there has been a final distribution of the
underlying 7.50% Preferred Stock in connection with our liquidation, dissolution
or winding up and the 7.50% Preferred Stock has been distributed to the holders
of Depositary Receipts.
PERMANENT GLOBAL PREFERRED SECURITIES
Certain series of the Preferred Stock may have been issued as permanent
global securities deposited with the Depositary Trust Company as Depositary
("Global Preferred Securities"). Each Global Preferred Security has been
deposited with, or on behalf of the Depositary or its nominee and registered in
the name of a nominee of the Depositary. Except under the limited circumstances
described below, Global Preferred Securities are not exchangeable for definitive
certificated Preferred Stock.
Ownership of beneficial interests in a Global Preferred Security is limited
to institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants. In
addition, ownership of beneficial interests by participants in a Global
Preferred Security will be evidenced only by, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositary or
its nominee for a Global Preferred Security. Ownership of beneficial interests
in a Global Preferred Security by persons that hold through participants will be
evidenced only by, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by that
participant. The Depositary has no knowledge of the actual beneficial owners of
the Preferred Stock. Beneficial owners will not receive written confirmation
from the Depositary of their purchase, but beneficial owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the participants through which the
beneficial owners entered the transaction. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive
37
form. Such laws may impair the ability to transfer beneficial interests in a
Global Preferred Security.
We have been advised by the Depositary that upon the issuance of a Global
Preferred Security and the deposit of that Global Preferred Security with the
Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts represented
by that Global Preferred Security to the accounts of its participants.
Payments on the Preferred Stock represented by a Global Preferred Security
registered in the name of or held by the Depositary or its nominee will be made
to the Depositary or its nominee, as the case may be, as the registered owner
and holder of the Global Preferred Security representing that Preferred Stock.
We have been advised by the Depositary that upon receipt of any payment on a
Global Preferred Security, the Depositary will immediately credit, on its
book-entry registration and transfer system, accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
that Global Preferred Security as shown in the records of the Depositary.
Payments by participants to owners of beneficial interests in a Global Preferred
Security held through those participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the sole responsibility of those participants, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of the Depositary, any nominee or any participant relating to, or
payments made on account of, beneficial interests in a Global Preferred Security
or for maintaining, supervising or reviewing any of the records of the
Depositary, any nominee or any participant relating to those beneficial
interests.
A Global Preferred Security is exchangeable for definitive certificated
Preferred Stock registered in the name of, and a transfer of a Global Preferred
Security may be registered to, any person other than the Depositary or its
nominee, only if:
(a) The Depositary notifies us that it is unwilling or unable to
continue as Depositary for such Global Preferred Security or if at any time
the Depositary ceases to be registered under the Exchange Act; or
(b) We determine in our discretion that the permanent global Debt
Security shall be exchangeable for certificated Preferred Stock.
Any Global Preferred Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive certificated
Preferred Stock registered by the registrar in the name or names instructed by
the Depositary. We expect that such instructions may be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in the Global Preferred Security.
Except as provided above, owners of the beneficial interests in a Global
Preferred Security will not be entitled to receive physical delivery of
certificates representing shares of Preferred Stock and will not be considered
the holders thereof and no Global Preferred Security shall be exchangeable
except for another Global Preferred Security to be registered in the name of the
Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Global Preferred Security must rely on the procedures of the Depositary
and, if such person is not a participant, on the procedures of the participant
through which that person owns its interest, to exercise any rights of a holder
of Preferred Stock.
The Company understands that, under existing industry practices, in the
event that we request any action of holders, or an owner of a beneficial
interest in a Global Preferred Security desires to give or take any action that
a holder of Preferred Stock is entitled to give or take, the Depositary would
authorize the participants holding the relevant beneficial interests to give or
take that action, and those participants would authorize beneficial owners
owning through those participants to give or take that action or would otherwise
act upon the instructions of beneficial owners owning through them.
A brief description of the Depositary is set forth above under "Permanent
Global Debt Securities".
EXPERTS
The financial statements of the Company incorporated in this prospectus by
reference to the Annual Report of the Company on Form 10-K for the year ended
December 31, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of that firm as
experts in auditing and accounting.
38
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THIS DOCUMENT.
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TABLE OF CONTENTS
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[CHASE MANHATTAN LOGO]
THE CHASE MANHATTAN
CORPORATION
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
--------------------
PROSPECTUS
--------------------
, 1998
======================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
The Restated Certificate of Incorporation of The Chase Manhattan
Corporation (the "Registrant") provides that, to the fullest extent that the
DGCL as from time to time in effect permits the limitation or
II-1
elimination of the liability of directors, no director of the Registrant shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director.
The Registrant's Restated Certificate of Incorporation empowers the
Registrant to indemnify any director, officer, employee or agent of the
Registrant or any other person who is serving at the Registrant's request in any
such capacity with another corporation, partnership, joint venture, trust or
other enterprise (including, without limitation, an employee benefit plan) to
the fullest extent permitted under the DGCL as from time to time in effect, and
any such indemnification may continue as to any person who has ceased to be a
director, officer, employee or agent and may inure to the benefit of the heirs,
executors and administrators of such a person.
The Registrant's Restated Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors, notwithstanding any interest of
the directors in the action, to purchase and maintain insurance in such amounts
as the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Registrant or any other person who is serving at the
Registrant's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or incurred by
him in any such capacity arising out of his status as such (including, without
limitation, expenses, judgments, fines (including any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement) to the fullest extent permitted under the DGCL as from time to time
in effect, whether or not the Registrant would have the power or be required to
indemnify any such individual under the terms of any agreement or by-law or the
DGCL.
In addition, the Registrant's By-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The By-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Registrant or, at the request of the Registrant, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the
By-laws, entitle the persons to be indemnified to be reimbursed for the expenses
of prosecuting any such claim against the Registrant and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Registrant. Such provisions, however, are intended to be in furtherance
and not in limitation of the general right to indemnification provided in the
By-laws, which right of indemnification and of advancement of expenses is not
exclusive.
The Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
ITEM 16. LIST OF EXHIBITS
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II-3
---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
II-4
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, on June 11, 1998.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ ANTHONY J. HORAN
------------------------------------
(Anthony J. Horan, Corporate
Secretary)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
II-6
* Anthony J. Horan hereby signs this Registration Statement on behalf of each of
the indicated persons for whom he is attorney-in-fact on June 11, 1998 pursuant
to a power of attorney filed herewith.
By /s/ ANTHONY J. HORAN
------------------------------------
Anthony J. Horan
Corporate Secretary
Dated: June 11, 1998
II-7
EXHIBIT INDEX
---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.