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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CHEMICAL BANKING CORPORATION
(Name of Registrant as Specified in Its Charter)
---------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/x/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: (i)
Common Stock, par value $1.00 per share of the Registrant ("Chemical
Common Stock") to be issued in connection with the transaction and
(ii) Common Stock, par value $2.00 per share of The Chase Manhattan
Corporation ("Chase Common Stock"), to be acquired by the Registrant
in the transaction.
(2) Aggregate number of securities to which transaction applies: (i)
223,025,061 being the maximum number of shares of Chemical Common
Stock to be issued in the transaction and (ii) 214,447,174 being the
maximum number of shares of Chase Common Stock to be acquired by the
Registrant in the transaction.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): The per
unit price of each share of Chase Common Stock is $58.1875 (the
average high and low price of such stock on the New York Stock
Exchange, Inc. Composite Transaction Tape on September 22, 1995). The
filing fee of $2,495,628.99 is calculated in accordance with
Rule 0-11(c)(1) under the Exchange Act as one-fiftieth of one percent
of the product of 214,447,174 shares to be acquired in the
transaction and $58.1875.
(4) Proposed maximum aggregate value of transaction: $12,478,144,937.10.
(5) Total fee paid: $2,495,628.99.
/x/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CHEMICAL BANKING CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
Monday, December 11, 1995
CONDUCT OF MEETING
The following are some guidelines for the conduct of this meeting which
we would appreciate your following. If you wish to address the meeting and, if
you are addressing the meeting for the first time, please state your name and
the number of shares you are representing. All questions should be directed to
the Chair.
An agenda has been distributed to each of you. For the meeting to
proceed in an orderly fashion, the agenda must be followed. Every stockholder
who wishes to speak will be given that opportunity from a standing microphone.
If a stockholder has multiple questions, we certainly welcome these.
But, please allow other stockholders to have an opportunity to speak. Questions
should be raised one at a time and the Chairman will come back to the person
who has multiple questions.
TOPICAL QUESTIONS
Q. How large will the new Chase be?
A. The new institution will have nearly $300 billion in assets and $20
billion in stockholders' equity. The new Chase will be one of the best
capitalized banking companies in the world.
Q. What will be the new dividend of the surviving corporation?
A. Chemical and Chase currently expect that the Board of Directors of the
new Chase will continue to declare Chemical's regular quarterly cash
dividends on the Chemical Common Stock following the Merger. Currently,
the dividends on the Chemical Common Stock are $0.50 per share per
quarter, or $2.00 per share per year. Future dividends will be
determined by the Board of Directors of the new Chase in light of the
earnings and financial condition of the new Chase and its subsidiaries
and other factors, including applicable governmental regulations and
policies.
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Q. How many local branches will be closed as a result of the Merger of
the banks?
A. The new Chase network will have over 600 branches in New York, New
Jersey and Connecticut. In the New York metropolitan region, where the
two networks overlap, approximately 100 branches will be consolidated
into nearby branches. Many of these branches are in very close proximity
to each other, usually within a couple of blocks, where consolidation
will not inconvenience the communities.
Q. Will the new Chase remain a leader in serving the needs of low and
moderate income communities?
A. Yes. We will continue to serve all of the low and moderate income
communities in which we currently do business. Both Chase and Chemical
have a long and proud history of meeting the needs of the communities
they serve. Chase and Chemical have announced that the new Chase will
make $18.1 billion in community investments across the U.S. over five
years, beginning after the two companies merge. The commitment is the
largest ever for a bank and was achieved in consultation with more than
350 community organizations and government officials, primarily in New
York, New Jersey, Connecticut and Texas, where the merged company will
have full-service subsidiary banks.
Q. What are the estimated cost savings from the Merger?
A. Chemical and Chase currently expect to achieve substantial savings in
the base of operating costs by consolidating certain operations and
eliminating redundant expenses. Such savings are expected to be realized
over time as such consolidation is completed. Although no assurances can
be given that any specific level of cost savings will be achieved or as
to the timing thereof, annual savings are expected to amount to
approximately $600 million in the first year following consummation of
the Merger, approximately $1.05 billion in the second year, and
approximately $1.5 billion in each year thereafter. Such savings are
expected to be realized primarily through reductions in staff, the
consolidation and elimination of certain branches and office facilities
and the consolidation of certain data processing and other back office
operations.
Q. What are the estimated expenses of the Merger?
A. It is expected that a one-time, pre-tax restructuring charge of $1.5
billion will be incurred upon consummation of the Merger, principally as
a result of severance expenses, costs in connection with planned office
eliminations, and other Merger-related expenses.
Q. How many jobs will be lost as a consequence of the Merger?
A. Approximately 12,000 positions will be eliminated from a combined staff
of approximately 75,000 located in 39 states and 51 countries around the
world. We expect to rely as much as possible on normal attrition
combined with internal redeployment; however, there will be a need for
some involuntary layoffs.