-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, T2KF3c/LEaLlIK9+QlHFqzKbRFIO9f60K8OZzPUFd4lmy5q695zlFl3KdlWHeVRN 9uyKXYDbzuLioXAHfQlKEg== 0000046618-95-000050.txt : 19950414 0000046618-95-000050.hdr.sgml : 19950406 ACCESSION NUMBER: 0000046618-95-000050 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950405 SROS: NYSE GROUP MEMBERS: HEINE SECURITIES CORP /ADV GROUP MEMBERS: MICHAEL F. PRICE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP CENTRAL INDEX KEY: 0000019489 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132633613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07863 FILM NUMBER: 95527143 BUSINESS ADDRESS: STREET 1: 1 CHASE MANHATTAN PLZ CITY: NEW YORK STATE: NY ZIP: 10081 BUSINESS PHONE: 2125522222 MAIL ADDRESS: STREET 1: 33 MAIDEN LANE STREET 2: 33 MAIDEN LANE CITY: NEW YORK STATE: NY ZIP: 10081 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEINE SECURITIES CORP /ADV CENTRAL INDEX KEY: 0000046618 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132629452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PKWY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 FORMER COMPANY: FORMER CONFORMED NAME: HEINE SECURITIES CORP /ADV DATE OF NAME CHANGE: 19940202 SC 13D 1 CHASE MANHATTAN FORM 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) The Chase Manhattan Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) 161610100 MICHAEL F. PRICE, HEINE SECURITIES CORPORATION 51 JOHN F. KENNEDY PARKWAY SHORT HILLS, NJ 07078 (201) 912- 2152 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies should be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) Page 1 of 10 pages CUSIP No. 161610100 13D Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Heine Securities Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF INCORPORATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 11,111,000 (See Items 2 and 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,111,000 (See Items 2 and 5) PERSON 10 SHARED DISPOSITIVE POWER WITH N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,111,000 (See Items 2 and 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% (See Items 2 and 5) 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 161610100 13D Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Price 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF INCORPORATION United States NUMBER OF 7 SOLE VOTING POWER SHARES N/A (See Items 2 and 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,111,000 (See Items 2 and 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING N/A (See Items 2 and 5) PERSON 10 SHARED DISPOSITIVE POWER WITH 11,111,000 (See Items 2 and 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,111,000 (See Items 2 and 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% (See Items 2 and 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Item 1. Security and Issuer The class of equity securities to which this Statement relates is the Common Stock (the "Common Stock") of The Chase Manhattan Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 1 Chase Manhattan Plaza, New York, NY 10081. Item 2. Identity and Background (a-c) This Statement is being filed by Heine Securities Corporation "HSC"), a Delaware corporation, whose principal and executive offices are located at 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. HSC is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended. One or more of HSC's advisory clients is the beneficial owner of the securities covered by this statement. Pursuant to investment advisory agreements with each of its advisory clients, HSC has sole investment discretion and voting authority with respect to such securities. This Statement is also being filed by Michael F. Price. Michael F. Price is President of HSC, in which capacity he exercises voting control and dispositive power over the securities reported herein by HSC. Mr. Price, therefore, may be deemed to have indirect beneficial ownership over such securities. Neither Mr. Price nor HSC has any interest in dividends or proceeds from the sale of such securities, owns any shares for their own account and disclaims beneficial ownership of all securities reported herein. The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of HSC is set forth in Exhibit A hereto. (d-e) During the last five years, neither HSC nor, to the best of HSC's knowledge, any person listed in Exhibit A attached hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the best of HSC's knowledge, each of the individuals listed on Exhibit A attached hereto is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $365 million (including brokerage commissions). All such funds were provided from working capital of HSC's respective advisory clients. Item 4. Purpose of Transaction The securities covered by this Statement were acquired by HSC's advisory clients for the purpose of investment. In the future, HSC may decide to purchase on behalf of its advisory clients additional shares of the Common Stock or other securities of the Issuer. In addition, HSC may cause its advisory clients to dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. HSC believes that the Issuer operates numerous businesses that generate far more attractive returns and possess superior growth prospects than the traditional commercial banking business. HSC further believes that the per share value of all of the businesses operated by the Issuer far exceeds the current market price of the Issuer's common stock. Finally, HSC believes that the Issuer should seriously consider taking steps to realize the inherent values in its businesses in a manner designed to maximize shareholder value. As part of its continuing efforts to assess the value of its clients' investment in the Issuer, HSC may communicate with, among others, the Issuer's management, its Board of Directors, and other shareholders of the Issuer. In addition, HSC's advisory clients reserve the right to exercise any and all of their respective rights as a stockholder of the Issuer in a manner consistent with their equity interests. Except as set forth above, neither HSC nor, to the best of HSC's knowledge, any executive officer or director of HSC, has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a-b) As the holder of sole voting and investment power over the securities owned by its advisory clients, HSC (and therefore Mr. Price) may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the beneficial owner of 11,111,000 shares of the Common Stock owned by HSC's advisory clients, representing approximately 6.1% of the outstanding shares of the Common Stock. HSC has the sole power to vote or direct to vote, and the sole power to dispose or to direct the disposition of the shares of the Common Stock covered by this Statement. HSC and Mr. Price disclaim any economic interest or beneficial ownership in any shares of the Common Stock covered by this Statement. (c) Exhibit B sets forth all transactions in the shares of the Common Stock within the past sixty days. (d) No person other than HSC's advisory clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except as set forth above, neither HSC nor, to the best of HSC's knowledge, any of the persons named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material To Be Filed As Exhibits Exhibit A Executive Officers and Directors of HSC Exhibit B Summary of Transactions Exhibit C Joint Filing Agreement Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 5, 1995 /s/ Michael F. Price President Heine Securities Corporation /s/ Michael F. Price EXHIBIT A EXECUTIVE OFFICERS AND DIRECTORS OF HEINE SECURITIES CORPORATION Name/Title/ Principal Business Citizenship Occupation Address Michael F. Price President and 51 J.F.K. Pkwy President/Director Director, Short Hills, NJ (U.S.) Mutual Series 07078 Fund Inc. Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy Treasurer and CFO Mutual Series Short Hills, NJ (U.S.) Fund Inc. 07078 Elizabeth N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy Secretary Mutual Series Short Hills, NJ (U.S.) Fund Inc. 07078 EXHIBIT B SUMMARY OF TRANSACTIONS STOCK PURCHASES WITHIN THE LAST SIXTY DAYS: Date Share Amount Price 02/13/95 250,300 $33.788 02/14/95 137,900 $34.159 02/14/95 90,500 $34.000 02/14/95 200,000 $34.250 02/14/95 205,500 $34.074 02/15/95 6,000 $34.875 02/15/95 195,800 $34.734 02/16/95 108,700 $34.546 02/16/95 110,000 $34.557 02/16/95 7,500 $34.875 02/16/95 4,000 $34.625 02/17/95 91,500 $34.398 02/17/95 190,000 $34.625 02/17/95 63,800 $34.375 02/21/95 144,500 $34.423 02/21/95 50,000 $34.500 02/22/95 75,000 $34.500 02/22/95 100,000 $34.516 02/24/95 19,300 $34.125 02/24/95 308,000 $35.750 02/24/95 53,200 $35.250 02/27/95 94,600 $35.507 02/28/95 16,500 $35.500 03/01/95 141,600 $35.768 03/01/95 210,000 $36.163 03/02/95 212,400 $35.765 03/02/95 168,800 $35.750 03/03/95 153,600 $35.539 03/03/95 125,000 $35.625 03/03/95 200,000 $35.500 03/06/95 58,300 $35.214 03/07/95 375,000 $35.031 03/07/95 10,000 $34.875 03/08/95 100,000 $34.935 03/08/95 103,700 $35.000 03/09/95 50,000 $34.915 03/09/95 110,000 $34.875 03/09/95 25,000 $34.500 03/10/95 150,000 $35.667 03/10/95 150,200 $35.682 03/13/95 163,200 $34.943 03/14/95 194,000 $34.526 03/15/95 101,000 $34.386 03/15/95 15,000 $34.500 03/16/95 125,000 $34.667 03/17/95 382,700 $34.474 03/17/95 30,400 $34.375 03/17/95 218,100 $34.389 03/17/95 1,000 $34.250 03/17/95 221,500 $34.335 03/20/95 350,000 $34.707 03/20/95 28,200 $34.500 03/20/95 63,700 $34.632 03/21/95 450,000 $34.828 03/21/95 12,800 $34.750 03/22/95 162,000 $34.853 03/22/95 67,900 $34.875 03/23/95 146,000 $34.814 03/23/95 50,000 $34.750 03/24/95 17,000 $34.500 03/24/95 220,000 $34.750 03/24/95 100 $34.875 03/24/95 100,000 $34.688 03/27/95 75,000 $34.625 03/28/95 75,000 $34.667 03/28/95 60,000 $34.813 03/29/95 5,000 $35.125 03/29/95 200 $35.500 03/29/95 25,500 $35.250 03/29/95 90,000 $35.244 03/29/95 90,000 $35.375 03/30/95 215,000 $36.133 03/30/95 1,500 $36.175 03/30/95 1,000 $36.000 03/31/95 215,000 $35.613 03/31/95 197,500 $35.792 03/31/95 12,700 $36.175 03/31/95 50,000 $ 4.500 * 04/03/95 1,000 $35.750 04/03/95 333,000 $35.931 04/04/95 10,000 $36.625 04/04/95 425,000 $36.537 04/04/95 280,300 $36.694 04/05/95 290,000 $37.1897 04/05/95 58,800 $37.0000 04/05/95 163,500 $37.7408 04/05/95 169,000 $37.375 04/05/95 18,600 $37.375 04/05/95 50,000 $37.500 TOTAL: 10,898,300 * Sale of May 40 puts EXHIBIT C JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on April 5, 1995. HEINE SECURITIES CORPORATION By:___________________________ Michael F. Price, President MICHAEL F. PRICE ______________________________ -----END PRIVACY-ENHANCED MESSAGE-----