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CHEMICAL BANKING CORP. AND MANUFACTURERS HANOVER CORP. STOCKHOLDERS APPROVE MERGER OF EQUALS

       CHEMICAL BANKING CORP. AND MANUFACTURERS HANOVER CORP.
               STOCKHOLDERS APPROVE MERGER OF EQUALS
    NEW YORK, Nov. 1 /PRNewswire/ -- Shareholders of Chemical Banking Corporation (NYSE: CHL) and Manufacturers Hanover Corporation (NYSE: MHC) approved a merger of equals at two Special Meetings of Stockholders today.  The merger, which was approved by 98 percent of the votes cast by Manufacturers Hanover Corporation common stockholders and by 98 percent of the common votes cast and 95 percent of the preferred votes cast by Chemical Banking Corporation shareholders, is expected to be completed by Dec. 31, 1991, subject to regulatory approval.
    The merged organization, to be called Chemical Banking Corporation, will be the nation's third largest bank holding company with major franchises in key regional, national and global markets.
    John F. McGillicuddy, 60, Manufacturers Hanover's chairman of the board and chief executive officer, will be the new institution's chairman and chief executive officer.  Walter V. Shipley, 55, Chemical's chairman of the board and chief executive officer, will be president and chief operating officer and will succeed Mr. McGillicuddy as chief executive officer on Jan. 1, 1994.
    The merger agreement, announced July 15 and unanimously approved by the boards of directors of both institutions and approved by shareholders today, provides for an all-stock pooling of interests.  Under the terms of the merger, one share of Manufacturers Hanover common stock is to be exchanged for 1.14 shares of Chemical common stock on a tax-free basis.  In addition, each share of Manufacturers Hanover's series of preferred stock is to be converted into similar securities of the new institution.
    Also today, Chemical Banking Corporation shareholders approved a resolution increasing the number of shares of preferred stock authorized to be issued from 75 million to 200 million, and providing that all shares of preferred stock will have a par value of $1 per share.
              -0-     11/1/91
    /CONTACT: Charles Salmans, 212-310-6106, for Chemical Banking Corporation and John Stefans, 212-270-7438 for Manufacturers Hanover Trust; Investor Contacts:  Dina Dublon, 212-310-7545 for Chemical Bank and John Borden, 212-270-7318, for Manufacturers Hanover/
    (MHC CHL) CO:  Chemical Banking Corporation; Manufacturers Hanover Corporation ST:  New York IN:  FIN SU: SB -- NY064 -- 0320 11/01/91 15:25 EST
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Publication:PR Newswire
Date:Nov 1, 1991
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