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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-00-011818.txt : 20001227
<SEC-HEADER>0000950123-00-011818.hdr.sgml : 20001227
ACCESSION NUMBER:		0000950123-00-011818
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001222
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001226

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHASE MANHATTAN CORP /DE/
		CENTRAL INDEX KEY:			0000019617
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				132624428
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-05805
		FILM NUMBER:		795776

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		STREET 2:		39TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL BANKING CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL NEW YORK CORP
		DATE OF NAME CHANGE:	19880508
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y43877e8-k.txt
<DESCRIPTION>THE CHASE MANHATTAN CORPORATION
<TEXT>

<PAGE>   1






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




Date of Report:  December 22, 2000                 Commission file number 1-5805


                         THE CHASE MANHATTAN CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




         Delaware                                                13-2624428
         --------                                                ----------
(State or other jurisdiction                                 (I.R.S. Employer
    of incorporation)                                        Identification No.)



     270 Park Avenue, New York, NY                                      10017
     -----------------------------                                      -----
(Address of principal executive offices)                              (Zip Code)



       (Registrant's telephone number, including area code) (212) 270-6000
                                                            --------------
<PAGE>   2
Item 5. Other Events
- --------------------

        On December 22, 2000, J.P. Morgan & Co. Incorporated and The Chase
Manhattan Corporation announced that, at separate meetings, their respective
shareholders had approved the merger of the two companies. J.P. Morgan and Chase
also announced that they had received all regulatory approvals necessary to
consummate their merger and that they expected the merger to close on December
31, 2000. A copy of a press release relating to the foregoing is attached hereto
as an exhibit.

         At the Chase meeting, 941,374,514 shares were voted, representing a
quorum of 71.83% of the outstanding common stock. The merger was approved with
925,458,050 shares (representing 70.61% of the outstanding common stock) voting
for; 9,385,586 shares (representing 0.71% of the outstanding common stock)
voting against; and 6,530,878 shares (representing .50% of the outstanding
common stock) abstaining. The votes for the merger represented 98.99% of votes
cast.

         At the J.P. Morgan meeting, 114,355,736 shares were voted, representing
a quorum of 71.27% of the outstanding common stock. The merger was approved with
108,612,673 shares (representing 67.69% of the outstanding common stock) voting
for; 3,562,046 shares (representing 2.22% of the outstanding common stock)
voting against; and 2,181,017 shares (representing 1.36% of the outstanding
common stock) abstaining. The votes for the merger represented 94.98% of votes
cast.




Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- --------------------------------------------------------------------------

The following exhibit is filed with this report:

Exhibit Number                                    Description
- --------------                                    -----------

     99.1                                        Press Release





                                       2
<PAGE>   3
                                    SIGNATURE



               Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.




                                                 THE CHASE MANHATTAN CORPORATION
                                                              (Registrant)



                                                        /s/ Anthony J. Horan
                                                        ------------------------
Dated: December 26, 2000
                                                        Anthony J. Horan
                                                        Secretary

                                       3
<PAGE>   4
                                  EXHIBIT INDEX

Exhibit Number                                                Description
- --------------                                                -----------

     99.1                                                    Press Release











                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y43877ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>   1
[JP MORGAN LOGO]                                                    [CHASE LOGO]


NEWS RELEASE


FOR IMMEDIATE RELEASE            Investor Contacts: John Borden, 212-270-7318
                                                    Ann Patton, 212-648-9446

                                 Media Contacts:    Jon Diat, 212-270-5089
                                                    Kristin Lemkau, 212-648-9583



                CHASE AND J.P. MORGAN SHAREHOLDERS APPROVE MERGER

                                  ------------

                           SET DECEMBER 31ST TO MERGE


         NEW YORK, DECEMBER 22 - The Chase Manhattan Corporation and J.P. Morgan
& Co. Incorporated today announced that, at separate meetings, their respective
shareholders had approved the merger of the two companies.

         The merger agreement provides that 3.7 shares of common stock of Chase
- - which will be renamed J.P. Morgan Chase & Co. at the close of the merger -- be
exchanged for each share of J.P. Morgan common stock. Each series of preferred
stock of J.P. Morgan will be exchanged for a similar series of preferred stock
of J.P. Morgan Chase & Co.

         Chase and J.P. Morgan also announced that they had received all
regulatory approvals necessary to consummate their merger. Accordingly, the
merger will close on December 31, 2000. Following the closing, Chase stock will
continue to trade on the New York Stock Exchange under the new name, J.P. Morgan
Chase & Co., and the ticker symbol will change from "CMB" to "JPM." J.P. Morgan
stock will no longer trade. Trading under the new stock symbol ("JPM") is
expected to commence on January 2, 2001.

                                      # # # #





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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