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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
HALSEY DRUG CO., INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
406369
(CUSIP Number)
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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).
Page 1 of 16 Pages
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(1) 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 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).
CUSIP No. 406369 13G Page 2 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Chase Manhattan Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 257,261
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
257,261
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,261
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 406369 13G Page 3 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Bank of New York
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 171,507
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
171,507
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,507
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 406369 13G Page 4 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Israel Discount Bank of New York
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 171,507
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
171,507
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,507
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 16 Pages
Item 1(a). Name of Issuer:
Halsey Drug Co., Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1827 Pacific Street; Brooklyn, NY 11233
Item 2(a). Name of Person Filing:
The Chase Manhattan Corporation
Name of Person Filing:
The Chase Manhattan Bank, N.A.
Name of Person Filing:
The Bank of New York
Name of Person Filing:
Israel Discount Bank of New York
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Chase Manhattan Plaza; New York, NY 10081
Address of Principal Business Office or, if None, Residence:
One Chase Manhattan Plaza; New York, NY 10081
Address of Principal Business Office or, if None, Residence:
One Wall Street; New York, NY 10286
Address of Principal Business Office or, if None, Residence:
511 Fifth Avenue; New York, NY 10017
Item 2(c). Citizenship:
Page 6 of 16 Pages
Delaware (The Chase Manhattan Corporation)
Citizenship:
United States of America (The Chase Manhattan Bank, N.A.)
Citizenship:
New York (The Bank of New York)
Citizenship:
New York (Israel Discount Bank of New York)
Item 2(d). Title of Class of Securities:
Common Stock (warrants to purchase)
Item 2(e). CUSIP Number:
406369
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [X] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act,
(e) [ ] Investment Advisor registered under Section 203
of the Investment Advisors Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
(g) [X] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see
Item 7,
Page 7 of 16 Pages
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Page 8 of 16 Pages
Item 4. Ownership.
As set forth in Item 8, the persons filing have received warrants to
purchase shares of common stock of Halsey Drug Co., Inc. (the "Issuer"). The
percentage of the class of shares of common stock of the Issuer that would be
owned, assuming exercise of the warrants, as of December 31, 1994, was less than
five percent for each of the three persons filing. The aggregate percentage of
all three persons (which persons disclaim that they are a group) exceeds five
percent, as set forth below.
THE CHASE MANHATTAN CORPORATION
(THROUGH ITS SUBSIDIARY THE CHASE MANHATTAN BANK, N.A.)
(a) Amount beneficially owned:
257,261(2)
(b) Percent of class:
3.1%(2)
(c) Number of shares as to which such person has:
i) Sole power to vote or to direct the vote 257,261(2),
ii) Shared power to vote or to direct the vote 0,
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(2) The percentage figure is based upon the number of shares of common stock
said to be outstanding in the Issuer's most recent filing on Form 10-Q
(7,609,537) and assumes the exercise of all warrants by each of the persons
filing hereunder and the issuance of additional shares upon such exercise.
Pursuant to the antidilution provisions contained in the warrants, the
number of shares of the Issuer's common stock receivable upon exercise of the
warrants increases under certain circumstances. According to information
received from the Issuer's accountants, which information has not been verified
by The Chase Manhattan Bank, N.A. ("Chase"), based upon such antidilution
provisions and certain events occurring prior to the date hereof, the number of
shares receivable upon the exercise of all of the warrants received by Chase
would be approximately 272,423 shares. Based upon the number of shares of common
stock said to be outstanding in the Issuer's most recent filing on Form 10-Q and
assuming exercise of all warrants by each of the persons filing hereunder and
the issuance of additional shares upon such exercise, 272,423 shares would
constitute approximately 3.3% of the Issuer's common stock.
Page 9 of 16 Pages
iii) Sole power to dispose or to direct the disposition of 257,261(2),
iv) Shared power to dispose or to direct the disposition of 0,
THE BANK OF NEW YORK
(a) Amount beneficially owned:
171,507(3)
(b) Percent of class:
2.1%3
(c) Number of shares as to which such person has:
i) Sole power to vote or to direct the vote 171,507(3)
ii) Shared power to vote or to direct the vote 0,
iii) Sole power to dispose or to direct the disposition of 171,507(3),
iv) Shared power to dispose or to direct the disposition of 0,
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(3) The percentage figure is based upon the number of shares of common stock
said to be outstanding in the Issuer's most recent filing on Form 10-Q
(7,609,537) and assumes the exercise of all warrants by each of the persons
filing hereunder and the issuance of additional shares upon such exercise.
Pursuant to the antidilution provisions contained in the
warrants, the number of shares of the Issuer's common stock receivable upon
exercise of the warrants increases under certain circumstances. According to
information received from the Issuer's accountants, which information has not
been verified by The Bank of New York ("BNY"), based upon such antidilution
provisions and certain events occurring prior to the date hereof, the number of
shares receivable upon the exercise of all of the warrants received by BNY would
be approximately 181,615 shares. Based upon the number of shares of common stock
said to be outstanding in the Issuer's most recent filing on Form 10-Q and
assuming exercise of all warrants by each of the persons filing hereunder and
the issuance of additional shares upon such exercise 181,615 shares would
constitute approximately 2.2% of the Issuer's common stock.
Page 10 of 16 Pages
ISRAEL DISCOUNT BANK OF NEW YORK
(a) Amount beneficially owned:
171,507(4)
(b) Percent of class:
2.1%(4)
(c) Number of shares as to which such person has:
i) Sole power to vote or to direct the vote 171,507(4),
ii) Shared power to vote or to direct the vote 0,
iii) Sole power to dispose or to direct the disposition of 171,507(4),
iv) Shared power to dispose or to direct the disposition of 0,
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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(4) The percentage figure is based upon the number of shares of common stock
said to be outstanding in the Issuer's most recent filing on Form 10-Q
(7,609,537) and assumes the exercise of all warrants by each of the persons
filing hereunder and the issuance of additional shares upon such exercise.
Pursuant to the antidilution provisions contained in the
warrants, the number of shares of the Issuer's common stock receivable upon
exercise of the warrants increases under certain circumstances. According to
information received from the Issuer's accountants, which information has not
been verified by Israel Discount Bank of New York ("IDB"), based upon such
antidilution provisions and certain events occurring prior to the date hereof,
the number of shares receivable upon the exercise of all of the warrants
received by IDB would be approximately 181,615 shares. Based upon the number of
shares of common stock said to be outstanding in the Issuer's most recent filing
on Form 10-Q and assuming exercise of all warrants by each of the persons filing
hereunder and the issuance of additional shares upon such exercise 181,615
shares would constitute approximately 2.2% of the Issuer's common stock.
Page 11 of 16 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
As to The Chase Manhattan Corporation, this schedule is filed pursuant
to Rule 13d- 1(b)(ii)(G). The Chase Manhattan Bank, N.A. is a wholly-owned
subsidiary of The Chase Manhattan Corporation and is a bank as defined in
Section 3(a)(6) of the Act.
Item 8. Identification and Classification of Members of the Group.
The Chase Manhattan Corporation ("CMC") is a parent holding company and
each of The Chase Manhattan Bank, N.A. ("Chase"), The Bank of New York ("BNY")
and Israel Discount Bank of New York ("IDB") is a bank as defined in Section
3(a)(6) of the Act. CMC, Chase, BNY and IDB expressly disclaim that they
constitute a "group" for purposes of Section 13(d) of the Act and the Rules and
Regulations promulgated thereunder. Chase, BNY and IDB are parties to a Credit
Agreement, dated as of December 22, 1992, among Halsey Drug Co., Inc. (the
"Issuer"), Chase, BNY and IDB (such agreement, as amended from time to time, the
"Credit Agreement"). In connection with various amendments to the Credit
Agreement, Chase, BNY and IDB have received warrants to purchase common stock of
the Issuer. Such warrants, which were received in 1994 or early 1995 (but were
all dated 1994), are the basis for this filing.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 12 of 16 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above that were
acquired by The Chase Manhattan Bank, N.A. were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
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.
THE CHASE MANHATTAN CORPORATION
10/24/95
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(Date)
JOHN V. CAULFIELD
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(Signature)
John V. Caulfield V.P.
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(Name/Title)
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.
THE CHASE MANHATTAN BANK, N.A.
10/24/95
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(Date)
JOHN V. CAULFIELD
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(Signature)
John V. Caulfield V.P.
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(Name/Title)
Page 13 of 16 Pages
Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above that were
acquired by The Bank of New York were acquired in the ordinary
course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
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.
THE BANK OF NEW YORK
10/23/95
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(Date)
RICHARD MAYBAUM
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(Signature)
Richard Maybaum A.V.P.
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(Name/Title)
Page 14 of 16 Pages
Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above that were
acquired by Israel Discount Bank of New York were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
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.
ISRAEL DISCOUNT BANK OF NEW YORK
October 23, 1995
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(Date)
GEORGE S. DALLAL
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(Signature)
George S. Dallal, V.P.
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(Name/Title)
October 23,1995
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(Date)
R. DAVID KORNGRUEN
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(Signature)
R. David Korngruen A.V.P.
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(Name/Title)
Page 15 of 16 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, (the "Act") the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to common stock of Halsey Drug Co., Inc. (including warrants to acquire the same) and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. Notwithstanding this Joint Filing Agreement, the persons named below disclaim that they constitute a "group" for purposes of Section 13d of the Act and the rules and regulations promulgated in connection therewith. In evidence thereof, the undersigned have executed this Joint Filing Agreement as of the 23rd day of October, 1995. THE CHASE MANHATTAN CORPORATION 10/24/95 ------------------------------ (Date) JOHN V. CAULFIELD ------------------------------ (Signature) John V. Caulfield V.P. ------------------------------ (Name/Title) THE CHASE MANHATTAN BANK, N.A. 10/24/95 ------------------------------ (Date) JOHN V. CAULFIELD ------------------------------ (Signature) John V. Caulfield V.P. ------------------------------ (Name/Title) Page 16 of 16 Pages THE BANK OF NEW YORK 10/23/95 ------------------------------ (Date) RICHARD MAYBAUM ------------------------------ (Signature) Richard Maybaum A.V.P. ------------------------------ (Name/Title) ISRAEL DISCOUNT BANK OF NEW YORK October 23, 1995 ------------------------------ (Date) GEORGE S. DALLAL ------------------------------ (Signature) George S. Dallal, V.P. ------------------------------ (Name/Title) October 23, 1995 ------------------------------ (Date) R. DAVID KORNGRUEN ------------------------------ (Signature) R. David Korngruen A.V.P. ------------------------------ (Name/Title)