425 1 y42273e425.txt THE CHASE MANHATTAN CORPORATION 1 Filed by The Chase Manhattan Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: J.P. Morgan & Co. Incorporated Commission File No. 1-5885 Date: November 8, 2000 This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the merger between Chase and J.P. Morgan, including future financial and operating results, Chase's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of J.P. Morgan's and Chase's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that the businesses of Chase and J.P. Morgan will not be combined successfully; the risk that the growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; the risk that the integration process may result in the disruption of ongoing business or the loss of key employees or may adversely effect relationships with employees and clients; the risk that stockholder or required regulatory approvals of the merger will not be obtained or that adverse regulatory conditions will be imposed in connection with a regulatory approval of the merger; the risk of adverse impacts from an economic downturn; the risks associated with increased competition, unfavorable political or other developments in foreign markets, adverse governmental or regulatory policies, and volatility in securities markets, interest or foreign exchange rates or indices; or other factors impacting operational plans. Additional factors that could cause Chase's and J.P. Morgan's results to differ materially from those described in the forward-looking statements can be found in the 1999 Annual Reports on Forms 10-K of Chase and J.P. Morgan, filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov) and in Chase's Registration Statement on Form S-4 referred to below. Chase has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission containing a preliminary joint proxy statement-prospectus regarding the proposed transaction. Stockholders are urged to read the definitive joint proxy statement-prospectus when it becomes available because it will contain important information. The definitive joint proxy statement-prospectus will be sent to stockholders of Chase and J.P. Morgan seeking their approval of the proposed transaction. Stockholders also will be able to obtain a free copy of the definitive joint proxy statement-prospectus, as well as other filings containing information about Chase and J.P. Morgan, without charge, at the SEC's internet site (http://www.sec.gov). Copies of the definitive joint proxy statement-prospectus and the SEC filings that will be incorporated 2 by reference in the definitive joint proxy statement-prospectus can also be obtained, without charge, by directing a request to The Chase Manhattan Corporation, 270 Park Avenue, New York, NY 10017, Attention: Office of the Corporate Secretary (212-270-6000), or to J.P. Morgan & Co. Incorporated, 60 Wall Street, New York, NY 10260, Attention: Investor Relations (212-483-2323). Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the materials filed with the SEC by J.P. Morgan and Chase on September 13, 2000 and September 14, 2000, respectively. [The following slides were used in connection with a presentation on November 8, 2000 by Dina Dublon, Chief Financial Officer of The Chase Manhattan Corporation, at the Pace University Executive in Residence Program.] 3 GLOBALIZATION: WHAT IT TAKES TO COMPETE PACE UNIVERSITY EXECUTIVE IN RESIDENCE PROGRAM DINA DUBLON, EVP & CFO CHASE MANHATTAN CORPORATION 4 "ITS AGGRAVATING, WE HAVE NOTHING TO DO WITH RUSSIA OR ASIA. WE'RE JUST A LITTLE DOMESTIC BUSINESS TRYING TO GROW, BUT WE'RE PREVENTED BECAUSE OF THE WAY THESE GOVERNMENTS RUN THEIR COUNTRIES." Douglas Hanson CEO of Rocky Mountain Internet 5 CHALLENGES TO OPERATING GLOBALLY ------------------------------------------------- > Adapting the organization > Balancing "global" vs. "local" > Identifying competitive advantages > Agility and resilience > Redefining social responsibility 3 6 PITFALLS OF NOT KNOWING THE LANGUAGE... 4 7 THE CHASE/J.P. MORGAN MERGER A Case Study on Globalization 8 MEETS THE CRITERIA FOR SUCCESSFUL MERGERS ----------------------------------------- > STRATEGIC FIT > Experience drives execution and integration > Financially beneficial 6 9 KEY DRIVERS OF GROWTH --------------------- > UNPARALLELED CLIENT BASE PEOPLE EXTENDS > LEADING GLOBAL CAPABILITIES > & > COMPETITIVE TECHNOLOGY ADVANTAGE > PRODUCT LEADERSHIP IN GROWTH MARKETS
7 10 The new competitive model -------------------------------------------------------------------------------- SERVING THE SPECTRUM OF CLIENTS' NEEDS GLOBALLY --------- ---------- M&A Equity --------- ---------- ----------- Private -------------- Equity Public Debt ----------- -------------- ----------- --------------- FX & CLIENT ----------- Derivatives ADVISORY Bank Debt ----------- RELATIONSHIP ----------- -------------- ---------- --------- Research Sales & ---------- Trading --------- ------------ ------------- Operating Structuring Services ------------- ----------- ------------ Wealth management ------------
8 11 COMPLEMENTARY STRENGTHS ----------------------- UNPARALLELED CLIENT BASE
J.P. MORGAN CHASE ----------- ----- X Blue Chip Investment Grade X Non-Investment Grade X Europe X New Economy/Emerging Growth X Japan X Asia (ex-Japan) X Financial Sponsors
J.P. MORGAN AND CHASE --------------------- X Latin America X U.S. Corporates X High Net Worth X Financial Institutions X Institutional Investors 9 12 ABILITY TO INTEGRATE AND EXECUTE -------------------------------- > Track record of successful integrations > Inclusive approach to integration > Common cultural elements > More focused, less complex than prior mergers > Retention driven by opportunity and incentives 10 13 SYNERGIES DRIVE PROFITABILITY AND GROWTH ---------------------------------------- > Incremental revenue of $1 billion - net $400 million after incremental expenses > Savings of $1.5 billion - 11% of total relevant combined expenses - Fully in place by end of year 2 - Business by business review under way 11 14 PRO FORMA LINE OF BUSINESS RESULTS ---------------------------------- ($ IN BILLIONS)
LTM PRO FORMA(1) ---------------- AFTER-TAX REVENUES CASH EARNINGS -------- ------------- Investment Banking $16.6 $4.0 WELL BALANCED Wealth Management 4.0 0.6 > Private Equity 2.6 1.4 HIGHER GROWTH Operating Services 3.4 0.6 National Consumer Svcs. 9.9 1.8
Note: (1) Last twelve months (LTM) ending September 30, 2000; pro forma, including Robert Fleming 12 15 PRO FORMA J.P. MORGAN CHASE & CO. (WHOLESALE BANKING) ----------------------------------------------------- ($ BILLIONS) [CASH OPERATING INCOME - 9MOS 00 BARGRAPH]
CitiGroup(1) J.P. Morgan Chase & Co.(2) MSDW(3) Merrill Lynch Goldman Sachs Investment Bank 5.7 3.7 3.7 3.1 2.7 Global Services -- .5 -- -- -- --- --- --- --- --- Total 5.7 4.2 3.7 3.1 2.7
Note: Cash income is after-tax ----- (1) Includes SSB, Global Relationship Banking, Emerging Markets, Private Banking, Asset Management and Investment Activities (2) Includes Investment Bank, Wealth Management, Private Equity and Global Services; includes Robert Fleming results since 8/1/00 (3) Excludes Discover Credit Services 13 16 The case for higher valuation > Higher growth > Leadership drives higher returns > Greater diversification/risk reduction > Free cash flow generation > Completes the platform 14 17 RELATIVE STOCK PRICE MOVEMENTS ------------------------------ SINCE 9/4/00
10/30 PRICE %O/(U) 9/13 ----------- ----------- CMB $43.75 (14%) AVG. Sec. Firms (14%)
P/E(1) ------ CMB 9.82 AVG. Sec. Firms(2) 15.18 AVG. Large Banks(3) 9.72
[RELATIVE STOCK PRICE MOVEMENTS LINE GRAPH, STOCK PRICE AS A PERCENTAGE OF CLOSING PRICE ON 9/13]
DATE CMB Average Sec. Firms* 9/4 111% 103% 9/5 113% 103% 9/6 111% 101% 9/7 113% 100% 9/8 114% 100% 9/11 113% 103% 9/12 104% 102% 9/13 100% 100% ANNOUNCEMENT DATE 9/14 100% 101% 9/15 97% 98% 9/18 92% 93% 9/19 92% 95% 9/20 92% 94% 9/21 88% 90% 9/22 93% 91% 9/25 93% 93% 9/26 91% 90% 9/27 90% 88% 9/28 92% 91% 9/29 91% 92% 10/2 94% 94% 10/3 92% 94% 10/4 90% 91% 10/5 88% 94% 10/6 85% 88% 10/9 83% 85% 10/10 81% 82% 10/11 80% 83% 10/12 75% 76% 10/13 78% 82% 10/16 78% 83% 10/17 75% 80% 10/18 73% 80% 10/19 77% 84% 10/20 76% 87% 10/23 76% 84% 10/24 79% 86% 10/25 79% 83% 10/26 79% 81% 10/27 84% 83% 10/30 86% 86%
Notes: ------ (1) P/E Based on 2001 EPS Mean (Source: First Call); P/E Based on Cash EPS for Chase, Merrill Lynch, First Union, Fleet Boston and BankAmerica (2) Sec. firms represents Goldman Sachs, Merrill Lynch, Citigroup and Morgan Stanley Dean Witter (3) Large Banks represents Bank One, First Union, Fleet Boston and BankAmerica * Average Sec. Firms represents the relative stock price movements of Goldman Sachs, Merrill Lynch, Citigroup and Morgan Stanley Dean Witter 15 18 Supplemental Information 19 COMPLEMENTARY STRENGTHS ----------------------- PRODUCT LEADERSHIP IN GROWTH MARKETS
J.P. MORGAN CHASE ----------- ----- X Equity Underwriting X New Economy and Asian Equities X Equity & Structured Derivatives X FX & Interest Rate Derivatives X Global M&A - Europe X Global M&A X Europe Fixed Income X Syndicated & Leveraged Finance X U.S. Asset Management X European & Asian Asset Mgmt. X LabMorgan X Chase.com X Operating Services
17 20 A LEADER IN WEALTH MANAGEMENT ----------------------------- ASSETS UNDER MANAGEMENT AS OF 12/31/99(1) -----------------------------------------
RANK US INSTITUTIONS AUM ($B) ---- --------------- -------- 1 Fidelity Investments $956 2 Barclays Global Advisors 783 3 J.P. MORGAN/CHASE PRO FORMA(2) 720 4 State Street Global Advisors 672 5 Capital Group Cos. 558 6 Merrill Lynch Asset Mgmt 557 7 Mellon Financial 463 8 AXA Financial 463 9 Morgan Stanley Dean Witter 420 10 Citigroup 419
NOTES: Source: Institutional Investor (1) Global rankings of investment management firms by assets under management ("AUM") (2) Includes $48 billion for pro rata share of American Century; pro forma for Robert Fleming 18 21 A leader in wealth management -------------------------------------------------------------------------------- A BALANCED BUSINESS
PRO FORMA BY ASSET CLASS(1) PRO FORMA BY GEOGRAPHIC REGION(1) ------------------------------ ------------------------------------ CASH/OTHER 23% USA 65% EQUITIES 52% INTERNATIONAL 35% FIXED INCOME 25% [PRO FORMA BY GEOGRAPHIC REGION(1) PIE CHART] [PRO FORMA BY ASSET CLASS PIE CHART]
PRO FORMA BY CLIENT(1) ---------------------- INSTITUTIONAL 60% PRIVATE CLIENT 40%
[PRO FORMA BY CLIENT(1) PIE CHART] Note: (1) Assets under management as of 12/31/99. Includes $48 billion for pro rata share of American Century; pro forma for Robert Fleming 19 22 This presentation contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Chase's and J.P Morgan's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These uncertainties include: the risk that the businesses of Chase and J.P. Morgan will not be combined successfully; the risk that the growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; the risk that the integration process may result in the disruption of ongoing business or the loss of key employees or may adversely effect relationships with employees and clients; the risk that stockholder or required regulatory approvals of the merger will not be obtained or that adverse regulatory conditions will be imposed in connection with a regulatory approval of the merger; the risk of adverse impacts from an economic downturn; the risks associated with increased competition, unfavorable political or other developments in foreign markets, adverse governmental or regulatory policies, and volatility in securities markets, interest or foreign exchange rates or indices; or other factors impacting operational plans. Additional factors that could cause Chase's and J.P. Morgan's results to differ materially from those described in the forward-looking statements can be found in the 1999 Annual Reports on Form 10-K of Chase and J.P. Morgan and in the Registration Statement on Form S-4 filed by Chase on October 5, 2000 with the Securities and Exchange Commission. The proposed transaction will be submitted to Chase's and J.P. Morgan's stockholders for their consideration. Such stockholders should read the definitive joint proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. Stockholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Chase and J.P. Morgan, without charge, at the SEC's internet site (http://www.sec.gov). Copies of the definitive joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, without charge, by directing a request to The Chase Manhattan Corporation, 270 Park Avenue, New York, NY 10017, Attention: Office of the Corporate Secretary (212-270-6000) or to J.P. Morgan, 60 Wall Street, New York, NY 10260, Attention: Investor Relations (212-483-2323). Information regarding the participants in the proxy solicitation and a description of their direct and indirect interest, by security holdings or otherwise, is contained in the materials filed with the SEC by each of J.P. Morgan and Chase on September 13 and 14, 2000, respectively. 20