425 1 y43183e425.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-6 under the Securities Exchange Act of 1934 Subject Company: J.P. Morgan & Co. Incorporated Commission File No. 1-5885 Date: November 30, 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. In connection with the proposed transaction, Chase has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission containing a joint proxy statement-prospectus with regard to the proposed merger. Stockholders are advised to read the joint proxy statement-prospectus because it contains important information. Stockholders may obtain a free copy of the joint proxy statement-prospectus and other documents filed by Chase and J.P. Morgan with the SEC, at the SEC's internet site (http://www.sec.gov). Copies of the joint proxy statement-prospectus and the SEC filings that will be incorporated by reference in the 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. 2 Investor Contacts: Press Contacts: John Borden 212-270-7318 Joe Evangelisti 212-648-9589 Ann Patton 212-648-9445 Jon Diat 212-270-5089 CHASE AND J.P. MORGAN ANNOUNCE NEW BOARD OF DIRECTORS NEW YORK, NOVEMBER 30, 2000 -- The Chase Manhattan Corporation and J.P. Morgan & Co. Incorporated announced today the Board of Directors of J.P. Morgan Chase & Co., effective upon the consummation of the merger. Under the terms of the merger agreement, the Board is to consist of 15 Directors, including Douglas A. Warner III as Chairman, and William B. Harrison Jr. as President and Chief Executive Officer, eight outside Directors designated by Chase and five outside Directors designated by J.P. Morgan. Shareholder meetings for both Chase and J.P. Morgan have been scheduled for December 22. Subject to receiving the shareholder and requisite regulatory approvals, the merger is anticipated to close on December 31, 2000. Following the merger, the members of the Board of Directors will be: Hans W. Becherer, Retired Chairman and Chief Executive Officer, Deere & Co. * Riley P. Bechtel, Chairman and Chief Executive Officer, Bechtel Group, Inc. ** Frank A. Bennack Jr., President and Chief Executive Officer, The Hearst Corporation * Lawrence A. Bossidy, Retired Chairman of the Board, Honeywell International Inc. ** M. Anthony Burns, Chairman, Ryder System, Inc. * H. Laurance Fuller, Retired Co-Chairman, BP Amoco p.l.c. * Ellen V. Futter, President and Trustee, American Museum of Natural History ** William H. Gray III, President and Chief Executive Officer, The College Fund/UNCF * William B. Harrison Jr., President and Chief Executive Officer Helene L. Kaplan, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP * 3 Lee R. Raymond, Chairman of the Board and Chief Executive Officer, Exxon Mobil Corporation ** John R. Stafford, Chairman, President and Chief Executive Officer, American Home Products Corporation * Lloyd D. Ward, Former Chairman of the Board and Chief Executive Officer, Maytag Corporation ** Douglas A. Warner III, Chairman Marina v.N. Whitman, Professor of Business Administration and Public Policy, University of Michigan * * designated by Chase ** designated by J.P. Morgan In a joint statement, Messrs. Warner and Harrison expressed the warmest appreciation for all that each of their respective Boards has achieved and for their understanding and support in establishing the Board structure for the merged company. Chase can be reached on the web at www.chase.com, and J.P. Morgan's web address is www.jpmorgan.com. In connection with the proposed transaction, Chase has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission containing a joint proxy statement-prospectus with regard to the proposed merger. Stockholders are advised to read the joint proxy statement-prospectus because it contains important information. Stockholders may obtain a free copy of the joint proxy statement-prospectus and other documents filed by Chase and J.P. Morgan with the SEC, at the SEC's internet site (http://www.sec.gov). Copies of the joint proxy statement-prospectus and the SEC filings that will be incorporated by reference in the 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. # # # #