-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PiAYKunfp4sWJBQSWrZjn2WxcFwifIEnfiswvo6IET9rBinL92vXXzQK5xNKJqrH 5vzn26KrGqUt2bQ1eiAWpg== /in/edgar/work/20001102/0000950103-00-001209/0000950103-00-001209.txt : 20001106 0000950103-00-001209.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950103-00-001209 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P & CO INC CENTRAL INDEX KEY: 0000068100 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 132625764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-05885 FILM NUMBER: 751808 BUSINESS ADDRESS: STREET 1: 60 WALL ST CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2124832323 MAIL ADDRESS: STREET 1: 500 STANTON CHRISTIANA RD STREET 2: ATTN RANDY REDCAY CITY: NEWARK STATE: DE ZIP: 19713 DEFA14A 1 0001.txt SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2)). [ ] Definitive proxy statement. [ ] Definitive additional materials. [X] Soliciting material under Rule 14a-12. J.P. Morgan & Co. Incorporated (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Date: November 2, 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 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 2, 2000 by Geoffrey T. Boisi, Vice Chairman of Chase's Investment Bank, at the BancAnalysts Association of Boston Conference.] 3 A WINNING GROWTH STRATEGY FOR J.P. MORGAN & Co. NOVEMBER 2, 2000 GEOFFREY T. BOISI 4 KEY DRIVERS OF GROWTH > UNPARALLELED CLIENT BASE > LEADING GLOBAL > PEOPLE & > EXTENDS COMPETITIVE CAPABILITIES TECHNOLOGY ADVANTAGE > PRODUCT LEADERSHIP IN GROWTH MARKETS 1 5 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 2 6 COMPLEMENTARY STRENGTHS: CLIENT BASE > PRELIMINARY OVERLAP OF PRIMARY INVESTMENT BANKING CLIENTS: GENERAL INDUSTRIES 12% FINANCIAL INSTITUTIONS 10% TMT 9%
> WHERE OVERLAP, OFTEN DIFFERENT FOCUS 3 7 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 & x U.S. ASSET MANAGEMENT LEVERAGED FINANCE x LABMORGAN x EUROPEAN & ASIAN ASSET MANAGEMENT x CHASE.COM x OPERATING SERVICES 4 8 COMPLEMENTARY STRENGTHS: PRODUCTS
PRO FORMA PRODUCT REVENUE CONTRIBUTION(1) - ------------------------------------------------------- EQUITY DERIVATIVES 90% J.P. MORGAN SYNDICATION 80% CHASE CREDIT DERIVATIVES 80% J.P. MORGAN COMMODITY DERIVATIVES 80% CHASE FUTURES/OPTIONS DERIVATIVES 100% J.P. MORGAN
(1) BASED ON SEPTEMBER 2000 YTD NUMBERS. 5 9 COMPLEMENTARY STRENGTHS: GEOGRAPHY OVER 100 LOCATIONS WORLDWIDE [MAP OF LOCATIONS WORLDWIDE, SHOWING J.P. MORGAN LOCATIONS, CHASE LOCATIONS AND J.P. MORGAN AND CHASE COMMON LOCATIONS] 6 10 THE NEW COMPETITIVE MODEL SERVING THE SPECTRUM OF CLIENTS NEEDS GLOBALLY ______________ TRUSTED ADVICE MARKET INFORMATION ______________________________________________________________________________ | | |Corporate Issuers | |----------------- | | | | --------- | |Strategic > Credit > Debt > Equity > Risk > Private > | Wealth | | |Advice Mgmt. Equity | Mgmt. | | | --------- | | | | | | OPERATING SERVICES: Cash Mgmt., Trustee, Custody | | | | | |Investors/Dealers | |----------------- | | --------- | | Research > Structuring > Sales & Trading > |Analytics| | | --------- | ______________________________________________________________________________ DISTRIBUTION POWER 7 11 PRODUCT LEADERSHIP IN GROWTH SECTORS ADVISORY & CAPITAL RAISING - 9 MONTHS PRO FORMA
RANKED BY RANKED BY $VOLUME # OF DEALS ------- ---------- SYNDICATED LOANS GLOBAL #1 U.S. #1 BONDS INV. GRADE GLOBAL #4 INV. GRADE U.S. #2 HIGH YIELD GLOBAL #5 HIGH YIELD U.S. #5 ADVISORY GLOBAL #4 #1 U.S. #4 #2 EUROPE #4 #1 EURO. CROSS-BORDER #5 #1 EQUITY GLOBAL OFFERINGS #7 #6 U.S. OFFERINGS #6 #7 U.S. IPOS #9 #5
8 12 STRONG PRESENCE IN EQUITY RESEARCH GLOBAL EQUITY RESEARCH
# OF RESEARCH # OF COMPANIES PROFESSIONALS COVERED =================================================================================== MERRILL LYNCH 600 3,600 - ----------------------------------------------------------------------------------- J.P. MORGAN/CHASE* 493 5,238 =================================================================================== DEUTSCHE BANK ALEX BROWN 447 2,500 CSFB/DLJ 418 4,000 SALOMON SMITH BARNEY 325 2,800 GOLDMAN SACHS 259 2,000 MORGAN STANLEY DEAN WITTER 254 2,020 LEHMAN BROTHERS 127 1,400 ROBERTSON STEPHENS 44 1,221
* PRO FORMA AS OF 10/15/00 9 13 POWERFUL GLOBAL DISTRIBUTION CAPABILITY - - 772 INSTITUTIONAL SALES PEOPLE COVERING 4,855 INSTITUTIONS (PRO FORMA AS OF 10/15/00) - - CHASE H&Q - LARGEST GLOBAL SALES ORGANIZATION FOCUSED EXCLUSIVELY ON THE "NEW ECONOMY" - - J.P. MORGAN - FOCUSED EXCLUSIVELY ON 400 LARGE, BEST-OF-CLASS INSTITUTIONS 10 14 AWARD WINNING RESEARCH - -------------------------------------------------------------------------------- [INSTITUTIONAL INVESTOR LOGO] - -------------------------------------------------------------------------------- 18 #1 RANKINGS: ALL-AMERICAN EQUITY RESEARCH ALL-EUROPE RESEARCH ALL-ASIA RESEARCH LATIN AMERICAN RESEARCH ALL-AMERICAN FIXED INCOME RESEARCH - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [GLOBAL INVESTOR LOGO] - -------------------------------------------------------------------------------- 9 #1 RANKINGS: ECONOMIC RESEARCH GOVERNMENT BOND RESEARCH FX SURVEY RESEARCH & ANALYSIS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [LATIN FINANCE LOGO] - -------------------------------------------------------------------------------- 6 #1 RANKINGS: DEBT RESEARCH TEAM COVERAGE QUANTITATIVE ANALYST - LATIN AMERICA 11 15 LEADERSHIP IN RISK MANAGEMENT PRODUCTS - -------------------------------------------------------------------------------- [RISK LOGO] #1 Rank Overall: [EMERGING MARKETS INVESTOR LOGO] [INSTITUTIONAL INVESTOR LOGO] Equity Derivatives [IFR LOGO] [GLOBAL INVESTOR LOGO] Credit Derivatives [EURO MONEY LOGO] [DERIVATIVES STRATEGY LOGO] Interest Rate Derivatives [ASIA RISK LOGO] Foreign Exchange - -------------------------------------------------------------------------------- 12 16 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
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 13 17 STRATEGY INTEGRATED DELIVERY MODEL - - PRODUCER/LEADER/MANAGER - - GLOBAL ORIENTATION - Functional capability (i.e. products) - Industry sector insight - - REGIONAL ORIENTATION - Client origination/coverage - Distribution - Risk management - - FLEXIBILITY REQUIRED TO ADDRESS IDIOSYNCRATIC DEVELOPMENT OF GEOGRAPHIC REGIONS 14 18 APPROACH FOUR DIMENSIONAL COVERAGE - - CLIENT SERVICE - Client team foundation - Target/prioritize/coordinated comprehensive coverage - - COMPREHENSIVE GEOGRAPHIC COVERAGE - Become integral part of business establishment and social fabric of community - Large Cap/growth company (seed company) - - PRODUCT FOCUS - Idea driven by staying on top of high value added innovations & trends - - INDUSTRY SPECIALIZATION - Participate in global flows - Capitalize on specialized terminology & valuation techniques 15 19 CLIENT SERVICE & RELATIONSHIP DEVELOPMENT CLIENT MANAGEMENT (Corporate) Client Team | WEALTH Client__ RESEARCH __Client STRATEGIC ADVICE MANAGEMENT Team Team (M&A) | Client Team CAPITAL MARKETS 16 20 PRODUCT FOCUS RESTRUCTURING GLOBAL SERVICES PENSION PRODUCTS LOAN PRODUCT * WEALTH MANAGEMENT Client ** Client MONEY MARKET * * PRIVATE EQUITY Team * * Team HIGH YIELD/ * RESEARCH * LEVERAGED FIN. REAL ESTATE Coverage * * Coverage * * * * * * * * * * HIGH GRADE DEBT Client Team Coverage M&A-RELATED EQUITY-RELATED COMMODITY/RATE PRODUCTS PRODUCTS DERIVATIVES 17 21 INDUSTRY CONCENTRATION CLIENT MANAGEMENT INDUSTRY LIAISONS - -------------------------------------------------------------------------------- TMT TECHNOLOGY E-COMMERCE MEDIA / ENTERTAINMENT TELECOM COMMUNICATION EQUIPMENT WEST REGION HEALTHCARE / PHARMACEUTICAL ----------------------- GENERAL INDUSTRIES RESEARCH ----------------------- FINANCIAL SPONSORS STRATEGIC ADVICE REAL ESTATE ----------------------- CONSUMER RETAIL DEBT CAPITAL MARKETS E - MW - S - W - CANADA > ----------------------- MIDDLE MARKET EQUITY CAPITAL MARKETS BASIC INDUSTRIALS ----------------------- CAPITAL RESOURCES REAL ESTATE CHEMICALS ----------------------- ENERGY PRIVATE EQUITY TRANSPORTATION ----------------------- NATURAL RESOURCES WEALTH MANAGEMENT ------------------------ FINANCIAL INSTITUTIONS BANKS INSURANCE SPECIALTY FINANCE GOVERNMENTS & CENTRAL BANKS - -------------------------------------------------------------------------------- 18 22 BUSINESS BUILDING BLOCKS Geographic Coverage AMERICAS NORTH SOUTH MID WEST FAR WEST CANADA LATIN AMERICA INTERNATIONAL EUROPE ASIA JAPAN EMERGING MKTS 19 23 INVESTMENT BANK - PRO FORMA FINANCIALS
2000* REVENUE $20 BILLION EXPENSES $13 BILLION PRE-TAX PROFITS $ 7 BILLION HEADCOUNT 41,000
* EIGHT MONTHS ANNUALIZED. 20 24 REVENUES ARE WELL DIVERSIFIED BY PRODUCT INVESTMENT BANK REVENUE MIX
J.P. MORGAN CHASE J.P. MORGAN/CHASE M&A & EQUITIES 43% 21% 30% CREDIT & RATES 46% 45% 45% OPERATING SERVICES 0% 27% 17% OTHER 11% 7% 8% TOTAL 100% 100% 100%
21 25 REVENUES ARE WELL DIVERSIFIED BY GEOGRAPHY Pro Forma Net Revenues (1999) [PERCENTAGE OF REVENUE BAR CHART]
International Domestic JP Morgan & Co. 48% 52% Goldman Sachs 36% 64% Merrill Lynch 35% 65% Morgan Stanley 25% 75%
[PERCENTAGE OF REVENUE BY GEOGRAPHY PIE CHART] Domestic 52% Europe ME & Africa 29% Asia-Pacific 12% Latin America 6% Other 1%
22 26 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 23 27 EXECUTION AT A FAST PACE IS ON TRACK - - Framework for managing the integration in place - - Uniform tracking tools designed to measure synergies - - Major U.S. regulatory applications filed - - Systems and real estate inventories under way - - 250 top jobs at Investment Bank named - - Corporate staff announcement in process - - Strong cultural fit 24 28 ACCRETIVE TO EPS AS SYNERGIES REALIZED J.P. Morgan fully diluted shares 186 million Exchange 3.7x ------------- Chase Shares Issued 688 million Chase 2001 consensus EPS(1) $ 4.45 Required earnings from J.P. Morgan $ 3.1 billion J.P. Morgan 2001 consensus earnings(1) 2.2 billion ------------- Required break even synergies $ 0.9 billion Baseline Synergies (after-tax) $ 1.2 billion
(1) As published by First Call (9/00). J.P. Morgan 2001 consensus estimate of $12.06 per share. For analytical purposes only. Does not constitute endorsement of, or concurrence with, any of the estimates by J.P. Morgan or Chase 25 29 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 26 30 THE CASE FOR HIGHER VALUATION - HIGHER GROWTH - LEADERSHIP DRIVES HIGHER RETURNS - GREATER DIVERSIFICATION/RISK REDUCTION - FREE CASH FLOW GENERATION - COMPLETES THE PLATFORM 27 31 - -------------------------------------------------------------------------------- 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. 28 -----END PRIVACY-ENHANCED MESSAGE-----