-----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, WUI0pLzs2zh81NpMsctN901H6vdmQeI5XAnzsDPy8kTX/S+ug+xH24xDU30tEHEE lizHWR0ClbQk/Yo8qhtSRQ== /in/edgar/work/0000950103-00-001217/0000950103-00-001217.txt : 20001107 0000950103-00-001217.hdr.sgml : 20001107 ACCESSION NUMBER: 0000950103-00-001217 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001106 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: 753901 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 6, 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 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 6, 2000 by Dina Dublon, Chief Financial Officer of The Chase Manhattan Corporation, at the Finance Managers Meeting in London, England.] FINANCE MANAGERS MEETING NOVEMBER 6, 2000 LONDON, ENGLAND DINA DUBLON, CHIEF FINANCIAL OFFICER CHASE MANHATTAN CORPORATION [JP MORGAN LOGO][CHASE LOGO] MEETS THE CRITERIA FOR SUCCESSFUL MERGERS - ----------------------------------------- > STRATEGIC FIT > Experience drives execution and integration > Financially beneficial KEY DRIVERS OF GROWTH - --------------------- > UNPARALLELED CLIENT BASE PEOPLE EXTENDS > LEADING GLOBAL CAPABILITIES > & > COMPETITIVE TECHNOLOGY ADVANTAGE > PRODUCT LEADERSHIP IN GROWTH MARKETS
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 ------------
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 COMPLEMENTARY STRENGTHS: CLIENT BASE - ------------------------------------ > Preliminary overlap of primary Investment Banking clients:
General Industries 12% Financial Institutions 10% TMT 9%
> Where overlap, often different focus 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
PRODUCT LEADERSHIP IN GROWTH MARKETS - ------------------------------------
1995-1999 COMPOUND MARKET 1999 MARKET SIZE ANNUAL GROWTH - ------ ---------------- ------------- Derivatives - OTC $88 trillion 35% Global FX market turnover 574 trillion 26 Global corporate debt issuance 3 trillion 22 Global syndicated finance 1.8 trillion 10 Global equity issuance 467 billion 25 Global M&A 3.4 trillion 40 European M&A 1.5 trillion 50 European capital markets issuance 1.3 trillion 31 Emerging markets debt trading(1) 2.2 trillion 17 Private pension fund assets 5.6 trillion 13 Mutual fund assets (U.S.) 6.8 trillion 25 Private equity investments 182 billion 50 Affluent households (U.S.) 7.1 million 19
Notes: Sources: Various (1) 1992-1999 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 PRODUCT LEADERSHIP IN GROWTH SECTORS - ------------------------------------ ADVISORY & CAPITAL RAISING - 9 MONTHS PRO FORMA
RANKED BY RANKED BY $VOLUME # OF DEALS SYNDICATED LOANS Global #1 U.S. #1 BONDS Inv. Grade Global #4 Inv. Grade U.S. #2 High Yield Global #5 High Yield U.S. #5 ADVISORY Global #4 #1 U.S. #4 #2 Europe #4 #1 Euro. Cross-Border #5 #1 EQUITY Global Offerings #7 #6 U.S. Offerings #6 #7 U.S. IPOs #9 #5
PRODUCT LEADERSHIP IN GROWTH MARKETS - ------------------------------------ AWARDS AND RANKINGS IN RISK MANAGEMENT
J.P. MORGAN CHASE ----------- ----- Derivatives House of the Year(1) #1 FX Bank Overall(4) #1 Credit Derivatives(2) #1 Interbank Market-Making in London(3) #1 Complex Risk Management Strategies(3) Top House Currency Products Overall(5) #1 Overall Risk Management(3) Best Overall Derivatives Dealer(6)
Sources: (1) IFR, Corporate Finance (4) Global Investor (2) Institutional Investor (5) Risk (3) Euromoney (6) Derivatives Strategy A LEADER IN WEALTH MANAGEMENT - ----------------------------- ASSETS UNDER MANAGEMENT AS OF 12/31/99(1) -----------------------------------------
RANK US INSTITUTIONS AUM ($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 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 MEETS THE CRITERIA FOR SUCCESSFUL MERGERS - ----------------------------------------- > Strategic fit > EXPERIENCE DRIVES EXECUTION AND INTEGRATION > Financially beneficial 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 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 MEETS THE CRITERIA FOR SUCCESSFUL MERGERS - ----------------------------------------- > Strategic fit > Experience drives execution and integration > FINANCIALLY BENEFICIAL 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 Note: (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 SYNERGIES DRIVE PROFITABILITY AND GROWTH - ---------------------------------------- > Incremental revenue of $1 billion - net $400 million after incremental expenses > Savings of $1.5 billion - 11% of total relevant combined expenses - Fully in place by end of year 2 - Business by business review under way PRO FORMA LINE OF BUSINESS RESULTS - ---------------------------------- ($ IN BILLIONS)
LTM PRO FORMA(1) ---------------- AFTER-TAX REVENUES CASH EARNINGS -------- ------------- Investment Banking $16.6 $4.0 WELL BALANCED Wealth Management 4.0 0.6 > Private Equity 2.6 1.4 HIGHER GROWTH Operating Services 3.4 0.6 National Consumer Svcs. 9.9 1.8
Note: (1) Last twelve months (LTM) ending September 30, 2000; pro forma, including Robert Fleming PRO FORMA J.P. MORGAN CHASE & CO. (WHOLESALE BANKING) - ----------------------------------------------------- ($ 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 The case for higher valuation > Higher growth > Leadership drives higher returns > Greater diversification/risk reduction > Free cash flow generation > Completes the platform 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 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. -----END PRIVACY-ENHANCED MESSAGE-----