-----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, SVJBcQs1QzH6oa61RjsjG9HCPghCRtIho4qnjOrj+nxXvgwbE5TIFq+lB0ceTSM2 l5Evj1/lEbUHEqCBuK7pvw== 0000950103-00-001316.txt : 20001204 0000950103-00-001316.hdr.sgml : 20001204 ACCESSION NUMBER: 0000950103-00-001316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P & CO INC CENTRAL INDEX KEY: 0000068100 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132625764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05885 FILM NUMBER: 781936 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 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 1, 2000 Commission file number 1-5885 ---------------- ------ J.P. MORGAN & CO. INCORPORATED (Exact name of registrant as specified in its charter) Delaware 13-2625764 - ---------------------------- ------------------ (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 60 Wall Street, New York, New York 10260-0060 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (212) 483-2323 -------------- Item 5. Other Events On November 30, 2000, The Chase Manhattan Corporation and J.P. Morgan & Co. Incorporated announced the Board of Directors of J.P. Morgan Chase & Co., effective upon the consummation of the merger between Chase and J.P. Morgan. Attached as an exhibit is a copy of the press release with respect to the foregoing. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits The following exhibit is filed with this report. Exhibit Number Description - -------------- ----------- 99.1 Press Release 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. J.P. MORGAN & CO. INCORPORATED (Registrant) /s/ James Berry ------------------------------- Dated: December 1, 2000 James Berry Assistant Secretary 3 EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 Investor Contacts: John Borden 212-270-7318 Press Contacts: 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 * 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 * 4 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. # # # # -----END PRIVACY-ENHANCED MESSAGE-----