8-K

 

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549         Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report:  December 14, 2000	Commission file number  1-5885

J.P. MORGAN & CO. INCORPORATED (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	13-2625764 (IRS Employer Identification No.)
60 Wall Street, New York, New York (Address of principal executive offices	10260-0060 (Zip Code)
(Registrant's telephone number, including area code)  (212) 483-2323

 
 
 

Item 5.  Other Events           On December 13, 2000, the Board of Directors of J.P. Morgan & Co. Incorporated ("J.P. Morgan") declared a conditional quarterly dividend on J.P. Morgan's common stock. The J.P. Morgan Board also declared regular quarterly dividends on J.P. Morgan's Adjustable Rate Cumulative Preferred Stock, Series A and its Cumulative Preferred Stock, Series H. Copies of press releases relating to the foregoing are attached as exhibits 99.1 and 99.2 hereto.           On December 14, 2000, J.P. Morgan and The Chase Manhattan Corporation ("Chase") issued a joint press release containing guidance on lower fourth quarter 2000 earnings for both companies and an update on the progress of their merger integration efforts. A copy of this press release is attached as exhibit 99.3 hereto.            The attached press releases may contain 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 J.P. Morgan's and Chase's managements 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 failure of Chase and J.P. Morgan shareholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the revenue synergies and cost savings anticipated 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 in the loss of key employees or may adversely affect relationships with employees, clients or suppliers; the inability to obtain governmental approvals of the merger on the proposed schedule or that adverse regulatory conditions will be imposed in connection with a regulatory approval of the merger; the risks of adverse movements or volatility in the securities markets or in interest or foreign exchange rates or indices; the risk of adverse impacts from an economic downturn; the risk of a downturn in domestic or foreign securities and trading conditions or markets; the risks associated with increased competition; the risks associated with unfavorable political and diplomatic developments in foreign markets or adverse changes in domestic or foreign governmental or regulatory policies; 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, filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov) and in the joint proxy statement-prospectus contained in J.P. Morgan's Definitive Proxy Statement on Schedule 14A and in Chase's Registration Statement on Form S-4, each of which has been filed with the SEC.
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits The following exhibits are filed with this report.
Exhibit Number	Description
99.1 99.2 99.3	Press Release (conditional common stock dividend) Press Release (preferred stock dividend) Press Release (earnings guidance/merger update)
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 hereto duly authorized.
	J.P. MORGAN & CO. INCORPORATED (Registrant)
Date: December 14, 2000	/s/ James C.P. Berry James C.P. Berry Assistant Secretary
EXHIBIT INDEX
Exhibit Number	Description
99.1 99.2 99.3	Press Release (conditional common stock dividend) Press Release (preferred stock dividend) Press Release (earnings guidance/merger update)

EX-99.1

                                                                    EXHIBIT 99.1

JPMorgan [GRAPHIC OMITTED]                               [GRAPHIC OMITTED] CHASE

News Release


For Immediate Release           Investor Contacts: John Borden, 212-270-7318
                                                   Ann Patton, 212-648-9445

                                Media Contacts:    Joe Evangelisti, 212-648-9589
                                                   Jon Diat, 212-270-5089


         J.P. Morgan and Chase Announce Quarterly Common Stock Dividend

New York, December 13, 2000 -J.P. Morgan & Co. Incorporated (NYSE: JPM) and The
Chase Manhattan Corporation (NYSE: CMB) today announced that they are
coordinating their dividend declarations and related record and payment dates
for the fourth quarter of 2000 so that their stockholders will not receive two
dividends, or fail to receive one dividend, for the fourth quarter of 2000 as a
result of their planned merger.

J.P. Morgan and Chase currently anticipate that their merger will close on
December 31, 2000. The closing is subject to shareholder approval at meetings
scheduled for December 22, 2000 and to receipt of regulatory approvals.

J.P. Morgan's Board of Directors today declared a quarterly dividend of $1.00
per share on J.P. Morgan common stock for the quarter ending December 31, 2000,
which dividend will be paid only if the proposed merger with Chase does not
occur on December 31. If the dividend becomes payable, payment will be made on
January 31, 2001, to stockholders of record at the close of business on January
5, 2001.

With today's actions, J.P. Morgan has aligned its dividend schedule with
Chase's. Chase expects to pay a fourth quarter 2000 dividend on January 31,
2001 to common stockholders of record at the close of business on January 5,
2001 in the amount of $0.32 per share.

If the merger with Chase closes on December 31, 2000, J.P. Morgan will be
merged into Chase and J.P. Morgan shareholders will automatically become
shareholders of the new J.P. Morgan Chase & Co. at the effective time of the
merger. This will entitle them to receive 3.7 shares of Chase common stock for
every J.P. Morgan share held, and to receive Chase's 2000 fourth quarter
dividend. Thus former J.P. Morgan shareholders would receive, for the fourth
quarter of 2000, a dividend which would equate to $1.18 for each share of J.P.
Morgan common stock.





If the merger with Chase is not effected on December 31, 2000, then J.P. Morgan
will pay its customary dividend of $1.00 per share on January 31, 2001 to its
shareholders of record as of the close of business on January 5, 2001.

J. P. Morgan shareholders who hold their shares in certificated form are
reminded that they must surrender their J. P. Morgan certificates for exchange
into J.P. Morgan Chase & Co. shares before they can receive dividends from J.P.
Morgan Chase & Co. Upon completion of the merger, cash will be paid instead of
fractional shares, and dividends will be paid on whole shares only. The
exchange agent will send transmittal instructions and letters of transmittal to
J.P. Morgan shareholders promptly after the merger is consummated.

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 and J.P.
Morgan has filed a Definitive Proxy Statement on Schedule 14A with the SEC that
also contains the joint proxy statement-prospectus. 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 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).


                                     # # #

EX-99.2

                                                                    EXHIBIT 99.2

JPMorgan [GRAPHIC OMITTED]

News Release

         J.P. Morgan Announces Quarterly Dividend for Preferred Shares

NEW YORK, December 13, 2000-The Board of Directors of J.P. Morgan & Co.
Incorporated today declared a regular quarterly dividend on the Adjustable Rate
Cumulative Preferred Stock, Series A (NYSE: JPM Pr A) at the rate of 5.00% per
annum and in the amount of $1.25 per share for the quarter ending December 1,
2000, payable on December 29, 2000, to stockholders of record at the close of
business on December 26, 2000.

A dividend was also declared on the Cumulative Preferred Stock, Series H (NYSE:
JPM Pr H) at the rate of 6.625% per annum and in the amount of $8.28125 (or the
equivalent of $0.828125 per depositary share) for the quarter ending December
31, 2000, payable on December 29, 2000, to stockholders of record at the close
of business on December 26, 2000.

Contact:

     J.P. Morgan & Co. Incorporated Press contact:
     Joe Evangelisti   212-648-9589

EX-99.3

                                                                    EXHIBIT 99.3

For Immediate Release          Investor Contacts: John Borden, 212-270-7318
                                                  Ann Patton, 212-648-9446

                               Media Contacts:    Joe Evangelisti, 212-648-9589
                                                  Jon Diat, 212-270-5089

             CHASE AND J.P. MORGAN PROVIDE GUIDANCE ON LOWER FOURTH
                 QUARTER EARNINGS AND UPDATE PROGRESS OF MERGER
                                   INTEGRATION

     New York, December 14 - The Chase Manhattan Corporation (NYSE: CMB) and
J.P. Morgan & Co. Incorporated (NYSE: JPM) today provided guidance on lower
fourth quarter earnings for both companies and an update on the progress of
their merger integration efforts.

Fourth Quarter Earnings Guidance
Earnings for both Chase and J.P. Morgan for the fourth quarter of 2000 are
expected to be substantially lower than this year's third quarter results and
current analysts' estimates. A difficult capital markets environment, coupled
with higher expenses, is expected to reduce earnings for both firms in the
fourth quarter. Despite deterioration in the external credit environment, the
credit portfolios of Chase and J.P. Morgan are performing relatively well. The
companies plan to issue a joint fourth quarter earnings press release on January
17.

o    Total trading revenues for both firms are expected to be down from last
     year's fourth quarter and the third quarter of 2000 primarily due to a
     challenging market environment, including low volatility in currency
     markets, wider credit spreads and a decline in customer volumes. In
     contrast, combined investment banking revenues are expected to increase
     modestly when compared to the third quarter of 2000.

o    Private equity is experiencing mark-to-market losses in the fourth quarter
     on public securities held by Chase Capital Partners. As of today, CCP has a
     mark-to-market loss of in excess of $300 million in the carrying value of
     the publicly traded portion of its portfolio. Cash realized gains are
     expected to be significantly lower than in the third quarter of 2000.

o    Cash expenses for both firms will be higher than in the third quarter,
     primarily as a result of the inclusion of an additional month of expenses
     related to Flemings, a normal seasonal pattern of expense growth, and
     competitive pressures on compensation. Management is targeting that
     expenses for 2001 will be flat on a year-over-year basis (proforma
     including Flemings for full year 2000).

o    Credit risk measures for both firms remain stable. Non-performing assets
     are not expected to increase materially in the fourth quarter. The
     provision for credit losses will increase somewhat due to higher commercial
     charge-offs.

o    In the fourth quarter of 2000, special items at Chase will include an $870
     million (pre-tax) gain on the sale of its Hong Kong-based retail banking
     business, and special items at J.P. Morgan will include a $400 million
     (pre-tax) gain upon the termination of its operating agreement with
     Euroclear.

In a joint statement, Douglas A. Warner III, Chairman of the Board and Chief
Executive Officer of J.P. Morgan, and William H. Harrison, Jr., Chairman and
Chief Executive Officer of Chase, said: "The current market environment has
clearly put pressure on revenues and will lead to lower than expected results
for the quarter. At the same time, our merger integration process is both ahead
of schedule and working extremely well, and credit and market risk measures
remain stable. As proven by the overwhelmingly positive client response, we feel
stronger than ever about the value that will be produced by the merger."

Merger Integration Update
The Federal Reserve Board approved the merger on December 11. Shareholder
meetings to approve the transaction will be held on December 22, and a year-end
closing is anticipated. The following progress has been made during the fourth
quarter:

o    Management has increased its estimate of merger synergies from
     approximately $1.9 billion (pre-tax) to approximately $3 billion (pre-tax).
     The current estimates are composed of approximately $2 billion of expense
     savings and approximately $2 billion of incremental revenues less
     approximately $1 billion of associated expenses. One third of the synergies
     are anticipated to be achieved by the end of 2001, with the remainder
     anticipated to be achieved by the end of the 2002. Revenue estimates assume
     a return to more normal market conditions.

o    Management expects balance sheet synergies to be realized over the first
     year of the merger to lead to a reduction in nominal assets of
     approximately $35 billion, or $8 billion in risk-weighted assets, for the
     new company as compared to what they would have been for the two companies
     separately. This would create in excess of $600 million of free capital.

o    Management has increased from $2.8 billion (pre-tax) to $3.2 billion
     (pre-tax) its estimate of one-time costs expected to be incurred in
     connection with the merger. Management anticipates that the company will
     take a charge of approximately $1.2 billion at the closing of the
     transaction and that the balance of the one-time costs will be expensed
     over the two years following the closing. Nearly 50 percent of the merger
     expenses will be related to employee severance and compensation costs,
     while the remainder are expected to be related primarily to technology,
     systems-integration and facilities costs. Management expects 5,000 job
     eliminations as a result of merger integration.

o    Approximately 1,000 key management positions have been decided thus far.
     Progress on merger integration continues at a rapid pace. Virtually all
     systems decisions have been made and key facilities choices in New York,
     London and other major locations have been made.

o    Client reaction to the proposed merger continues to be favorable as
     demonstrated by:

     o    From September 13, the date the merger was announced, through December
          13, the new firm would rank number two globally, on a proforma basis,
          in announced M&A advisory transactions (source: Thompson Financial).

     o    As part of joint marketing efforts requested by clients, J.P. Morgan
          and Chase have given 117 joint pitches and won 47 new mandates. These
          mandates are expected to lead to incremental revenues in excess of
          $200 million in 2001. An additional 144 joint pitches are in the
          works.

Chase and J.P. Morgan will hold a conference call for the investment community
today at 8:30 a.m. (EST) to discuss fourth quarter earnings and to provide an
update on the merger. A live audio webcast of the call will be available at 8:30
a.m. through the investor relations sites of www.chase.com and www.jpmorgan.com.
In addition, persons interested in listening to the call by telephone may dial
in at (973) 321-1040.

     Chase can be reached on the Web at www.chase.com and J.P. Morgan's web
address is www.jpmorgan.com.

                              ---------------------

         This press release 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 J.P. Morgan's
and Chase's managements 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 failure of Chase and J.P. Morgan
shareholders to approve the merger; the risk that the businesses will not be
integrated successfully; the risk that the revenue synergies and cost savings
anticipated 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 in the loss of key employees or may adversely
affect relationships with employees, clients or suppliers; the inability to
obtain governmental approvals of the merger on the proposed schedule or that
adverse regulatory conditions will be imposed in connection with a regulatory
approval of the merger; the risks of adverse movements or volatility in the
securities markets or in interest or foreign exchange rates or indices; the risk
of adverse impacts from an economic downturn; the risk of a downturn in domestic
or foreign securities and trading conditions or markets; the risks associated
with increased competition; the risks associated with unfavorable political and
diplomatic developments in foreign markets or adverse changes in domestic or
foreign governmental or regulatory policies; 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 of Form S-4 with the Securities and Exchange Commission
containing a joint proxy statement-prospectus with regard to the proposed merge
and J.P. Morgan has filed a Definitive Proxy Statement on Schedule 14A with the
SEC that also contains the joint proxy statement-prospectus. 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 can also be obtained, without charge, by directing a
request to The Chase Manhattan Corporation, 270 Park Avenue, New York, NY,
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).

                                     # # # #