-----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, CrnZ6eURfr7LIWzYbYQLUNT7vk+p8GYA7UImF5ynLKcAcTdiK+CNH3uOBlxmQ+Ei thqej/pL3bDt0oYeftASRA== 0000950123-98-004568.txt : 19980507 0000950123-98-004568.hdr.sgml : 19980507 ACCESSION NUMBER: 0000950123-98-004568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980505 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980506 SROS: NYSE 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: 98611568 BUSINESS ADDRESS: STREET 1: 60 WALL ST CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2124832323 MAIL ADDRESS: STREET 1: P O BOX 271 STREET 2: C/O WILLIAM D HALL CITY: WILMINGTON STATE: DE ZIP: 19899 8-K 1 J.P. MORGAN & CO. INCORPORATED 1 1 =========================================================================== 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 (Date of earliest event reported) May 5, 1998 J.P. MORGAN & CO. INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 1-5885 13-2625764 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) 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 ----------------------------------------------------------------- (Former name or former address, if changed since last report) =========================================================================== 2 2 ITEM 5. OTHER EVENTS On May 5, 1998, the Registrant issued a press release announcing that they had a briefing on such date in New York for institutional investors and securities analysts. At such meeting, executives of J.P. Morgan & Co. Incorporated discussed the firm's strategy and several key business initiatives. A copy of such press release is filed herein as exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements NONE. (b) Pro Forma Financial Information NONE. (c) Exhibits 12. Statement re computation of ratios - three months ended March 31, 1998. 99. Copy of press release of J.P. Morgan & Co. Incorporated dated May 5, 1998. 3 3 SIGNATURES 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/ Grace B. Vogel ---------------------------- NAME: Grace B. Vogel TITLE: Chief Accounting Officer DATE: May 5, 1998 EX-12 2 STATEMENT RE COMPUTATION OF RATIOS 1 1 EXHIBIT 12 Computation of Ratio of Earnings to Fixed Charges J.P. Morgan & Co. Incorporated Consolidated
Three months Dollars in millions 1998 - -------------------------------------------------------------------------------- Earnings: Net income $237 Add: income taxes 128 Less: equity in undistributed income of all affiliates accounted for by the equity method 1 Add: fixed charges, excluding interest on deposits 2 155 - -------------------------------------------------------------------------------- Earnings available for fixed charges, excluding interest on deposits 2 519 Add: interest on deposits 790 - -------------------------------------------------------------------------------- Earnings available for fixed charges, including interest on deposits 3 309 - -------------------------------------------------------------------------------- Fixed charges: Interest expense, excluding interest on deposits 2 136 Interest factor in net rental expense 19 - -------------------------------------------------------------------------------- Total fixed charges, excluding interest on deposits 2 155 Add: interest on deposits 790 - -------------------------------------------------------------------------------- Total fixed charges, including interest on deposits 2 945 - -------------------------------------------------------------------------------- Ratio of earnings to fixed charges: Excluding interest on deposits 1.17(a) Including interest on deposits 1.12(a) - --------------------------------------------------------------------------------
(a) For the three months ended March 31, 1998, the ratio of earnings to fixed charges, excluding the after tax charge of $129 million ($215 million before tax) related to restructuring of business activities, was 1.23 excluding interest on deposits and 1.17 including interest on deposits. 2 2 EXHIBIT 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends J.P. Morgan & Co. Incorporated Consolidated
Three Months Dollars in millions 1998 - -------------------------------------------------------------------------------- Earnings: Net income $237 Add: income taxes 128 Less: equity in undistributed income of all affiliates accounted for by the equity method 1 Add: fixed charges, excluding interest on deposits and preferred stock dividends 2 155 - -------------------------------------------------------------------------------- Earnings available for fixed charges, excluding interest on deposits 2 519 Add: interest on deposits 790 - -------------------------------------------------------------------------------- Earnings available for fixed charges, including interest on deposits 3 309 - -------------------------------------------------------------------------------- Fixed charges: Interest expense, excluding interest on deposits 2 136 Interest factor in net rental expense 19 Preferred stock dividends 14 - -------------------------------------------------------------------------------- Total fixed charges, excluding interest on deposits 2 169 Add: interest on deposits 790 - -------------------------------------------------------------------------------- Total fixed charges, including interest on deposits 2 959 - -------------------------------------------------------------------------------- Ratio of earnings to fixed charges: Excluding interest on deposits 1.16(a) Including interest on deposits 1.12(a) - --------------------------------------------------------------------------------
(a) For the three months ended March 31, 1998, the ratio of earnings to combined fixed charges and preferred stock dividends, excluding the after tax charge of $129 million ($215 million before tax) related to restructuring of business activities, was 1.22 excluding interest on deposits and 1.16 including interest on deposits. EX-99 3 COPY OF PRESS RELEASE 1 May 5, 1998 J.P. Morgan briefs investors and analysts on strategy and performance At a briefing today in New York for institutional investors and securities analysts, executives of J.P. Morgan & Co. Incorporated discussed the firm's strategy for generating superior long-term returns for stockholders. Morgan's chairman, Douglas A. Warner III, hosted the meeting, which focused on several key business initiatives: - - Peter Hancock, head of Fixed Income, outlined Morgan's integration of lending and fixed income activities and the significant potential to increase the firm's return on equity through transformation of its credit business. With its leading credit, distribution, derivatives, and securitization skills, he said, Morgan is well positioned to assist clients in accessing credit in new ways as rapid changes in the global capital and credit markets gather momentum. He described significant opportunities to increase revenues; to reduce by an estimated $1.5 billion over the next two years the capital employed in credit activities; and to redeploy capital for higher returns. - - Clayton Rose, head of the firm's Equities group, gave an update on J.P. Morgan's rapidly growing equities business. Morgan is ranked fifth among lead underwriters of equity issues in the United States in 1998 to date. The firm has more than recouped its $1.8 billion investment in building its equities capabilities since the early 1990s, Rose said, with roughly 80% of the investment completed. Gains in market share and operating leverage are expected to continue to improve margins, with revenues estimated to grow 25% annually over the next several years and costs to rise at less than half that rate. - - Ramon de Oliveira, head of Morgan's Asset Management Services group, reviewed the firm's global institutional investment management franchise, its operating plan to expand margins, and its strategic plan to increase assets under management. He estimated 15% to 20% annual growth in assets under management (excluding market appreciation) over the next three years from the year-end level of $257 billion, with expenses rising at 5% to 7% over the same period. Morgan had completed a two-year investment program to strengthen its investment platform, he said, highlighting the firm's business partnership with American 2 Century Companies and the early success of efforts to jointly market highly competitive defined- contribution pension plan services. He noted recent innovative mutual fund alliances with Deka in Germany and Banques Populaires in France and said that similar alliances are being actively explored in Japan and other markets of strategic importance. Morgan is consistently ranked among the top managers of equity, bond, and international assets for institutions, with a competitive position based on consistent, disciplined investment philosophy and superior investment performance. - - Tony Mayer, chief financial officer, discussed Morgan's plans to improve the firm's productivity through specific cost-control initiatives. The objective, he said, is to identify $300 million to $500 million of savings annually in 1998 and 1999 (including the $250 million announced in this year's first quarter) to fund business growth, and to improve the firm's efficiency ratio (the ratio of expenses to revenues) from 71% currently to the mid-sixties range. Warner summed up with remarks on the firm's strategic positioning in a time of industry change. "Our fundamental strategy has not changed: to be our clients' number one provider of sophisticated financial services. Our momentum is excellent. We are now at a point in our evolution where we are markedly shifting our mindset - from a drive for strategic transformation to an uncompromising drive for superior performance. We're out to capture the rewards of leadership." J.P. Morgan is a leading global financial firm that meets critical financial needs for business enterprises, governments, and individuals. The firm advises on corporate strategy and structure, raises capital, makes markets in financial instruments, and manages investment assets. Morgan also commits its own capital to promising enterprises and invests and trades to capture market opportunities. # # # Estimates or targets may differ from actual results and are subject to risks and uncertainties, as discussed in J.P. Morgan's 1997 Annual Report filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----