-----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, VoINI/Dw+LKtw5ntykRdc3Bxia3fHkdMdPhBbOSm1oVlY4FJdrVtxZ8zicZsdT7o Kqr2T2lkbSGZhF2VZrCaqQ== 0000950123-00-005295.txt : 20000522 0000950123-00-005295.hdr.sgml : 20000522 ACCESSION NUMBER: 0000950123-00-005295 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000424 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000519 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: 640424 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 J.P. MORGAN & CO. INCORPORATED 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) April 24, 2000 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 16, 2000, the Registrant issued a press release announcing the introduction of www.muniderivatives.com, a site that provides unparalleled access to information about municipal derivatives products and strategies as well as proprietary models and tools designed to help a user analyze market risk and develop customized derivatives-based solutions on-line. A copy of such press release is filed herein as Exhibit 99a. On May 11, 2000, the Registrant issued a press release announcing the creation of SynDirect(TM) Wireless, the world's first wireless communication platform for bond issuers and investors that will allow investors to check current pricing and express interest for bonds remotely. A copy of such press release is filed herein as Exhibit 99b. On April 26, 2000, the Registrant issued a press release announcing the introduction of www.morgancredit.com, a global credit risk trading web site. This site is the first to offer two-way (bid and offer) prices on credit derivatives with the ability to trade through a phone link to trading desks. A copy of such press release is filed herein as Exhibit 99c. On April 24, 2000, the Registrant issued a joint press release with Audible, Inc. announcing that daily research information from J.P. Morgan will soon be available for listening in digital audio format at www.audible.com/jpmorgan. A copy of such press release is filed herein as Exhibit 99d. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements NONE. (b) Pro Forma Financial Information NONE. (c) Exhibits 99a. Copy of press release of J.P. Morgan & Co. Incorporated dated May 16, 2000. 99b. Copy of press release of J.P. Morgan & Co. Incorporated dated May 11, 2000. 99c. Copy of press release of J.P. Morgan & Co. Incorporated dated April 26, 2000. 99d. Copy of press release of J.P. Morgan & Co. Incorporated dated April 24, 2000. 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: April 24, 2000 EX-99.A 2 PRESS RELEASE DATED MAY 16, 2000 1 J.P. Morgan & Co. Incorporated JPMORGAN 60 Wall Street, New York, NY 10260 NYSE symbol: JPM www.jpmorgan.com - -------------------------------------------------------------------------------- News release: Immediate May 16, 2000 J.P. Morgan launches first-of-kind derivatives web site for the municipals market Building on the firm's leading position in the global derivatives market, J.P. Morgan (NYSE: JPM) today launched www.muniderivatives.com. The site transforms the municipal derivatives market by providing unparalleled access to information about products and strategies as well as proprietary models and tools designed to help a user analyze market risk and develop customized derivatives-based solutions on-line. In multiple firsts for the industry, muniderivatives.com offers several customized, user-driven applications, including: - An interactive pricing model for tax-exempt and taxable risk management applications using live market rates; - An historical rates database of over 2,500 indices - including municipal data - that provides dynamic charting and downloading capabilities; and, - A unique "portfolio analyzer" that allows users to input data on a portfolio of existing or proposed debt and derivatives, and conduct stress test scenarios to understand their exposures to potential market events. The portfolio analyzer also produces comprehensive reports on an issuer's debt profile and debt service schedule, as well as a variety of cash flow analyses. "By offering information and tools to the municipal derivatives market, we are broadening accessibility to new market participants, increasing product and price transparency, and promoting the informed use of derivatives," said Ajay Nagpal, managing director and head of Morgan's Municipal Risk Management Desk. "We have created an on-line destination that offers unique tools, information, and product education for issuers, investors, broker-dealers, rating analysts, and other participants in the municipal market," said Matt Roggenburg, managing director and head of Public Finance Risk Management Marketing at Morgan. In addition to proprietary tools and applications, muniderivatives.com offers several compelling features designed to provide clients with information on risk management applications. The features include "plain English" descriptions of derivatives products and strategies; real-time access to market trends, commentary and data; and access to Morgan Markets, the central web portal for all of Morgan's global research publications and analytical tools. Muniderivatives.com is a password-protected site, and user-specific information is maintained on a secure server to ensure confidentiality. Access is offered free to new and existing clients. Prospective users should - -------------------------------------------------------------------------------- Press contact: New York Michael Golden (212) 648-3784 2 J.P. Morgan & Co. Incorporated News Release contact their principal Morgan representative for access, or the Municipal Risk Management Desk at (212) 648-2421. Certain proprietary applications on the site are reserved for use by those clients with demonstrated business relationships, or for specific clients developing a relationship with Morgan. "With today's launch of muniderivatives.com, J.P. Morgan continues its tradition of innovation in the global derivatives market," said Nagpal. "We plan to add several new features going forward, including expanded capabilities for the real time pricing model, live news feeds, and an after-trade transaction tracking system." J.P. Morgan's municipal derivatives desk is one of the largest and most prominent providers of risk management solutions to U.S. public-sector clients. In 1999, the firm was named Derivatives House of the Year by IFR Magazine, first in risk management by Euromoney, first in derivatives strategy and execution by Institutional Investor, and Best Derivatives Bank in North America by Global Finance. # # # Note to editors: Muniderivatives.com is one of several online derivatives initiatives launched in recent months by J.P. Morgan and LabMorgan, the firm's e-finance unit: - ARCORDIA: the world's first independent Internet-based derivatives management and settlement company that commercializes J.P. Morgan's derivatives mid-office expertise. Launched March 31. - CREDITEX: a platform for the on-line trading of credit derivatives. The platform supplies information on the over-the-counter credit derivatives market as well as transactional capabilities. Incorporated April 1999. - CYGNIFI: an independent derivatives services company offering products through the Internet and other e-commerce vehicles, including market and credit risk applications and portfolio stress testing. Announced February 1. - MORGANCREDIT.COM: first online site to offer two-way prices on credit derivatives with an ability to trade through a phone link. Launched April 26. - SWAPSWIRE: a network and protocol for online trading and negotiation of interest rate derivative transactions. Launched April 10. - VOLCENTER: a client portal in the foreign exchange and precious metals options markets that offers indicative spot rates, forward term structures, and volatility surfaces. Launched September 16, 1999. 3 J.P. Morgan & Co. Incorporated News Release J.P. Morgan & Co. Incorporated is a leading global financial services 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. The company's web address is www.jpmorgan.com. EX-99.B 3 PRESS RELASE DATED MAY 11, 2000 1 J.P. Morgan & Co. Incorporated JPMORGAN 60 Wall Street, New York, NY 10260 NYSE symbol: JPM www.jpmorgan.com - -------------------------------------------------------------------------------- News release: Immediate May 11, 2000 J.P. Morgan launches the SynDirect(TM) Wireless, the world's first mobile bond syndication tool Issuers and investors gain access to syndicate using Palm(TM) computers and WAP phones J.P. Morgan & Co., Incorporated (NYSE: JPM), a leading innovator in e-finance, today announced the creation of SynDirect(TM) Wireless, the world's first wireless communication platform for bond issuers and investors. This landmark innovation allows primary market issuers to track investors' interest for pending debt issues, and it allows investors to check current pricing and even express interest for bonds remotely - using a Palm(TM) VII Handheld Connected Organizer in the United States, or a WAP cellular telephone in Europe and Asia. Built as an enhancement to SynDirect, Morgan's successful Internet-based fixed income distribution system, the wireless feature was developed by a team of in-house technologists and consultants at Morgan during early 2000. The product offers secure, real-time information to clients, empowering them with critical data and the ability to travel away from their offices, wireline phones, and computers anytime their schedules dictate. "SynDirect Wireless offers issuers and investors immediate access to information throughout the book-building process, enabling them to follow an issue's progress regardless of where they are physically," said Dave Olsen, Morgan's head of electronic syndication. "Our proprietary wireless technology allows users to access our Internet-based SynDirect system in another way," said Joe Cook, Morgan's head of High Grade Financing for Europe. "We are really combining the best of Morgan's capabilities: financial markets leadership, technological innovation, and top client service." In addition to accessing issue-specific offering terms and comparables, SynDirect Wireless users will be able to monitor new-issue calendars. SynDirect Wireless follows other recent Morgan e-finance innovations in the fixed income market, including the January launch of MarketAxess, an independent company offering a comprehensive multi-dealer transaction platform; and - -------------------------------------------------------------------------------- Press contacts: Michael Golden New York 1-212-648-3784 Michael Webster London 44-207-325-4056 2 J.P. Morgan & Co. Incorporated News Release the firm's March launch of Securities.Hub with other major dealers, a company that hosts a series of online portals linking securities firms and dealers with institutional investors worldwide. # # # J.P. Morgan is a leading global firm that meets critical financial needs for business, governments, and individuals around the world. We advise on corporate strategy and structure, raise capital, make markets in financial instruments, and manage investment assets. More information about the firm can be found at www.jpmorgan.com. - -------------------------------------------------------------------------------- Press contacts: Christopher M. Molanphy 1-212-648-8213 Michael Webster 44-207-325-4056 EX-99.C 4 PRESS RELEASE DATED APRIL 26, 2000 1 J.P. Morgan & Co. Incorporated JPMORGAN 60 Wall Street, New York, NY 10260 NYSE symbol: JPM www.jpmorgan.com - -------------------------------------------------------------------------------- News release: Immediate April 26, 2000 J.P. Morgan Launches Global Credit Risk Trading Website Building upon the firm's leadership position in credit derivatives, J.P. Morgan (NYSE: JPM) today launched www.morgancredit.com. The site is the first to offer live two-way (bid and offer) credit derivative prices on hundreds of North American, European and Asian credits and the ability to trade these over telephone links to trading desks. In addition, the site will create the first transparent forward curve for credit risk by featuring two-way prices for three-, five-, seven- and ten-year maturities. This landmark initiative transforms the previously highly negotiated and information-deprived credit derivative market by providing liquidity and transparency on a 24-hour, real-time basis. The site also provides previously unavailable data on spot and historical credit swap spreads for individual credits, as well as credits sorted by industry and geography. Market commentary is updated by the firm's local credit derivative teams in London, Tokyo and New York, and there is a library of pertinent research, educational and reference material. "The internet provides gives us an extraordinary tool to promote liquidity and transparency in global credit markets," said Blythe Masters, Managing Director and Head of North American Structured Finance and Global Credit Derivatives Marketing. "This benefits dealers and end-users equally and is our primary and permanent objective." The site maintains an advantage over broker sites. Because J.P. Morgan is acting as principal, it eliminates the intermediary step of matching client trades, protecting client anonymity and significantly reducing the time to close a transaction. During the recent pre-launch pilot period, several transactions were initiated from the site's live pricing screen with clients from across Europe and the U.S. "The pilot was a great success," said Karin Norman, Vice President and Global Head of Structured Finance e-Commerce. "Committing to provide live prices will give the credit derivatives market new legitimacy. Pilot clients were thrilled with the speed and ease with which they were able to agree and document these transactions." - -------------------------------------------------------------------------------- Press contacts J.P. Morgan Kristin Lemkau Eileen Darko Peter McKillop New York London Tokyo (212) 648-9583 44-171-325-5755 81-3-5573-1224 lemkau_kristin@jpmorgan.com darko_eileen@jpmorgan.com mckillop_peter@jpmorgan.com
2 J.P. Morgan & Co. Incorporated News Release "Orbit is a revolutionary source of information, both actual and historic, in the credit derivatives market," said Reiner Gesellmann, Head of Credit Trading at Bayerische Landesbank, Munich. "It will contribute tremendously to the liquidity of the market. I see it as an indispensable tool for end-users of credit derivatives, equally important for traders and investors." J.P. Morgan has been a pioneer in the credit derivatives market and is a recognized market leader. In 1999, the bank was awarded Best Overall Credit Derivative's House by Institutional Investor magazine, Best Credit Derivatives Dealer by Derivatives Strategy Magazine, Best Credit Derivatives Pricing House by Euromoney magazine and ranked first overall in the readership's Credit Derivatives Awards by Risk magazine. The credit derivative-based synthetic securitization product they created known as BISTRO was awarded 1998 Breakthrough Structured Finance Deal of the Year by Investment Dealer's Digest and IFR magazine voted J.P. Morgan Credit Derivative House of the Year in 1998. The global credit derivatives market currently has an estimated outstanding notional amount of $1 trillion. J.P. Morgan has over 150 specialists working in its worldwide credit derivatives business. According to statistics published by the Office of the Comptroller of the Currency, in Q4, 1999, J.P. Morgan had an approximately 50% share of the $342 billion in outstanding notional amount held by reporting banks (U.S. domestic commercial banks and branches of foreign commercial banks in North America). J.P. Morgan is a leading global firm that meets critical financial needs for business, governments, and individuals around the world. We advise on corporate strategy and structure, raise capital, make markets in financial instruments, and manage investment assets. More information about J.P. Morgan can be found at http://www.jpmorgan.com/. EX-99.D 5 PRESS RELEASE DATED APRIL 24, 2000 1 J.P. Morgan & Co. Incorporated JPMORGAN 60 Wall Street, New York, NY 10260 NYSE symbol: JPM www.jpmorgan.com - -------------------------------------------------------------------------------- News release: Immediate April 24, 2000 J.P. Morgan and Audible Announce Partnership to Distribute Premium Equity Research in Digital Audio from Audible.com NEW YORK, NY and WAYNE, NJ, April 24, 2000 -- J.P. Morgan Securities (NYSE: JPM) and Audible, Inc. (NASDAQ: ADBL), announced today that daily research information from J.P. Morgan will soon be available for listening in digital audio format at www.audible.com(TM). The Audible Internet audio service will allow consumers to purchase and stream or download J.P. Morgan research in audio format, store it as digital files and play it back on personal computers and AudibleReady(TM) portable digital audio players. Content will consist of a daily program highlighting researched opinions and recommendations on tracked stocks, as well as a weekly market focused program featuring the opinions of the bank's equity strategists and macro economists. The programming will be sold as a quarterly, renewable subscription, or as individual programs. In addition, the agreement includes an option for J.P. Morgan to publish periodic special audio programming covering a particular market segment or geographic region. "This research distribution partnership is an excellent opportunity for Audible to team up with such a respected brand," stated Donald Katz, Founder and Chairman of Audible, Inc. "J.P. Morgan research is already in high demand with individual and institutional investors and we are proud to offer it to a broader audience. This content will be a great supplement to our subscribers of business audio such as The Wall Street Journal, many of whom listen while commuting to and from work." Audible allows customers to take advantage of their commuting, travel and desktop computer time by delivering information via audio. "Our arrangement with Audible gives us a unique opportunity to establish a leadership role in research content distribution," said John Conti, Managing Director and Head of Equity Research for J.P. Morgan. "This program will showcase our expertise and provide significant value to an audience that - -------------------------------------------------------------------------------- Press contacts: Kristin Lemkau Jonathan Korzen J.P. Morgan Audible, Inc. (212) 648-9583 (973) 890 4070 ext. 218 lemkau_kristin@jpmorgan.com jkorzen@audible.com 2 J.P. Morgan & Co. Incorporated News Release previously would never hear our views. This is an important step in our strategy to distinctively brand ourselves on the Internet." ABOUT J.P. MORGAN J.P. Morgan is a leading global financial services firm that meets critical financial needs for business enterprises, governments, and individuals worldwide. We advise on corporate strategy and structure; raise capital; develop, structure, and make markets in financial instruments; and manage investment assets. We also commit our own capital to promising enterprises and invest and trade to capture market opportunities for our own account. ABOUT AUDIBLE, INC. Audible is the Internet's largest, most diverse provider of premium spoken audio services for content download or playback on personal computers or AudibleReady(TM) mobile devices. Audible allows customers to take advantage of their commuting, travel and desktop computer time by delivering premium entertainment and information audio while their eyes are busy but their minds are free. Audible's content partners include leading audiobook publishers, broadcasters, magazine and newspaper publishers, business information providers, and educational and cultural institutions. Visitors to www.audible.com(TM) can browse, sample, purchase and subscribe to more than 20,000 hours of audio programs. Audible.com is Amazon.com's exclusive provider of spoken-word products for downloading or streaming via the Web. Among the company's key business partners are Casio Inc., Compaq Computer Corporation, S3/Diamond Inc., Microsoft Corporation, Royal Philips Electronics, RealNetworks, Inc. and Texas Instruments. # # # This press release contains information that is not historical fact and may be deemed to contain forward-looking statements. Actual results may differ materially from those anticipated in any forward-looking statements as a result of certain risks and uncertainties, including, without limitation, Audible's limited operating history, history of losses, uncertain market for its services, and its inability to license or produce compelling audio content and other risks and uncertainties detailed in the company's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----