-----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, C+vHZrjSHvxFKQBoioUOXcHswLxITkBTHEzfPAVaQm6quNsZUkNUqWP6g4bsFne/ dJP38VAk+PpcMq93gN1UJQ== /in/edgar/work/20000919/0000950123-00-008654/0000950123-00-008654.txt : 20000923 0000950123-00-008654.hdr.sgml : 20000923 ACCESSION NUMBER: 0000950123-00-008654 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000919 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 001-05885 FILM NUMBER: 724823 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 425 1 y40546e425.txt CHASE MANHATTAN CORPORATION/J.P. MORGAN & CO. INC. 1 Filed by The Chase Manhattan Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: J.P. Morgan & Co. Incorporated Commission File No. 1-5885 Date: September 18, 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 ability to obtain governmental approvals of the merger on the proposed terms and schedule; the failure of Chase and J.P. Morgan stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the revenue synergies and cost savings from the merger may not be fully realized or may take longer to realize than expected; disruption from the merger making it more difficult to maintain relationships with clients, employees or suppliers; increased competition and its effect on pricing, spending, third-party relationships and revenues; the risk of new and changing regulation in the U.S. and internationally. 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). Stockholders are urged to read the 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 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 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 2 the materials filed with the SEC by J.P. Morgan and Chase on September 13, 2000 and September 14, 2000, respectively. # # # The following is a newsletter distributed to Chase employees. 3 [CHASE NEWSLETTER LETTERHEAD] CHASEW0RLD A PUBLICATION FOR CHASE EMPLOYEES SEPTEMBER 18, 2000 SPECIAL ISSUE INTRODUCING A GLOBAL FINANCIAL POWERHOUSE Last week's merger agreement between Chase and J.P. Morgan will unite two firms that have played leading roles in shaping the world of finance. A new chapter has now begun, as these firms begin the merger integration and launch a new global financial services leader: J.P. Morgan Chase & Co. "This combination is -- first and foremost -- about accelerating growth," says Sandy Warner, J.P. Morgan's chairman and CEO, who will become the merged firm's new chairman. "With a powerful combination of clients, capabilities, capacity and people, J.P. Morgan Chase & Co. will have everything it takes to unleash that growth." Says Bill Harrison, who will become president and CEO of the new entity, "Both firms share complementary capabilities, expertise and values, and J.P. Morgan Chase & Co. puts them all together. We're convinced that one plus one will significantly exceed two in that equation." [PHOTO OF WARNER AND HARRISON] Photo Caption: Sandy Warner (left) and Bill Harrison at the New York Stock Exchange as the merger agreement was announced on September 13 The complementary strengths of J.P. Morgan and Chase encompass leading global capabilities in investment banking (including strategic advisory, equity and debt capital-raising, credit, and global trading and market-making activities), institutional asset management, operational services and wealth management, and a retail component that serves more than 30 million customers. The two firms' respective client rosters are equally complementary and represent widely diverse segments. These range from start-ups and blue-chip companies, including 80% of the Fortune 500; old and new economy businesses; government and financial institutions; financial investors and sponsors; traders and dealers; affluent individuals; and consumers. And with a strong presence in Europe, Asia Pacific, and both North and Latin America, J.P. Morgan Chase& Co. will --literally -- span the world. It will be the most globally balanced wholesale financial services firm. "As many of you have heard me say over the years, we believe that consolidation will continue, particularly on the wholesale investment banking side, and that there will be less than a handful of endgame winners in this space," said Mr. Harrison. "With this platform, we are an end-game winner." Complementary Strengths - -------------------------------------------------------------------------------- The New J.P. Morgan
CLIENTS - - Investment Grade - North America - Wealth Management - - Non-Investment Grade - Europe - M&A - - New Economy - Asia (ex-Japan) - Equity - - Financial Sponsors - Latin America - Research - - High Net Worth - Debt (Public/bank) - - Financial Institutions - FX & Derivatives - - Institutional Investors - Private Equity - Operating Services
[JPMORGAN LOGO] [CHASE LOGO] NEW NAMES The merged firm will be named J.P. Morgan Chase & Co. - - The wholesale business will be known globally as J.P. Morgan. It will encompass investment banking, operating services, wealth management, institutional asset management and private equity. - - The retail business will be known as Chase. It consists of credit cards, regional consumer banking in the New York tri-state area and Texas, mortgage banking, diversified consumer lending, insurance and middle-market banking. FINANCIAL HIGHLIGHTS (pro forma, in U.S. dollars) AS OF DECEMBER 31, 1999 $660 billion in total assets $36 billion in stockholders' equity FOR FULL-YEAR 1999 $31 billion of revenues $7.5 billion of earnings Earnings by line of business, first-half 2000
% of total ---------- Investment Banking 55% National Consumer Services 18% Private Equity 12% Wealth Management 9% Operating Services 6% --- 100% ===
Graphic Caption: Chase and J.P. Morgan hosted an analysts' meeting on September 13, the morning the merger was announced. These slides are representative of the presentations given by Sandy Warner, Bill Harrison and Vice Chairman Marc Shapiro. You can find a complete set of slides attached to the September 13 special edition of NewsWatch, available on Lotus Notes and CHASEWEB.
A WINNING GROWTH STRATEGY - ----------------------------------------------------------------------------------------------------- - - UNPARALLELED CLIENT BASE - - LEADING GLOBAL CAPABILITIES [ARROW GRAPHIC] PEOPLE [ARROW GRAPHIC] UNIQUE & COMPETITIVE TECHNOLOGY ADVANTAGE - - PRODUCT LEADERSHIP IN GROWTH MARKETS
[JPMORGAN LOGO] [CHASE LOGO] Complementary strengths - ------------------------------------------------------------------------- LEADING GLOBAL CAPABILITIES PRO FORMA REVENUES(1) (PIE CHART) North America 52% Europe 30% Asia Pacific 12% Latin America 6% THE MOST GLOBALLY BALANCED WHOLESOME FINANCIAL SERVICES FIRM NOTES: Source: Company filings (1)As of 12/31/99; pro forma, including Robert Fleming and excluding National Consumer Services [JPMORGAN LOGO] [CHASE LOGO] Stockholders are urged to read the 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 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 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 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. 4 "On a personal level, I'm excited about working with Sandy Warner. Over the many years we've known each other, I've come to respect him as a professional and as a friend -- and now we're partners." Bill Harrison [PHOTO OF HARRISON AND WARNER] Photo Caption: Bill Harrison (left) and Sandy Warner "Bill Harrison and I have been friends for 25 years. We've talked often over those years and have seen each other's thinking evolve. And we've seen our respective firms evolve at the same time." Sandy Warner TWO LEADERS WITH A SHARED PHILOSOPHY They started their careers within a year of each other, devoting more than 30 years to the institutions they have served - institutions with long track records of leadership in finance. They have been friends for 25 of those years. They share a dedication to integrity, excellence and partnership. And last week, Chase's Bill Harrison and J.P. Morgan's Sandy Warner shared a handshake, sealing their commitment to customers, employees and shareholders of the new J.P. Morgan Chase & Co. Here are Sandy Warner and Bill Harrison, side by side:
DOUGLAS A. WARNER III WILLIAM B. HARRISON, JR. --------------------- ------------------------ POSITION (in the new firm, Chairman President and CEO J.P. Morgan Chase & Co.) Co-Chair, Executive Committee Co-Chair, Executive Committee - --------------------------------------------------------------------------------------------------------------------------------- CAREER MILESTONES 1968 (New York) - Begins his career in 1967 (New York) - Begins his career in Morgan's management training program. Chemical's credit training program. 1983 (London) - Following positions including 1976 (San Francisco) - Named district head of head of the banking group responsible the Corporate Division's Western Region. for corporate clients based in the midwestern U.S., is posted to London 1982 (London) - Named division head of Europe. as head of banking. Becomes senior- most U.K. officer in 1986. 1983 (New York) - Named head of the U.S. Corporate Division, assuming responsibility 1987 (New York) - Takes charge of for the North America Division in 1986 and Corporate Finance in the Americas the Banking & Corporate Finance Group and, later that year, the worldwide the following year. Corporate Finance group. 1990 Named president and chief operating 1990 Named vice chairman of the board. officer. 1999 Named president and chief executive officer, 1995 Named chairman, president and CEO. assuming the title of chairman in 2000. - --------------------------------------------------------------------------------------------------------------------------------- PERSONAL Born in 1946 in Cincinnati, Ohio. Born in 1943 in Rocky Mount, North Carolina. Graduate of Yale University. Graduate of University of North Carolina. Originally headed toward a career in med- Bill comes from a family of bankers. During icine, Sandy changed his mind after spend- summers, he worked at his grandfather's bank; ing a summer as a J.P. Morgan intern. Now, his father was a full-time employee who also he is chairman of the Board of Managers served as mayor of Rocky Mount. And two of and Overseers of Memorial Sloan-Kettering Bill's three siblings have worked at banks. Cancer Center in New York.
[PHOTOS OF MEETING] Photo Caption: It was standing-room only last Thursday as more than 1,000 colleagues crowde into a meeting room at New York City's Waldorf Astoria Hotel to learn more about the merger agreement between Chase and J.P. Morgan. The 9 a.m.(EST) meeting was telecast to several Chase and J.P. Morgan locations across the globe. [PHOTO OF JP MORGAN HEADQUARTERS] Photo Caption: J.P. Morgan headquarters at 60 Wall Street in Manhattan THE STORY OF MORGAN Like Chase, J.P. Morgan & Co. has a long and rich history. The "House of Morgan" traces its roots back to an international merchant banking firm founded in 1838 in London. The tradition and values that define Morgan today were forged by three generations of Morgans, who built a family banking dynasty that spanned more than a century. Junius S. Morgan, an American businessman, established the Morgan name in the world's financial markets during his three decades as a merchant banker in Victorian London. J. Pierpont Morgan inherited his father's business in 1890, and consolidated the firm's European and American interests. During the late 19th and early 20th centuries, the firm established itself as financial advisor to national governments. And it helped shape the industrial revolution in North America by structuring and financing the railroads, as well as many other prominent corporations, including U.S. Steel, General Electric and AT&T. During a run on banks in 1907, Morgan led a rescue of the U.S. financial system by infusing money into banks, demonstrating the need for a central bank and leading to the creation of the Federal Reserve in 1913. Today, J.P. Morgan offers clients across the world a wide range of integrated capabilities from offices in more than 30 countries. The firm advises on corporate strategy and structure, raises capital, makes markets in financial instruments and manages investment assets. Chase World is published by and for the employees of Chase. Please send us your comments and suggestions. If you would like a copy or additional copies of this issue, contact us: You can find previous articles in the Chase World archive, located on the Today@Chase intranet site on CHASEWEB. INTEROFFICE MAIL Chase World 270 Park Avenue 34 FAX ChaseNet 270-7745 [(212) 270-] E-MAIL Chase World Feedback CHASE WORLD CONTACTS Karen L. Albamonti, Laura Del Giorno, Amy Messing, Mona Gerber Milbrodt, Yvette Sutton, Elaine Witt-Owens Rachel Goldman, Corporate Employee Communications (C)2000 The Chase Manhattan Corporation, New York, New York. All Rights Reserved. FOR INTERNAL USE ONLY -----END PRIVACY-ENHANCED MESSAGE-----