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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: October 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 risk that the businesses
of Chase and J.P. Morgan will not be combined successfully; the risk that the
growth opportunities and cost savings 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 the loss of key
employees or may adversely effect relationships with employees and clients; the
risk that stockholder or required regulatory approvals of the merger will not be
obtained or that adverse regulatory conditions will be imposed in connection
with a regulatory approval of the merger; the risk of adverse impacts from an
economic downturn; the risks associated with increased competition, unfavorable
political or other developments in foreign markets, adverse governmental or
regulatory policies, and volatility in securities markets, interest or foreign
exchange rates or indices; 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.
Chase has filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission containing a preliminary joint proxy statement-prospectus
regarding the proposed transaction. Stockholders are urged to read the
definitive joint proxy statement-prospectus when it becomes available because it
will contain important information. The definitive joint proxy
statement-prospectus will be sent to stockholders of Chase and J.P. Morgan
seeking their approval of the proposed transaction. Stockholders also will be
able to obtain a free copy of the definitive 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
definitive joint proxy statement-prospectus and the SEC filings that will be
incorporated by reference in the definitive 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.
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[CHASE LETTERHEAD]
[The following is a memorandum from William B. Harrison, Jr., Chairman and Chief
Executive Officer of The Chase Manhattan Corporation, sent to Chase senior
management.]
October 18, 2000
Dear Colleagues,
This morning, Chase announced third quarter earnings. In addition to the press
release, which you will receive via e-mail, and the discussion at today's
investor meeting (see below), we thought the following key themes would be
helpful as part of your conversations with clients and others.
We believe even more strongly in the value of the merger. One month into the
merger, we are even more excited about the growth opportunities and confident
about the synergy potential of the deal.
- Clients are reacting favorably to the proposed combination and have
invited Chase and J.P. Morgan to make joint pitches for their business.
As a result, in the last three weeks alone, the two firms have won a
number of joint investment banking mandates.
- We are moving rapidly on our integration plans and expect an additional
250 key positions to be announced by the end of this week.
- The major U.S. regulatory applications have been filed, and the joint
proxy statement was filed with the SEC on October 5.
The disappointing earnings at Chase are not related to credit or market risk
management issues. There has been no fundamental change in the business outlook.
There were two main reasons for the shortfall.
- In Chase Capital Partners, unrealized write-downs, primarily due to
mark-to-market declines (mainly in telecommunications), more than
offset record realized (cash) gains of $538 million on the sales of
investments.
- In the Investment Bank, trading revenues and corporate finance fees
were up from the third quarter of 1999 but down from the second quarter
of 2000 due to lower market volatility and trading volumes and a
slowdown in leveraged finance. The expense growth rate was high because
of the buildup of the investment banking platform, including our recent
acquisitions.
There will be a joint meeting and conference call for the investment community
today, reviewing financial results, followed by an update on the merger by Marc
Shapiro. Dedicated lines have been set up for employees to dial into the event,
or to listen to a recorded version later today. Please refer to the MERGER
COMMUNICATIONS SITE on ChaseWeb. Slides to be used at the presentation are also
available on this site. If you receive press inquiries, please refer them to Jon
Diat, 212-270-5089.
Though this quarter's results did not meet our expectations, the results do not
diminish the confidence we have in the growth capacity of our businesses. We had
record earnings in Global Services, National Consumer Services, and Wealth
Management, underscoring the importance of a diverse business foundation. We can
look forward to the enormous potential of
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two great companies coming together. We have made tremendous progress in the
short month since we announced the merger, and I am counting on your support in
building a new financial services leader.
Stockholders of Chase and J.P. Morgan should read the definitive joint proxy
statement/prospectus regarding the proposed merger when it becomes available,
because it will contain important information. Stockholders will be able to
obtain a free copy of the definitive 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
definitive joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the definitive 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, 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.
Message sent to Senior managers. Please share with your staff.
