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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-6 under the Securities Exchange Act of 1934
Subject Company: J.P. Morgan & Co. Incorporated
Commission File No. 1-5885
Date: November 30, 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.
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.
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 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 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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Investor Contacts: Press Contacts:
John Borden 212-270-7318 Joe Evangelisti 212-648-9589
Ann Patton 212-648-9445 Jon Diat 212-270-5089
CHASE AND J.P. MORGAN ANNOUNCE NEW BOARD OF DIRECTORS
NEW YORK, NOVEMBER 30, 2000 -- The Chase Manhattan Corporation and J.P.
Morgan & Co. Incorporated announced today the Board of Directors of J.P. Morgan
Chase & Co., effective upon the consummation of the merger. Under the terms of
the merger agreement, the Board is to consist of 15 Directors, including Douglas
A. Warner III as Chairman, and William B. Harrison Jr. as President and Chief
Executive Officer, eight outside Directors designated by Chase and five outside
Directors designated by J.P. Morgan.
Shareholder meetings for both Chase and J.P. Morgan have been scheduled for
December 22. Subject to receiving the shareholder and requisite regulatory
approvals, the merger is anticipated to close on December 31, 2000. Following
the merger, the members of the Board of Directors will be:
Hans W. Becherer, Retired Chairman and Chief Executive Officer, Deere & Co. *
Riley P. Bechtel, Chairman and Chief Executive Officer, Bechtel Group, Inc. **
Frank A. Bennack Jr., President and Chief Executive Officer, The Hearst
Corporation *
Lawrence A. Bossidy, Retired Chairman of the Board, Honeywell International Inc.
**
M. Anthony Burns, Chairman, Ryder System, Inc. *
H. Laurance Fuller, Retired Co-Chairman, BP Amoco p.l.c. *
Ellen V. Futter, President and Trustee, American Museum of Natural History **
William H. Gray III, President and Chief Executive Officer, The College
Fund/UNCF *
William B. Harrison Jr., President and Chief Executive Officer
Helene L. Kaplan, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP *
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Lee R. Raymond, Chairman of the Board and Chief Executive Officer, Exxon Mobil
Corporation **
John R. Stafford, Chairman, President and Chief Executive Officer, American Home
Products Corporation *
Lloyd D. Ward, Former Chairman of the Board and Chief Executive Officer, Maytag
Corporation **
Douglas A. Warner III, Chairman
Marina v.N. Whitman, Professor of Business Administration and Public Policy,
University of Michigan *
* designated by Chase
** designated by J.P. Morgan
In a joint statement, Messrs. Warner and Harrison expressed the warmest
appreciation for all that each of their respective Boards has achieved and for
their understanding and support in establishing the Board structure for the
merged company.
Chase can be reached on the web at www.chase.com, and J.P. Morgan's web address
is www.jpmorgan.com.
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.
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 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 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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