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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: December 13, 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).
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[CHASE LOGO]
[JP MORGAN LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE Investor Contacts: John Borden, 212-270-7318
Ann Patton, 212-648-9445
Media Contacts: Joe Evangelisti, 212-648-9589
Jon Diat, 212-270-5089
J.P. MORGAN AND CHASE ANNOUNCE QUARTERLY COMMON STOCK DIVIDEND
NEW YORK, DECEMBER 13, 2000 -J.P. Morgan & Co. Incorporated (NYSE: JPM) and The
Chase Manhattan Corporation (NYSE: CMB) today announced that they are
coordinating their dividend declarations and related record and payment dates
for the fourth quarter of 2000 so that their stockholders will not receive two
dividends, or fail to receive one dividend, for the fourth quarter of 2000 as a
result of their planned merger.
J.P. Morgan and Chase currently anticipate that their merger will close on
December 31, 2000. The closing is subject to shareholder approval at meetings
scheduled for December 22, 2000 and to receipt of regulatory approvals.
J.P. Morgan's Board of Directors today declared a quarterly dividend of $1.00
per share on J.P. Morgan common stock for the quarter ending December 31, 2000,
which dividend will be paid only if the proposed merger with Chase does not
occur on December 31. If the dividend becomes payable, payment will be made on
January 31, 2001, to stockholders of record at the close of business on January
5, 2001.
With today's actions, J.P. Morgan has aligned its dividend schedule with
Chase's. Chase expects to pay a fourth quarter 2000 dividend on January 31, 2001
to common stockholders of record at the close of business on January 5, 2001 in
the amount of $0.32 per share.
If the merger with Chase closes on December 31, 2000, J.P. Morgan will be merged
into Chase and J.P. Morgan shareholders will automatically become shareholders
of the new J.P. Morgan Chase & Co. at the effective time of the merger. This
will entitle them to receive 3.7 shares of Chase common stock for every J.P.
Morgan share held, and to receive Chase's 2000 fourth quarter dividend. Thus
former J.P. Morgan shareholders would receive, for the fourth quarter of 2000, a
dividend which would equate to $1.18 for each share of J.P. Morgan common stock.
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If the merger with Chase is not effected on December 31, 2000, then J.P. Morgan
will pay its customary dividend of $1.00 per share on January 31, 2001 to its
shareholders of record as of the close of business on January 5, 2001.
J. P. Morgan shareholders who hold their shares in certificated form are
reminded that they must surrender their J. P. Morgan certificates for exchange
into J.P. Morgan Chase & Co. shares before they can receive dividends from J.P.
Morgan Chase & Co. Upon completion of the merger, cash will be paid instead of
fractional shares, and dividends will be paid on whole shares only. The exchange
agent will send transmittal instructions and letters of transmittal to J.P.
Morgan shareholders promptly after the merger is consummated.
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 and J.P.
Morgan has filed a Definitive Proxy Statement on Schedule 14A with the SEC that
also contains the joint proxy statement-prospectus. 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 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).
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