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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 29, 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
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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.
[The following memorandum from Douglas A. Warner III, Chairman and Chief
Executive Officer of J.P. Morgan, and William B. Harrison Jr., Chairman and
Chief Executive Officer of Chase, was circulated to employees of J.P. Morgan and
Chase.]
November 28, 2000
Dear Colleagues:
Only 10 weeks since announcing the merger of J.P. Morgan and Chase, we are well
on our way to closing by the end of the year. Last week the Securities and
Exchange Commission declared our joint proxy statement effective, and
shareholder meetings have been scheduled for Friday, December 22. We anticipate
receiving the remaining regulatory approvals so that our first day of doing
business as J.P. Morgan Chase & Co. will be January 2, 2001.
As "Day One" approaches, one of the issues we are addressing is the right
strategy for facilities. A number of alternatives are under consideration in
Manhattan. Beginning on the first day as a new company, we have decided to use
270 Park Avenue as the interim location of the executive offices. This is not a
long-term decision, as we expect to have presences in both midtown and downtown.
One option we are exploring is the opportunity to gain more space at 277 Park
Avenue. Until a final decision is made, there will be few relocations of staff.
Once the merger is effective, we will appear to our shareholders and the general
public as one company. Yet for many of us, Day One is just one more milestone in
an ongoing and complex integration process. To cover these early stages of the
merger, you will soon be receiving a Day One profile that will provide basic
definitions and principles and answer some of the most frequently asked
questions. Businesses, regions, and functional groups will then follow up with
more detailed information.
Many decisions have yet to be made, but we are making good progress. About 700
positions have been announced, and dozens of new ones are being finalized every
week. Managers are moving with all possible speed, but given the importance of
these decisions, they are also moving carefully and deliberately. The leaders of
each group and business unit are committed to communicating these decisions as
soon as they are made.
As we will tell shareholders at our meeting next month, the promise of our
combined companies has never been brighter. We will be far stronger together
than either company standing alone, with leadership in growth markets and
enormous depths of talent and creativity. And we will reiterate our conviction
that this merger is about creating long-term value. Though there is more
uncertainty and change ahead of us and a great deal of work to be done, we hope
you share the excitement of building a great company together and look forward
with us to a promising future.
Sandy Warner Bill Harrison
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.
