<PAGE> 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: November 8, 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
<PAGE> 2
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.
[The following slides were used in connection with a presentation on November 8,
2000 by Dina Dublon, Chief Financial Officer of The Chase Manhattan Corporation,
at the Pace University Executive in Residence Program.]
<PAGE> 3
GLOBALIZATION: WHAT IT TAKES TO COMPETE
PACE UNIVERSITY
EXECUTIVE IN RESIDENCE PROGRAM
DINA DUBLON, EVP & CFO
CHASE MANHATTAN CORPORATION
<PAGE> 4
"ITS AGGRAVATING, WE HAVE NOTHING TO DO WITH RUSSIA OR ASIA. WE'RE JUST A LITTLE
DOMESTIC BUSINESS TRYING TO GROW, BUT WE'RE PREVENTED BECAUSE OF THE WAY THESE
GOVERNMENTS RUN THEIR COUNTRIES."
Douglas Hanson
CEO of Rocky Mountain Internet
<PAGE> 5
CHALLENGES TO OPERATING GLOBALLY
-------------------------------------------------
> Adapting the organization
> Balancing "global" vs. "local"
> Identifying competitive advantages
> Agility and resilience
> Redefining social responsibility
3
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PITFALLS OF NOT KNOWING THE LANGUAGE...
4
<PAGE> 7
THE CHASE/J.P. MORGAN MERGER
A Case Study on Globalization
<PAGE> 8
MEETS THE CRITERIA FOR SUCCESSFUL MERGERS
-----------------------------------------
> STRATEGIC FIT
> Experience drives execution and integration
> Financially beneficial
6
<PAGE> 9
KEY DRIVERS OF GROWTH
---------------------
<TABLE>
<S> <C> <C>
> UNPARALLELED CLIENT BASE
PEOPLE EXTENDS
> LEADING GLOBAL CAPABILITIES > & > COMPETITIVE
TECHNOLOGY ADVANTAGE
> PRODUCT LEADERSHIP IN GROWTH MARKETS
</TABLE>
7
<PAGE> 10
The new competitive model
--------------------------------------------------------------------------------
SERVING THE SPECTRUM OF CLIENTS' NEEDS GLOBALLY
<TABLE>
<S> <C> <C>
--------- ----------
M&A Equity
--------- ----------
-----------
Private --------------
Equity Public Debt
----------- --------------
----------- ---------------
FX & CLIENT -----------
Derivatives ADVISORY Bank Debt
----------- RELATIONSHIP -----------
--------------
---------- ---------
Research Sales &
---------- Trading
---------
------------ -------------
Operating Structuring
Services -------------
-----------
------------
Wealth
management
------------
</TABLE>
8
<PAGE> 11
COMPLEMENTARY STRENGTHS
-----------------------
UNPARALLELED CLIENT BASE
<TABLE>
<CAPTION>
J.P. MORGAN CHASE
----------- -----
<S> <C>
X Blue Chip Investment Grade X Non-Investment Grade
X Europe X New Economy/Emerging Growth
X Japan X Asia (ex-Japan)
X Financial Sponsors
</TABLE>
J.P. MORGAN AND CHASE
---------------------
X Latin America
X U.S. Corporates
X High Net Worth
X Financial Institutions
X Institutional Investors
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<PAGE> 12
ABILITY TO INTEGRATE AND EXECUTE
--------------------------------
> Track record of successful integrations
> Inclusive approach to integration
> Common cultural elements
> More focused, less complex than prior mergers
> Retention driven by opportunity and incentives
10
<PAGE> 13
SYNERGIES DRIVE PROFITABILITY AND GROWTH
----------------------------------------
> Incremental revenue of $1 billion
- net $400 million after incremental expenses
> Savings of $1.5 billion
- 11% of total relevant combined expenses
- Fully in place by end of year 2
- Business by business review under way
11
<PAGE> 14
PRO FORMA LINE OF BUSINESS RESULTS
----------------------------------
($ IN BILLIONS)
<TABLE>
<CAPTION>
LTM PRO FORMA(1)
----------------
AFTER-TAX
REVENUES CASH EARNINGS
-------- -------------
<S> <C> <C>
Investment Banking $16.6 $4.0
WELL BALANCED Wealth Management 4.0 0.6
> Private Equity 2.6 1.4
HIGHER GROWTH Operating Services 3.4 0.6
National Consumer Svcs. 9.9 1.8
</TABLE>
Note:
(1) Last twelve months (LTM) ending September 30, 2000; pro forma, including
Robert Fleming
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<PAGE> 15
PRO FORMA J.P. MORGAN CHASE & CO. (WHOLESALE BANKING)
-----------------------------------------------------
($ BILLIONS)
[CASH OPERATING INCOME - 9MOS 00 BARGRAPH]
<TABLE>
<CAPTION>
CitiGroup(1) J.P. Morgan Chase & Co.(2) MSDW(3) Merrill Lynch Goldman Sachs
<S> <C> <C> <C> <C> <C>
Investment Bank 5.7 3.7 3.7 3.1 2.7
Global Services -- .5 -- -- --
--- --- --- --- ---
Total 5.7 4.2 3.7 3.1 2.7
</TABLE>
Note: Cash income is after-tax
-----
(1) Includes SSB, Global Relationship Banking, Emerging Markets, Private
Banking, Asset Management and Investment Activities
(2) Includes Investment Bank, Wealth Management, Private Equity and Global
Services; includes Robert Fleming results since 8/1/00
(3) Excludes Discover Credit Services
13
<PAGE> 16
The case for higher valuation
> Higher growth
> Leadership drives higher returns
> Greater diversification/risk reduction
> Free cash flow generation
> Completes the platform
14
<PAGE> 17
RELATIVE STOCK PRICE MOVEMENTS
------------------------------
SINCE 9/4/00
<TABLE>
<CAPTION>
10/30 PRICE %O/(U) 9/13
----------- -----------
<S> <C> <C>
CMB $43.75 (14%)
AVG. Sec. Firms (14%)
</TABLE>
<TABLE>
<CAPTION>
P/E(1)
------
<S> <C>
CMB 9.82
AVG. Sec. Firms(2) 15.18
AVG. Large Banks(3) 9.72
</TABLE>
[RELATIVE STOCK PRICE MOVEMENTS LINE GRAPH, STOCK PRICE AS A PERCENTAGE OF
CLOSING PRICE ON 9/13]
<TABLE>
<CAPTION>
DATE CMB Average Sec. Firms*
<S> <C> <C> <C>
9/4 111% 103%
9/5 113% 103%
9/6 111% 101%
9/7 113% 100%
9/8 114% 100%
9/11 113% 103%
9/12 104% 102%
9/13 100% 100% ANNOUNCEMENT DATE
9/14 100% 101%
9/15 97% 98%
9/18 92% 93%
9/19 92% 95%
9/20 92% 94%
9/21 88% 90%
9/22 93% 91%
9/25 93% 93%
9/26 91% 90%
9/27 90% 88%
9/28 92% 91%
9/29 91% 92%
10/2 94% 94%
10/3 92% 94%
10/4 90% 91%
10/5 88% 94%
10/6 85% 88%
10/9 83% 85%
10/10 81% 82%
10/11 80% 83%
10/12 75% 76%
10/13 78% 82%
10/16 78% 83%
10/17 75% 80%
10/18 73% 80%
10/19 77% 84%
10/20 76% 87%
10/23 76% 84%
10/24 79% 86%
10/25 79% 83%
10/26 79% 81%
10/27 84% 83%
10/30 86% 86%
</TABLE>
Notes:
------
(1) P/E Based on 2001 EPS Mean (Source: First Call); P/E Based on Cash EPS for
Chase, Merrill Lynch, First Union, Fleet Boston and BankAmerica
(2) Sec. firms represents Goldman Sachs, Merrill Lynch, Citigroup and Morgan
Stanley Dean Witter
(3) Large Banks represents Bank One, First Union, Fleet Boston and BankAmerica
* Average Sec. Firms represents the relative stock price movements of Goldman
Sachs, Merrill Lynch, Citigroup and Morgan Stanley Dean Witter
15
<PAGE> 18
Supplemental Information
<PAGE> 19
COMPLEMENTARY STRENGTHS
-----------------------
PRODUCT LEADERSHIP IN GROWTH MARKETS
<TABLE>
<CAPTION>
J.P. MORGAN CHASE
----------- -----
<S> <C>
X Equity Underwriting X New Economy and Asian Equities
X Equity & Structured Derivatives X FX & Interest Rate Derivatives
X Global M&A - Europe X Global M&A
X Europe Fixed Income X Syndicated & Leveraged Finance
X U.S. Asset Management X European & Asian Asset Mgmt.
X LabMorgan X Chase.com
X Operating Services
</TABLE>
17
<PAGE> 20
A LEADER IN WEALTH MANAGEMENT
-----------------------------
ASSETS UNDER MANAGEMENT AS OF 12/31/99(1)
-----------------------------------------
<TABLE>
<CAPTION>
RANK US INSTITUTIONS AUM ($B)
---- --------------- --------
<S> <C> <C>
1 Fidelity Investments $956
2 Barclays Global Advisors 783
3 J.P. MORGAN/CHASE PRO FORMA(2) 720
4 State Street Global Advisors 672
5 Capital Group Cos. 558
6 Merrill Lynch Asset Mgmt 557
7 Mellon Financial 463
8 AXA Financial 463
9 Morgan Stanley Dean Witter 420
10 Citigroup 419
</TABLE>
NOTES:
Source: Institutional Investor
(1) Global rankings of investment management firms by assets under management
("AUM")
(2) Includes $48 billion for pro rata share of American Century; pro forma for
Robert Fleming
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<PAGE> 21
A leader in wealth management
--------------------------------------------------------------------------------
A BALANCED BUSINESS
<TABLE>
<CAPTION>
PRO FORMA BY ASSET CLASS(1) PRO FORMA BY GEOGRAPHIC REGION(1)
------------------------------ ------------------------------------
<S> <C> <C> <C>
CASH/OTHER 23% USA 65%
EQUITIES 52% INTERNATIONAL 35%
FIXED INCOME 25%
[PRO FORMA BY GEOGRAPHIC REGION(1) PIE CHART]
[PRO FORMA BY ASSET CLASS PIE CHART]
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA BY CLIENT(1)
----------------------
<S> <C>
INSTITUTIONAL 60%
PRIVATE CLIENT 40%
</TABLE>
[PRO FORMA BY CLIENT(1) PIE CHART]
Note:
(1) Assets under management as of 12/31/99. Includes $48 billion for pro rata
share of American Century; pro forma for Robert Fleming
19
<PAGE> 22
This presentation contains statements that are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are based upon the current beliefs and expectations of Chase's and J.P Morgan's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. These
uncertainties include: 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 Form 10-K of Chase and J.P. Morgan and in the Registration Statement
on Form S-4 filed by Chase on October 5, 2000 with the Securities and Exchange
Commission.
The proposed transaction will be submitted to Chase's and J.P. Morgan's
stockholders for their consideration. Such stockholders should read the
definitive 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 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.
20
