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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: December 14, 2000 Commission file number 1-5805
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THE CHASE MANHATTAN CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 13-2624428
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
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(Registrant's telephone number, including area code) (212) 270-6000
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Item 5. Other Events
On December 14, 2000, The Chase Manhattan Corporation
("Chase") and J.P. Morgan & Co. Incorporated ("J.P. Morgan") issued a
joint press release that provided guidance on lower fourth quarter
earnings for both companies and an update on the progress of their
merger integration efforts.
A copy of the joint press release is attached as an exhibit
hereto. That press release 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 J.P. Morgan's and Chase's managements 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 failure of Chase and J.P. Morgan shareholders to approve
the merger; the risk that the businesses will not be integrated
successfully; the risk that the revenue synergies and cost savings
anticipated 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 in the loss of key
employees or may adversely affect relationships with employees, clients
or suppliers; the inability to obtain governmental approvals of the
merger on the proposed schedule or that adverse regulatory conditions
will be imposed in connection with a regulatory approval of the merger;
the risks of adverse movements or volatility in the securities markets
or in interest or foreign exchange rates or indices; the risk of
adverse impacts from an economic downturn; the risk of a downturn in
domestic or foreign securities and trading conditions or markets; the
risks associated with increased competition; the risks associated with
unfavorable political and diplomatic developments in foreign markets or
adverse changes in domestic or foreign governmental or regulatory
policies; 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 of 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-
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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 can also be obtained, without charge,
by directing a request to The Chase Manhattan Corporation, 270 Park
Avenue, New York, NY, 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).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
The following exhibit is filed with this report:
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Exhibit Number Description
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99.1 Press Release - Chase and J.P. Morgan
Provide Guidance On Lower Fourth Quarter
Earnings and Update Progress of Merger
Integration
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
/s/ Marc J. Shapiro
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Dated: December 14, 2000 Marc J. Shapiro
Vice Chairman
Finance, Risk Management and
Administration
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 Press Release - Chase and J.P. Morgan
Provide Guidance On Lower Fourth Quarter
Earnings and Update Progress of Merger
Integration
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