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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-12
under the Securities Exchange Act of 1934
Subject Company: J.P. Morgan & Co. Incorporated
Commission File No. 1-5885
Date: October 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 ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
failure of Chase and J.P. Morgan stockholders to approve the merger; the risk
that the businesses will not be integrated successfully; the risk that the
revenue synergies and cost savings from the merger may not be fully realized or
may take longer to realize than expected; disruption from the merger making it
more difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; the risk of new and changing regulation in the U.S.
and internationally. 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).
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 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
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& 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.]
October 12, 2000
Dear colleagues,
One month has passed since we announced the merger of J.P. Morgan and Chase, a
month marked by intense activity. As we learn more about each other's
capabilities, we have come to realize that the opportunities are even broader,
the potential even greater than we had anticipated. We are more excited than
ever about the value our combined firms will be creating together.
Yet in spite of this extraordinary potential, we have seen a recent decline in
Chase's and J.P. Morgan's stock prices. Naturally all of us have been watching
this closely, and we think it is important to put the stocks' performance into
an industry and market context.
The strategic logic and promise of our merger have been widely understood and
embraced by investors. Where investors have reservations, they mostly relate to
how fast and well they think we will execute on that promise and to the
near-term financial impact on earnings per share. This caused a decline in
Chase's share price on the announcement, which we had expected.
However, since the market close on September 13, the day our merger was
announced, Chase and Morgan stocks have declined by approximately 25%. The
stocks have moved closely together because of the fixed number of Chase shares
that Morgan shareholders will receive upon closing.
This decline reflects a difficult market for financial stocks, and is not
specific to either Chase or Morgan. To put it in perspective, over the same
period the S&P brokerage industry index declined by 22% and the S&P bank index
by 16%. Moreover, the large, global investment banking firms that today are our
most direct competitors have also
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seen large declines in their shares. Some examples: Goldman Sachs has declined
27%, Lehman Brothers 25%, Merrill Lynch 20%, and Morgan Stanley 32%.
We urge you not to become distracted by the daily ups and downs of the market.
For the many of us who own Chase or J.P. Morgan stock, the fixed exchange ratio
of the merger means that each shareholder will receive the agreed upon share of
the combined firm, regardless of stock price fluctuations. The market
fluctuations have not in the least reduced our commitment to the merger or our
enthusiasm about the benefits of combining our two companies.
Market outlooks change over time. Our merger is based on our long-term vision of
the value we can create together. If we do a good job on the fundamentals, we
will ultimately be rewarded. We are on the right track to building the best firm
for the future.
Sandy Warner Bill Harrison
Stockholders are urged to read the 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
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 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, N.Y.
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 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.
