MORGAN J P & CO INC
8-K, 1999-09-10
STATE COMMERCIAL BANKS
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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

                                 --------------

       Date of Report (Date of earliest event reported) September 8, 1999


                         J.P. MORGAN & CO. INCORPORATED
             (Exact name of registrant as specified in its charter)



       DELAWARE                         1-5885                   13-2625764
 (State or other juris-               (Commission               (IRS Employer
diction of incorporation)             File Number)           Identification No.)



        60 WALL STREET, NEW YORK, NEW YORK                  10260-0060
     (Address of principal executive offices)               (Zip Code)


        Registrant's telephone number, including area code (212) 483-2323
        -----------------------------------------------------------------


          (Former name or former address, if changed since last report)
   ===========================================================================



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ITEM 5.   OTHER EVENTS

          On September 8, 1999, the Registrant issued a press release announcing
          that Lloyd D. Ward, Chairman and Chief Executive Officer of Maytag
          Corporation, has been elected to the Board of Directors, effective
          immediately. A copy of such press release is filed herein as exhibit
          99a.

          On September 9, 1999, the Registrant issued a press release announcing
          that they had a planned update for the investment community covering
          the firm's progress on strategic initiatives. The firm's asset
          management and global markets activities as well as its productivity
          efforts were areas of specific focus. A copy of such press release is
          filed herein as exhibit 99b.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

          (a)  Financial Statements

               NONE.

          (b)  Pro Forma Financial Information

               NONE.

          (c)  Exhibits

               99a. Copy of press release of J.P. Morgan & Co. Incorporated
                    dated September 8, 1999.

               99b. Copy of press release of J.P. Morgan & Co. Incorporated
                    dated September 9, 1999.



<PAGE>   3





                                  SIGNATURES




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.







                                   J.P. MORGAN & CO. INCORPORATED
                                   ------------------------------
                                   (REGISTRANT)






                                   /s/ Grace B. Vogel
                                   ----------------------------
                                   NAME: Grace B. Vogel
                                   TITLE: Chief Accounting Officer



DATE: September 9, 1999


<PAGE>   1
J.P. Morgan & Co. Incorporated

News Release

                                                                   Exhibit 99a.


News release  IMMEDIATE                                        September 8, 1999



                 J.P. Morgan elects Lloyd Ward as a new director

     Lloyd D. Ward, Chairman and Chief Executive Officer of Maytag Corporation,
has been elected a director of J.P. Morgan & Co. Incorporated. His election is
effective immediately.

     Mr. Ward, 50, assumed his current responsibilities at Maytag last month. He
joined the company in 1996 as executive vice president and president of Maytag
Appliances, and was elected president and chief operating officer of Maytag
Corporation and a member of its Board in 1998. Prior to joining Maytag, Mr. Ward
worked for eight years at PepsiCo, Inc., where he held a variety of executive
positions.

     "We are very pleased that Lloyd Ward is joining J.P. Morgan's Board," said
Douglas A. Warner, chairman and CEO of Morgan. "Lloyd is an extraordinary leader
and marketing strategist. We will benefit greatly from his advice and
expertise," Mr. Warner added.

     Mr. Ward is a member of the Executive Leadership Council in Washington D.C.
He formerly served as a board member of Central and South West Corporation, the
YMCA of Dallas, Paul Quinn College, Jimmy Johnson Foundation for Children,
Inroads of Southwest Ohio, and Ronald McDonald House.

     Mr. Ward was born in Romulus, Michigan. He received a B.S. degree in
mechanical engineering from Michigan State University in 1970 and an M.B.A.
degree from Xavier University in Cincinnati, Ohio, in 1984. He and his wife have
two grown sons.

     J.P. Morgan is a leading global financial firm that meets critical
financial needs for business enterprises, governments, and individuals. The firm
advises on corporate strategy and structure, raises capital, makes markets in
financial instruments, and manages investment assets. Morgan also commits its
own capital to promising enterprises and invests and trades to capture market
opportunities.


                                     # # #

- --------------------------------------------------------------------------------
Press contacts:  J.P. Morgan            Joseph Evangelisti         212-648-9589
                 Maytag Corporation     James G. Powell            515-787-8392


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                                                                    Exhibit 99b.
News release:  IMMEDIATE                                       September 9, 1999


       J.P. Morgan briefs investors and analysts on strategic performance

         At a briefing today in New York, executives of J.P. Morgan & Co.
Incorporated provided a planned update for the investment community covering the
firm's progress on strategic initiatives. Morgan's chairman, Douglas A. Warner
III, hosted the meeting. The firm's asset management and global markets
activities as well as its productivity efforts were areas of specific focus.

- -     Ramon de Oliveira, head of Morgan's Asset Management Services group,
     discussed Morgan's global money management franchise. He outlined operating
     initiatives aimed at expanding margins as well as strategic initiatives to
     both increase assets gathered through key distribution channels and expand
     private banking activities in the affluent market. Total assets under
     management grew 24% in 1998 and at a 16% annualized rate in the first half
     of 1999. Pretax margin for the group rose to 17% at the end of the 1999
     first half, compared with 7% last year. Revenues from private banking in
     1998, approximately $600 million, represented half of total group revenues.

- -     Bill Winters and Nick Rohatyn, who lead the firm's global markets
     activities (comprising interest rate, foreign exchange, and credit markets)
     described a diversified global business that is a consistently important
     contributor to earnings. They highlighted growth potential in derivatives,
     emerging markets, and selected origination and financing capabilities.
     Revenues from the derivatives franchise totaled approximately $1.6 billion
     in 1998 and $1 billion in the first half of 1999 (reported in the firm's
     Global Finance sector), having grown at a compound annual rate of 14% in
     recent years. Revenues from emerging markets for the same two periods were
     approximately $400 million and $725 million, respectively. Winters and
     Rohatyn stressed J.P. Morgan's client franchise in global markets as the
     key driver of growth in this segment, as well as a record of profitability
     sustained over time despite periodic market volatility. Client revenues
     have accounted for approximately 85% of total global markets revenues from
     January 1996 through June 1999.

- -     Peter Hancock, chief financial officer, discussed Morgan's approach to
     maximize long-term risk-adjusted returns and gave a progress report on
     productivity initiatives. He said the firm was on track to achieve
     productivity savings, before bonuses and investment, of $400 million in
     1999 and was targeting a comparable level of productivity savings for next
     year. He stressed the firm's commitment to continuous productivity and

- --------------------------------------------------------------------------------
Press contact:                    Joseph Evangelisti                212-648-9589
Investor contact:                 Ann B. Patton                     212-648-9446

<PAGE>   2

     quality improvements. Ahead of schedule, the firm has substantially
     achieved its goal of reducing the capital used in credit activities by
     50%; broad-based efforts are now focused on generating improved returns on
     capital employed across the firm.

      Strong performance in Investment Banking and Equities was reviewed briefly
     by Warner. These activities produced combined pretax income of nearly $400
     million in the first half of 1999, reflecting gains in operating leverage
     as well as market share.

         Warner reported solid progress on strategic initiatives articulated at
the beginning of 1998 and reiterated the firm's performance goals: 15% to 20%
return on equity over the business cycle, and an efficiency ratio (the ratio of
expenses to revenues) in the mid-60s. For the first six months of 1999, J.P.
Morgan's return on equity was 20%, and its efficiency ratio was 64%.

         J.P. Morgan is a leading global financial firm that meets critical
financial needs for business enterprises, governments, and individuals. The firm
advises on corporate strategy and structure, raises capital, makes markets in
financial instruments, and manages investment assets. Morgan also commits its
own capital to promising enterprises and invests and trades to capture market
opportunities.

                                      # # #

Estimates or targets may differ from actual results and are subject to risks and
uncertainties, as discussed in J.P. Morgan's 1998 Annual Report filed with the
Securities and Exchange Commission.



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