MORGAN J P & CO INC
8-K, 2000-04-05
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) March 30, 2000


                         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 March 30, 2000, the Registrant issued a press release
              announcing its partnership with Sony and Sakura Bank with the
              purpose of establishing an Internet bank in Japan. A copy of such
              press release is filed herein as exhibit 99a.

              On March 31, 2000, the Registrant issued a press release
              announcing the launching, in partnership with EDS, of Arcordia,
              the world's first independent internet-based derivative management
              and settlement company. Arcordia will provide transaction
              management and settlement services via the Internet for derivative
              products to financial institutions and corporations worldwide. 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 March 30, 2000.

                  99b.    Copy of press release of J.P. Morgan & Co.
                          Incorporated dated March 31, 2000.
<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: March 30, 2000

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J.P. Morgan
Akasaka Park Building
2-20, Akasaka 5-chome                                      [JPMorgan Letterhead]
Mirato-Ku, Tokyo 107-6151
www.jpmorgan.com
- --------------------------------------------------------------------------------

Press Statement                                                   March 30, 2000

  J.P. MORGAN TO PARTNER WITH SONY AND SAKURA BANK IN NEW ON-LINE BANK VENTURE

Tokyo, March 30 -- In conjunction with Sony Corporation's on-line banking
announcement today, Bruce Carnegie-Brown, chairman of J.P. Morgan Securities
Asia Pte. Limited, said the following:

"J.P. Morgan is proud to lend its support to Sony's planned establishment of a
Net Bank in Japan. We believe that the Sony Net Bank will quickly establish
itself as the leading internet bank in Japan and we are pleased to be a partner
in this exciting undertaking.

"J.P. Morgan has a market leadership position in providing private banking
services to clients in the U.S. for more than 100 years and, today, manages
more than $350 billion in assets for individuals and institutions globally.

"Two weeks ago in the United States, we extended the appeal of this service by
launching an on-line private banking service. This service combines trusted,
independent, integrated wealth management advice, which is a hallmark of J.P.
Morgan's reputation globally, with the state-of-the-art technology made
possible by the rapid development of internet-based e-commerce services.

"We have been an active participant in the Japanese market for more than 75
years, striving always to bring new ideas and innovation to this market. We are
delighted to be partnering with Sony Corporation and Sakura Bank to offer these
new capabilities to the Japanese market where the growth opportunities are
unparalleled."

                                    - end -

- --------------------------------------------------------------------------------
Contacts:           Tokyo          Peter McKillop                  813-5573-1224
                                   Shuri Fukunaga                  813-5573-1224

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For immediate release                                    Friday 31 March, 2000

         LAUNCH OF THE WORLD'S FIRST INDEPENDENT DERIVATIVES POST TRADE
         --------------------------------------------------------------
                  MANAGEMENT AND SETTLEMENT COMPANY: ARCORDIA
                  -------------------------------------------


Arcordia, the world's first independent internet-based derivative management and
settlement company is launched today by J.P. Morgan in partnership with EDS.
Arcordia will provide transaction management and settlement services via the
Internet for derivative products to financial institutions and corporations
world-wide. This pioneering service, founded on the derivatives transaction
management and settlement expertise of J.P. Morgan, and the renowned global
information technology (IT) resources of EDS, will offer clients:

- -    24 hour access to a leading internet based infrastructure for management
     and settlement of derivatives trades

- -    The option of fully or partially outsourced management and settlement
     services

- -    An efficient and secure environment for handling high volume and complex
     transactions

Arcordia will provide clients with the following benefits:

- -    Substantial savings on future transaction, management and investment costs

- -    Flexibility to respond to changes in the marketplace, peaks in volumes and
     the arrival of new products

- -    The benefit of years of investment in client servicing capability from one
     of the world's leaders in derivatives technology.

RAFIC DAHAN, CHIEF EXECUTIVE OF ARCORDIA COMMENTED:

"Arcordia provides a unique solution to eliminate capacity constraints, easily
integrate new products, improve client servicing and reduce ongoing investments
in a secure and controlled environment."

CHRISTOPHE HIOCO, CHIEF OPERATING OFFICER J. P. MORGAN EUROPE, COMMENTED:

"Arcordia is the perfect illustration of J.P. Morgan's global strategy for
operations in the e-economy. Our objective is to leverage the best expertise and
capabilities, whether they lie inside
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J.P. Morgan or not, to improve our product development cycle, client services
and efficiency."


BILL WINTERS, HEAD OF GLOBAL MARKETS AT J.P. MORGAN, COMMENTED:

'Following the success of our other e-commerce initiatives like LabMorgan,
Cygnifi and Market Axess Arcordia shows J.P. Morgan to be at the cutting edge of
change in the market place. Arcordia will offer its clients the ability to stay
ahead of these changes and provide the best value for their clients.'

JOHN MEYER, EDS CORPORATE VICE PRESIDENT, COMMENTED:

"The global marketplace in every industry is drastically different in today's
digital economy and continues to change rapidly. Every business, whether
traditional or new economy, must infuse e-business into their existing business
strategy to meet unprecedented competition. Arcordia can pave the way in the
financial services industry."



PRESS PRESENTATION
- ------------------

A PRESS PRESENTATION WILL BE HELD AT 1015 FOR 1030 ON FRIDAY 31 MARCH IN ROOM
10, 60 VICTORIA EMBANKMENT, LONDON.


FOR FURTHER INFORMATION CONTACT:

CHRISTINE HOLGATE, CORPORATE COMMUNICATION                     0171 325 4289

MICHAEL GOLDEN, CORPORATE COMMUNICATION, NEW YORK              212 648 3784


Notes to Editors
- -----------------

EDS may hold as much as a 9% stake in Arcordia, given the terms currently under
discussion. J.P. Morgan will retain a minority stake as other partners join.
Arcordia is a US based entity that will leverage technology and marketing
expertise from its UK subsidiary based at 1 Angel Court, London. The group will
initially employ 300 people many of whom will be transferred from J.P. Morgan's
own derivatives support staff. Employees will be offered a shareholding in the
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company. The Chief Executive Officer will be Rafic Dahan, Diane Brunsden will be
IT Solutions Director and David Marlborough Marketing and Business Services
Director. All three were formally senior executives at J.P. Morgan.





The Partners
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J.P. Morgan is a leading global financial services firm that meets the critical
financial needs of business enterprises, governments and individuals. The firm
advises on corporate strategy and structure, raises capital, makes markets in
financial instruments, and manages investment assets. It also commits its own
capital to promising enterprises and invests and trades to capture market
opportunities. The firm's web address is www.jpmorgan.com.
                                         -----------------

EDS is a recognized global leader in providing E-business and information
technology services to 9,000 business and government clients in about 50
countries around the world. Having founded the IT services industry more than 35
years ago, EDS delivers high value management consulting, electronic business
solutions, business process management, and systems and technology expertise to
help clients simplify complexity and achieve superior value in the digital
economy. The company brings deep industry practice knowledge to solve challenges
in a wide variety of industries, including communications, energy and chemicals,
financial services, government, healthcare, products and retailing, and travel
and transportation. EDS reported revenues of $18.5 billion in 1999. The
company's stock is traded on the New York Stock Exchange (NYSE:EDS) and the
London Stock Exchange. To find out more about the EDS vision, visit EDS via the
Internet at http://www.eds.com.
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