SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
J.P. Morgan & Co. Incorporated
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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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 Form 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 J.P. Morgan's
Definitive Proxy Statement referred to below.
J.P. Morgan has filed with the SEC a Definitive Proxy Statement on Schedule 14A
relating to the proposed merger. Stockholders are advised to read the
definitive proxy statement because it contains important information.
Stockholders may obtain a free copy of the definitive proxy statement 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 definitive proxy statement and the SEC
filings incorporated by reference in the definitive proxy statement 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).
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[THE FOLLOWING WAS SENT TO EMPLOYEES OF J.P. MORGAN AND CHASE]
December 14, 2000
To all colleagues:
You all should have seen the news release issued this morning about the
progress of our merger and the lower fourth-quarter earnings outlook. The
current conditions in global capital markets make it a tough environment for
our trading businesses. Also to date in the fourth quarter, we experienced
declines in values of the public securities held by Chase Capital Partners.
Though expenses remain high in the quarter, we are targeting expenses to be
flat on a year-over-year basis (including Flemings for full year 2000).
We reported some good news on the merger front, which is progressing even more
rapidly than we had anticipated. Estimates of merger synergies have increased,
and client reactions continue to be favorable. As an example, our deal teams,
at the request of clients, have given 117 joint pitches and won 47 new
mandates, which are expected to lead to incremental revenues in excess of $200
million next year. We continue to believe strongly that the merger is about
creating long-term value, and we look forward to the momentum that our combined
strengths will provide.
Sandy Warner Bill Harrison
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 merge 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-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).
