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.
[ ] Definitive additional materials.
[X] 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:
<PAGE>
Date: November 2, 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 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 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.
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
<PAGE> 2
2
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 & 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 slides were used in connection with a presentation on November 2,
2000 by Geoffrey T. Boisi, Vice Chairman of Chase's Investment Bank, at the
BancAnalysts Association of Boston Conference.]
<PAGE> 3
A WINNING GROWTH STRATEGY FOR
J.P. MORGAN & Co.
NOVEMBER 2, 2000
GEOFFREY T. BOISI
<PAGE> 4
KEY DRIVERS OF GROWTH
> UNPARALLELED
CLIENT BASE
> LEADING GLOBAL > PEOPLE & > EXTENDS COMPETITIVE
CAPABILITIES TECHNOLOGY ADVANTAGE
> PRODUCT LEADERSHIP
IN GROWTH MARKETS
1
<PAGE> 5
COMPLEMENTARY STRENGTHS
UNPARALLELED CLIENT BASE
J.P. MORGAN CHASE
------------------------------ ------------------------------
x BLUE CHIP INVESTMENT GRADE x NON-INVESTMENT GRADE
x EUROPE x NEW ECONOMY/EMERGING GROWTH
x JAPAN x ASIA (EX-JAPAN)
x FINANCIAL SPONSORS
J.P. MORGAN AND CHASE
------------------------------
x LATIN AMERICA
x U.S. CORPORATES
x HIGH NET WORTH
x FINANCIAL INSTITUTIONS
x INSTITUTIONAL INVESTORS
2
<PAGE> 6
COMPLEMENTARY STRENGTHS: CLIENT BASE
> PRELIMINARY OVERLAP OF PRIMARY INVESTMENT BANKING CLIENTS:
<TABLE>
<S> <C>
GENERAL INDUSTRIES 12%
FINANCIAL INSTITUTIONS 10%
TMT 9%
</TABLE>
> WHERE OVERLAP, OFTEN DIFFERENT FOCUS
3
<PAGE> 7
COMPLEMENTARY STRENGTHS
PRODUCT LEADERSHIP IN GROWTH MARKETS
J.P. MORGAN CHASE
------------------------------- -------------------------------
x EQUITY UNDERWRITING x NEW ECONOMY AND
ASIAN EQUITIES
x EQUITY & STRUCTURED
DERIVATIVES x FX & INTEREST RATE
DERIVATIVES
x GLOBAL M&A - EUROPE
x GLOBAL M&A
x EUROPE FIXED INCOME
x SYNDICATED &
x U.S. ASSET MANAGEMENT LEVERAGED FINANCE
x LABMORGAN x EUROPEAN & ASIAN
ASSET MANAGEMENT
x CHASE.COM
x OPERATING SERVICES
4
<PAGE> 8
COMPLEMENTARY STRENGTHS: PRODUCTS
<TABLE>
<CAPTION>
PRO FORMA
PRODUCT REVENUE CONTRIBUTION(1)
-------------------------------------------------------
<S> <C>
EQUITY DERIVATIVES 90% J.P. MORGAN
SYNDICATION 80% CHASE
CREDIT DERIVATIVES 80% J.P. MORGAN
COMMODITY DERIVATIVES 80% CHASE
FUTURES/OPTIONS DERIVATIVES 100% J.P. MORGAN
</TABLE>
(1) BASED ON SEPTEMBER 2000 YTD NUMBERS.
5
<PAGE> 9
COMPLEMENTARY STRENGTHS: GEOGRAPHY
OVER 100 LOCATIONS WORLDWIDE
[MAP OF LOCATIONS WORLDWIDE, SHOWING J.P. MORGAN LOCATIONS, CHASE LOCATIONS AND
J.P. MORGAN AND CHASE COMMON LOCATIONS]
6
<PAGE> 10
THE NEW COMPETITIVE MODEL
SERVING THE SPECTRUM OF CLIENTS NEEDS GLOBALLY
______________
TRUSTED ADVICE
MARKET INFORMATION
______________________________________________________________________________
| |
|Corporate Issuers |
|----------------- |
| |
| --------- |
|Strategic > Credit > Debt > Equity > Risk > Private > | Wealth | |
|Advice Mgmt. Equity | Mgmt. | |
| --------- |
| |
| |
| OPERATING SERVICES: Cash Mgmt., Trustee, Custody |
| |
| |
|Investors/Dealers |
|----------------- |
| --------- |
| Research > Structuring > Sales & Trading > |Analytics| |
| --------- |
______________________________________________________________________________
DISTRIBUTION POWER
7
<PAGE> 11
PRODUCT LEADERSHIP IN GROWTH SECTORS
ADVISORY & CAPITAL RAISING - 9 MONTHS PRO FORMA
<TABLE>
<CAPTION>
RANKED BY RANKED BY
$VOLUME # OF DEALS
------- ----------
<S> <C> <C> <C>
SYNDICATED LOANS GLOBAL #1
U.S. #1
BONDS INV. GRADE GLOBAL #4
INV. GRADE U.S. #2
HIGH YIELD GLOBAL #5
HIGH YIELD U.S. #5
ADVISORY GLOBAL #4 #1
U.S. #4 #2
EUROPE #4 #1
EURO. CROSS-BORDER #5 #1
EQUITY GLOBAL OFFERINGS #7 #6
U.S. OFFERINGS #6 #7
U.S. IPOS #9 #5
</TABLE>
8
<PAGE> 12
STRONG PRESENCE IN EQUITY RESEARCH
GLOBAL EQUITY RESEARCH
<TABLE>
<CAPTION>
# OF RESEARCH # OF COMPANIES
PROFESSIONALS COVERED
===================================================================================
<S> <C> <C>
MERRILL LYNCH 600 3,600
-----------------------------------------------------------------------------------
J.P. MORGAN/CHASE* 493 5,238
===================================================================================
DEUTSCHE BANK ALEX BROWN 447 2,500
CSFB/DLJ 418 4,000
SALOMON SMITH BARNEY 325 2,800
GOLDMAN SACHS 259 2,000
MORGAN STANLEY DEAN WITTER 254 2,020
LEHMAN BROTHERS 127 1,400
ROBERTSON STEPHENS 44 1,221
</TABLE>
* PRO FORMA AS OF 10/15/00
9
<PAGE> 13
POWERFUL GLOBAL DISTRIBUTION CAPABILITY
- 772 INSTITUTIONAL SALES PEOPLE COVERING 4,855 INSTITUTIONS (PRO FORMA
AS OF 10/15/00)
- CHASE H&Q - LARGEST GLOBAL SALES ORGANIZATION FOCUSED EXCLUSIVELY ON
THE "NEW ECONOMY"
- J.P. MORGAN - FOCUSED EXCLUSIVELY ON 400 LARGE, BEST-OF-CLASS
INSTITUTIONS
10
<PAGE> 14
AWARD WINNING RESEARCH
--------------------------------------------------------------------------------
[INSTITUTIONAL INVESTOR LOGO]
--------------------------------------------------------------------------------
18 #1 RANKINGS:
ALL-AMERICAN EQUITY RESEARCH
ALL-EUROPE RESEARCH
ALL-ASIA RESEARCH
LATIN AMERICAN RESEARCH
ALL-AMERICAN FIXED INCOME RESEARCH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[GLOBAL INVESTOR LOGO]
--------------------------------------------------------------------------------
9 #1 RANKINGS:
ECONOMIC RESEARCH
GOVERNMENT BOND RESEARCH
FX SURVEY RESEARCH & ANALYSIS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[LATIN FINANCE LOGO]
--------------------------------------------------------------------------------
6 #1 RANKINGS:
DEBT RESEARCH TEAM COVERAGE
QUANTITATIVE ANALYST - LATIN AMERICA
11
<PAGE> 15
LEADERSHIP IN RISK MANAGEMENT PRODUCTS
--------------------------------------------------------------------------------
[RISK LOGO] #1 Rank Overall:
[EMERGING MARKETS INVESTOR LOGO]
[INSTITUTIONAL INVESTOR LOGO] Equity Derivatives
[IFR LOGO]
[GLOBAL INVESTOR LOGO] Credit Derivatives
[EURO MONEY LOGO]
[DERIVATIVES STRATEGY LOGO] Interest Rate Derivatives
[ASIA RISK LOGO]
Foreign Exchange
--------------------------------------------------------------------------------
12
<PAGE> 16
A LEADER IN WEALTH MANAGEMENT
ASSETS UNDER MANAGEMENT AS OF 12/31/99(1)
<TABLE>
<CAPTION>
RANK US INSTITUTIONS AUM ($B)
==============================================================
<S> <C> <C>
1 FIDELITY INVESTMENTS $956
2 BARCLAYS GLOBAL ADVISORS 783
--------------------------------------------------------------
3 J.P. MORGAN/CHASE PRO FORMA(2) 720
==============================================================
4 STATE STREET GLOBAL ADVISORS 672
5 CAPITAL GROUP COS. 558
6 MERRILL LYNCH ASSET MGMT 557
7 MELLON FINANCIAL 463
8 AXA FINANCIAL 463
9 MORGAN STANLEY DEAN WITTER 420
10 CITIGROUP 419
</TABLE>
SOURCE: INSTITUTIONAL INVESTOR
(1) GLOBAL RANKINGS OF INVESTMENT MANAGEMENT FIRMS BY ASSETS UNDER MANAGEMENT
("AUM")
(2) INCLUDES $48 BILLION FOR PRO RATA SHARE OF AMERICAN CENTURY; PRO FORMA FOR
ROBERT FLEMING
13
<PAGE> 17
STRATEGY
INTEGRATED DELIVERY MODEL
- PRODUCER/LEADER/MANAGER
- GLOBAL ORIENTATION
- Functional capability (i.e. products)
- Industry sector insight
- REGIONAL ORIENTATION
- Client origination/coverage
- Distribution
- Risk management
- FLEXIBILITY REQUIRED TO ADDRESS IDIOSYNCRATIC DEVELOPMENT OF GEOGRAPHIC
REGIONS
14
<PAGE> 18
APPROACH
FOUR DIMENSIONAL COVERAGE
- CLIENT SERVICE
- Client team foundation
- Target/prioritize/coordinated comprehensive coverage
- COMPREHENSIVE GEOGRAPHIC COVERAGE
- Become integral part of business establishment and social fabric of
community
- Large Cap/growth company (seed company)
- PRODUCT FOCUS
- Idea driven by staying on top of high value added innovations &
trends
- INDUSTRY SPECIALIZATION
- Participate in global flows
- Capitalize on specialized terminology & valuation techniques
15
<PAGE> 19
CLIENT SERVICE & RELATIONSHIP DEVELOPMENT
CLIENT MANAGEMENT
(Corporate)
Client
Team
|
WEALTH Client__ RESEARCH __Client STRATEGIC ADVICE
MANAGEMENT Team Team (M&A)
|
Client
Team
CAPITAL
MARKETS
16
<PAGE> 20
PRODUCT FOCUS
RESTRUCTURING GLOBAL SERVICES
PENSION PRODUCTS LOAN PRODUCT
*
WEALTH MANAGEMENT Client ** Client MONEY MARKET
* *
PRIVATE EQUITY Team * * Team HIGH YIELD/
* RESEARCH * LEVERAGED FIN.
REAL ESTATE Coverage * * Coverage
* * * * * * * * * * HIGH GRADE DEBT
Client Team Coverage
M&A-RELATED EQUITY-RELATED COMMODITY/RATE
PRODUCTS PRODUCTS DERIVATIVES
17
<PAGE> 21
INDUSTRY CONCENTRATION
CLIENT MANAGEMENT
INDUSTRY LIAISONS
--------------------------------------------------------------------------------
TMT
TECHNOLOGY
E-COMMERCE
MEDIA / ENTERTAINMENT
TELECOM
COMMUNICATION EQUIPMENT
WEST REGION
HEALTHCARE / PHARMACEUTICAL
-----------------------
GENERAL INDUSTRIES RESEARCH
-----------------------
FINANCIAL SPONSORS STRATEGIC ADVICE
REAL ESTATE -----------------------
CONSUMER RETAIL DEBT CAPITAL MARKETS
E - MW - S - W - CANADA > -----------------------
MIDDLE MARKET EQUITY CAPITAL MARKETS
BASIC INDUSTRIALS -----------------------
CAPITAL RESOURCES REAL ESTATE
CHEMICALS -----------------------
ENERGY PRIVATE EQUITY
TRANSPORTATION -----------------------
NATURAL RESOURCES WEALTH MANAGEMENT
------------------------
FINANCIAL INSTITUTIONS
BANKS
INSURANCE
SPECIALTY FINANCE
GOVERNMENTS & CENTRAL BANKS
--------------------------------------------------------------------------------
18
<PAGE> 22
BUSINESS BUILDING BLOCKS
Geographic Coverage
AMERICAS
NORTH
SOUTH
MID WEST
FAR WEST
CANADA
LATIN AMERICA
INTERNATIONAL
EUROPE
ASIA
JAPAN
EMERGING MKTS
19
<PAGE> 23
INVESTMENT BANK - PRO FORMA FINANCIALS
<TABLE>
<CAPTION>
2000*
<S> <C>
REVENUE $20 BILLION
EXPENSES $13 BILLION
PRE-TAX PROFITS $ 7 BILLION
HEADCOUNT 41,000
</TABLE>
* EIGHT MONTHS ANNUALIZED.
20
<PAGE> 24
REVENUES ARE WELL DIVERSIFIED BY PRODUCT
INVESTMENT BANK REVENUE MIX
<TABLE>
<CAPTION>
J.P. MORGAN CHASE J.P. MORGAN/CHASE
<S> <C> <C> <C>
M&A & EQUITIES 43% 21% 30%
CREDIT & RATES 46% 45% 45%
OPERATING SERVICES 0% 27% 17%
OTHER 11% 7% 8%
TOTAL 100% 100% 100%
</TABLE>
21
<PAGE> 25
REVENUES ARE WELL DIVERSIFIED BY GEOGRAPHY
Pro Forma Net Revenues (1999)
[PERCENTAGE OF REVENUE BAR CHART]
<TABLE>
<CAPTION>
International Domestic
<S> <C> <C>
JP Morgan & Co. 48% 52%
Goldman Sachs 36% 64%
Merrill Lynch 35% 65%
Morgan Stanley 25% 75%
</TABLE>
[PERCENTAGE OF REVENUE BY GEOGRAPHY PIE CHART]
<TABLE>
<S> <C>
Domestic 52%
Europe ME & Africa 29%
Asia-Pacific 12%
Latin America 6%
Other 1%
</TABLE>
22
<PAGE> 26
ABILITY TO INTEGRATE AND EXECUTE
- Track record of successful integrations
- Inclusive approach to integration
- Common cultural elements
- More focused, less complex than prior mergers
- Retention driven by opportunity and incentives
23
<PAGE> 27
EXECUTION AT A FAST PACE IS ON TRACK
- Framework for managing the integration in place
- Uniform tracking tools designed to measure synergies
- Major U.S. regulatory applications filed
- Systems and real estate inventories under way
- 250 top jobs at Investment Bank named
- Corporate staff announcement in process
- Strong cultural fit
24
<PAGE> 28
ACCRETIVE TO EPS AS SYNERGIES REALIZED
<TABLE>
<S> <C>
J.P. Morgan fully diluted shares 186 million
Exchange 3.7x
-------------
Chase Shares Issued 688 million
Chase 2001 consensus EPS(1) $ 4.45
Required earnings from J.P. Morgan $ 3.1 billion
J.P. Morgan 2001 consensus earnings(1) 2.2 billion
-------------
Required break even synergies $ 0.9 billion
Baseline Synergies (after-tax) $ 1.2 billion
</TABLE>
(1) As published by First Call (9/00). J.P. Morgan 2001 consensus estimate of
$12.06 per share. For analytical purposes only. Does not constitute endorsement
of, or concurrence with, any of the estimates by J.P. Morgan or Chase
25
<PAGE> 29
SYNERGIES DRIVE PROFITABILITY AND GROWTH
- INCREMENTAL REVENUE OF $1 BILLION
- NET $400 MILLION AFTER INCREMENTAL EXPENSES
- SAVINGS OF $1.5 BILLION
- 11% OF TOTAL RELEVANT COMBINED EXPENSES
- FULLY IN PLACE BY END OF YEAR 2
- BUSINESS BY BUSINESS REVIEW UNDER WAY
26
<PAGE> 30
THE CASE FOR HIGHER VALUATION
- HIGHER GROWTH
- LEADERSHIP DRIVES HIGHER RETURNS
- GREATER DIVERSIFICATION/RISK REDUCTION
- FREE CASH FLOW GENERATION
- COMPLETES THE PLATFORM
27
<PAGE> 31
--------------------------------------------------------------------------------
This presentation 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 Chase's and J.P Morgan's
management 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 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 and in the Registration Statement
on Form S-4 filed by Chase on October 5, 2000 with the Securities and Exchange
Commission.
The proposed transaction will be submitted to Chase's and J.P. Morgan's
stockholders for their consideration. Such stockholders should read the
definitive 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 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, 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.
28
