SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8K
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 12, 2000
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J.P. Morgan & Co. Incorporated
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(Exact name of Registrant as Specified in Charter)
Delaware 1-5885 13-2625764
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
60 Wall Street, New York, New York 10260-0060
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 483-2323
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 13, 2000, The Chase Manhattan Corporation ("Chase") and
J.P. Morgan & Co. Incorporated ("J.P. Morgan") announced that they had entered
into an Agreement and Plan of Merger, dated as of September 12, 2000 (the
"Merger Agreement"), pursuant to which J.P. Morgan will merge with and into
Chase, with Chase as the surviving corporation (the "Merger"). Upon
effectiveness of the Merger, Chase will change its name to J.P.
Morgan Chase & Co.
As a result of the Merger, each outstanding share of common stock of
J.P. Morgan (other than shares owned by J.P. Morgan or Chase) will be converted
into 3.7 shares of common stock of Chase. Each outstanding share of preferred
stock of J.P. Morgan will be converted into one share of preferred stock of
Chase having substantially the same rights, powers, privileges and preferences
as the preferred share of J.P. Morgan which is converted.
The Merger is intended to constitute a reorganization under the
Internal Revenue Code of 1986, as amended, and will be accounted for as a
"pooling of interests". Consummation of the Merger is subject to various
conditions, including approval by the common stockholders of Chase and J.P.
Morgan and the receipt of required regulatory approvals. A copy of the Merger
Agreement is attached hereto as Exhibit 2.1 and a copy of the joint press
release of Chase and J.P. Morgan with respect to the Merger is attached hereto
as Exhibit 99.1.
In connection with the Merger Agreement, Chase and J.P. Morgan entered
into reciprocal stock option agreements, each dated as of September 12, 2000
(the "Stock Option Agreements"), pursuant to one of which Chase has the right,
under certain circumstances, to purchase up to 19.9% of the issued and
outstanding shares of common stock of J.P. Morgan, at a price per share equal to
$208.13, and pursuant to the other of which J.P. Morgan has the right, under
certain circumstances, to purchase up to 19.9% of the issued and outstanding
shares of common stock of
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Chase, at a price per share equal to $56.25. Copies of the Stock Option
Agreements are attached hereto as Exhibits 10.1 and 10.2.
The Merger Agreement, the Stock Option Agreements and the joint press
release are incorporated herein by reference and the above description of those
documents and the transactions contemplated thereby are qualified in their
entirety by reference to those exhibits.
FORWARD LOOKING STATEMENTS
A copy of the joint press release of Chase and J.P. Morgan is attached
as an exhibit hereto. That press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. 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. These uncertainties include: 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of September 12, 2000,
between The Chase Manhattan Corporation and J.P. Morgan & Co.
Incorporated
10.1 Stock Option Agreement, dated as of September 12, 2000,
between The Chase Manhattan Corporation and J.P. Morgan & Co.
Incorporated
10.2 Stock Option Agreement, dated as of September 12, 2000,
between J.P. Morgan & Co. Incorporated and The Chase Manhattan
Corporation
99.1 Joint Press Release, dated September 13, 2000, announcing the
execution of the Agreement and Plan of Merger between The
Chase Manhattan Corporation and J.P. Morgan & Co. Incorporated
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SIGNATURE
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.
Date: September 18, 2000
J.P. MORGAN & CO. INCORPORATED
/s/ Grace B. Vogel
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Name: Grace B. Vogel
Title: Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of September 12, 2000,
between The Chase Manhattan Corporation and J.P. Morgan & Co.
Incorporated
10.1 Stock Option Agreement, dated as of September 12, 2000,
between The Chase Manhattan Corporation and J.P. Morgan & Co.
Incorporated
10.2 Stock Option Agreement, dated as of September 12, 2000,
between J.P. Morgan & Co. Incorporated and The Chase Manhattan
Corporation
99.1 Joint Press Release, dated September 13, 2000, announcing the
execution of the Agreement and Plan of Merger between The
Chase Manhattan Corporation and J.P. Morgan & Co. Incorporated
