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: November 30, 2000 Commission file number 1-5805
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THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 270-6000
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Item 5. Other Events
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On November 30, 2000, The Chase Manhattan Corporation and J. P. Morgan &
Co. Incorporated announced the Board of Directors of J. P. Morgan Chase & Co.,
effective upon the consummation of the merger between Chase and J. P. Morgan.
Attached as an exhibit is a copy of the press release with respect to the
foregoing.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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The following exhibit is filed with this report.
Exhibit Number Description
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99.1 Press Release
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.
THE CHASE MANHATTAN CORPORATION
(Registrant)
/s/ Dina Dublon
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Dated: December 1, 2000 Dina Dublon
Chief Financial Officer
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Investor Contacts: John Borden 212-270-7318 Press Contacts: Joe Evangelisti
Ann Patton 212-648-9445 212-648-9589
Jon Diat
212-270-5089
CHASE AND J.P. MORGAN ANNOUNCE NEW BOARD OF DIRECTORS
New York, November 30, 2000 -- The Chase Manhattan Corporation and J.P.
Morgan & Co. Incorporated announced today the Board of Directors of J.P. Morgan
Chase & Co., effective upon the consummation of the merger. Under the terms of
the merger agreement, the Board is to consist of 15 Directors, including Douglas
A. Warner III as Chairman, and William B. Harrison Jr. as President and Chief
Executive Officer, eight outside Directors designated by Chase and five outside
Directors designated by J.P. Morgan.
Shareholder meetings for both Chase and J.P. Morgan have been scheduled for
December 22. Subject to receiving the shareholder and requisite regulatory
approvals, the merger is anticipated to close on December 31, 2000. Following
the merger, the members of the Board of Directors will be:
Hans W. Becherer, Retired Chairman and Chief Executive Officer, Deere &
Co.*
Riley P. Bechtel, Chairman and Chief Executive Officer, Bechtel Group,
Inc.**
Frank A. Bennack Jr., President and Chief Executive Officer, The Hearst
Corporation*
Lawrence A. Bossidy, Retired Chairman of the Board, Honeywell International
Inc.**
M. Anthony Burns, Chairman, Ryder System, Inc. *
H. Laurance Fuller, Retired Co-Chairman, BP Amoco p.l.c. *
Ellen V. Futter, President and Trustee, American Museum of Natural
History **
William H. Gray III, President and Chief Executive Officer, The College
Fund/UNCF *
William B. Harrison Jr., President and Chief Executive Officer
Helene L. Kaplan, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP*
Lee R. Raymond, Chairman of the Board and Chief Executive Officer,
Exxon Mobil Corporation **
John R. Stafford, Chairman, President and Chief Executive Officer,
American Home Products Corporation *
Lloyd D. Ward, Former Chairman of the Board and Chief Executive
Officer, Maytag Corporation **
Douglas A. Warner III, Chairman
Marina v.N. Whitman, Professor of Business Administration and Public
Policy, University of Michigan *
* designated by Chase
** designated by J.P. Morgan
In a joint statement, Messrs. Warner and Harrison expressed the warmest
appreciation for all that each of their respective Boards has achieved and for
their understanding and support in establishing the Board structure for the
merged company.
Chase can be reached on the web at www.chase.com, and J.P. Morgan's web address
is www.jpmorgan.com.
In connection with the proposed transaction, Chase has filed a Registration
Statement on Form S-4 with the Securities and Exchange Commission containing a
joint proxy statement-prospectus with regard to the proposed merger.
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 and the SEC filings that will be incorporated
by reference in 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 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.
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