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Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-83749
[JPMORGANCHASE LOGO]
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan of J.P. Morgan Chase & Co. provides you with:
o a simple and convenient method of investing in our common stock by
reinvesting the cash dividends you receive on our common stock, preferred
stock or depositary shares in our common stock; and
o the ability to make purchases of our common stock under the Plan without
incurring any trading fees or service charges for your purchases.
The Dividend Reinvestment Plan allows you to:
o reinvest all or part of your common stock dividends in additional shares
of our common stock;
o reinvest all (but not part) of your dividends on our preferred stock or
depositary shares in additional shares of our common stock;
o deposit stock into the Plan; and
o sell shares held in the Plan.
We have registered 3,000,000 shares of common stock for sale under the Dividend
Reinvestment Plan.
Our common stock is listed on the New York Stock Exchange and on the London
Stock Exchange under the ticker symbol "JPM". On January 8, 2001, the last
reported sale price of the common stock on the New York Stock Exchange was
$49 1/4 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE COMMON STOCK OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
YOU SHOULD KEEP THIS PROSPECTUS FOR FUTURE REFERENCE.
The date of this prospectus is January 10, 2001.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH ANY OTHER INFORMATION. WE ARE NOT MAKING AN OFFER OF SECURITIES IN ANY
PLACE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT OF THIS DOCUMENT.
TABLE OF CONTENTS
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Where You Can Find More Information
About J.P. Morgan Chase & Co. ........... 3
J.P. Morgan Chase & Co. .................... 4
Merger with J.P. Morgan ................. 4
Business ................................ 4
The Plan ................................... 4
Purpose ................................. 4
Advantages .............................. 5
Administration .......................... 5
Costs ................................... 5
Participation ........................... 5
Purchases ............................... 7
Federal Income Tax Consequences ......... 8
Reports to Participants ................. 9
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Discontinuation of Participation in
the Plan ............................. 9
Withdrawal of Shares of Common
Stock from Plan Accounts ............. 10
Other Information ....................... 11
Use of Proceeds ............................ 12
Description of Capital Stock ............... 12
Common Stock ............................ 12
Preferred Stock ......................... 12
Depositary Shares ....................... 16
Legal Matters .............................. 18
Experts .................................... 18
Indemnification ............................ 18
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WHERE YOU CAN FIND MORE INFORMATION ABOUT
J.P. MORGAN CHASE & CO.
J.P. Morgan Chase & Co. ("J.P. Morgan Chase," which may be referred to as "we"
or "us") files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York, and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information about the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede that information.
We incorporate by reference the documents listed below and any future filings
we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000;
(c) Current Reports on Form 8-K filed on January 21, 2000, February 9, 2000,
March 22, 2000, April 11, 2000, April 19, 2000, May 22, 2000, June 12, 2000,
June 20, 2000, July 20, 2000, August 3, 2000, September 18, 2000, October
19, 2000, November 1, 2000, November 28, 2000, November 29, 2000, December
1, 2000, December 14, 2000, December 26, 2000 and January 4, 2001; and
(d) The description of our common stock contained in our registration statement
filed under Section 12 of the Securities Exchange Act of 1934, and any
amendment or report filed for the purpose of updating that description.
YOU MAY REQUEST A COPY OF THE FILINGS DESCRIBED ABOVE, AT NO COST,
BY WRITING TO OR TELEPHONING US AT THE FOLLOWING ADDRESS:
OFFICE OF THE SECRETARY
J.P. MORGAN CHASE & CO.
270 PARK AVENUE
NEW YORK, NEW YORK 10017
212-270-4040
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J.P. MORGAN CHASE & CO.
J.P. Morgan Chase is a financial holding company incorporated under Delaware
law in 1968. As of September 30, 2000, on a pro forma basis after giving effect
to the merger referred to below, we were the second largest banking institution
in the United States, with approximately $707 billion in assets and
approximately $40 billion in stockholders' equity.
MERGER WITH J.P. MORGAN
On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan") merged
with and into The Chase Manhattan Corporation ("Chase"). Upon completion of the
merger, Chase changed its name to "J.P. Morgan Chase & Co." In the merger:
o Each outstanding share of J.P. Morgan common stock was converted into 3.7
shares of common stock of J.P. Morgan Chase;
o Each outstanding share of preferred stock of J.P. Morgan was converted into
a share of a corresponding series of preferred stock of J.P. Morgan Chase
having substantially the same terms; and
o All outstanding shares of Chase common stock and preferred stock remained
outstanding shares of J.P. Morgan Chase.
The merger was accounted for as a pooling of interests. As a result, financial
information prepared following completion of the merger and incorporated by
reference in this prospectus will present the combined results of Chase and
J.P. Morgan as if the merger had been in effect for all periods presented.
BUSINESS
We are a global financial services firm with operations in over 60 countries.
Our principal bank subsidiaries are The Chase Manhattan Bank ("Chase Bank") and
Morgan Guaranty Trust Company of New York ("Morgan Bank"), each of which is a
New York banking corporation headquartered in New York City, and Chase
Manhattan Bank USA, National Association, headquartered in Delaware ("Chase
USA"). Our principal non-bank subsidiaries are our investment bank
subsidiaries, Chase Securities Inc. ("Chase Securities") and J.P. Morgan
Securities Inc. ("J.P. Morgan Securities"). We expect Chase Bank to merge with
Morgan Bank and Chase Securities to merge with J.P. Morgan Securities in
mid-2001. Unless the context otherwise requires, references in this prospectus
to Chase Bank, Morgan Bank, Chase Securities and J.P. Morgan Securities also
refer to the successor corporations in those mergers.
Our principal executive office is located at 270 Park Avenue, New York, New
York 10017. Our telephone number is (212) 270-6000.
THE PLAN
The following is a question-and-answer statement of the terms of our Dividend
Reinvestment Plan (the "Plan") in effect on the date of this prospectus.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides holders of record of our common stock and Other Eligible
Securities, described below, with a simple and convenient way to invest the
cash dividends on those securities in our common stock without paying any
trading fees or service charges. The shares available under the Plan will be
acquired either directly from us or in the open market, as we determine from
time to time. If you acquire them from us, we will receive additional funds for
general corporate purposes.
As of the date of this prospectus, our "Other Eligible Securities" consist of
the following securities:
o Our Adjustable Rate Cumulative Preferred Stock, Series A, stated value $100
per share (our "Series A preferred stock");
o Our Depositary Shares (our "depositary shares"), each representing one-tenth
of one share of 6 5/8% Cumulative Preferred Stock, stated value $500 per
share (our "6 5/8% preferred stock");
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o Our Adjustable Rate Cumulative Preferred Stock, Series L, stated value $100
per share (our "Series L preferred stock");
o Our 10.84% Cumulative Preferred Stock, stated value $25 per share (our
"10.84% preferred stock");
o Our Adjustable Rate Cumulative Preferred Stock, Series N, stated value $25
per share (our "Series N preferred stock"); and
o Our Fixed/Adjustable Rate Noncumulative Preferred Stock, stated value $100
per share (our "Fixed/Adjustable preferred stock").
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
If you elect to participate in the Plan, you can benefit from the following
advantages:
o NO TRADING FEES OR SERVICE CHARGES FOR REINVESTMENT. If you elect to
participate in the Plan, you will not pay any trading fees or service
charges in connection with your reinvestment of dividends in our common
stock.
o FULL INVESTMENT, INCLUDING FRACTIONAL SHARES. Fractions of shares, as well
as whole shares, will be credited to your Plan account. Dividends on those
fractional shares will also be reinvested and credited to your Plan
account.
o DOLLAR COST AVERAGING. As a Plan participant you can take advantage of
dollar cost averaging through regular and consistent purchases of common
stock under the Plan.
o SIMPLIFIED RECORDKEEPING. As a Plan participant you will receive a quarterly
statement of account, which will simplify your recordkeeping.
In addition, if you are a holder of record of common stock, you may elect to
have all or only a specified portion of the dividends on your common stock
reinvested under the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
Mellon Investor Services, LLC, formerly known as ChaseMellon Shareholder
Services, L.L.C. (the "Plan Administrator"), administers the Plan, keeps
records, sends Plan account statements to participants and performs other
duties under the Plan. You may contact the Plan Administrator as follows:
BY TELEPHONE:
1-800-758-4651
BY MAIL:
Mellon Investor Services, LLC
Dividend Reinvestment Department
P.O. Box 3336
South Hackensack, New Jersey 07606-1936
The above telephone number will also allow you to access the Plan
Administrator's interactive voice response (IVR) system, which will permit you
to transact business under the Plan by telephone. You must obtain a personal
identification number (PIN) from the Plan Administrator to access this system.
This system will be subject to change at any time.
COSTS
4. HOW MUCH DOES IT COST TO PARTICIPATE IN THE PLAN?
Nothing. You will not incur trading fees or service charges for your purchases
of our common stock under the Plan. We will pay all administrative costs, as
well as all fees, commissions and other expenses incurred in connection with
purchases of our common stock under the Plan. However, you will incur certain
costs if you elect to withdraw fractional shares from the Plan or if you sell
shares upon your withdrawal from the Plan. See Questions 20 and 21 below for an
explanation of those costs.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
If you are a holder of record of our common stock or Other Eligible Securities,
you are eligible to participate in the Plan. You are a holder of record if your
shares of common stock or Other Eligible Securities are registered in your own
name rather than in the name of a bank, custodian or nominee.
If your shares of common stock or Other Eligible Securities are registered in
the name of a broker, nominee or other person and not in your own name, you are
a beneficial owner
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rather than a holder of record. In that case, in order to become eligible to
participate in the Plan, you must either become a holder of record by having
those securities transferred to your own name or make appropriate arrangements
with your nominee to participate on your behalf.
In general, if you are a nominee holding common stock or Other Eligible
Securities on behalf of a beneficial owner, you may participate in the Plan and
make elections with respect to the common stock and Other Eligible Securities
of that beneficial owner to the same extent as the beneficial owner could if it
held the securities in its own name. If you are a nominee or broker and wish to
participate in the Plan, you should contact the Dividend Reinvestment
Department of the Plan Administrator at 1-800-758-4651.
Once you become a participant in the Plan, you may continue to participate in
the Plan as long as you are the record holder of common stock or Other Eligible
Securities or the Plan Administrator holds at least one full share of common
stock beneficially owned by you in your Plan account.
You may not transfer your right to participate in the Plan to another person.
6. HOW DO I JOIN THE PLAN?
If you are eligible to participate, you may join the Plan by signing an
Authorization Card, as described under Question 9 below, and returning it to
the Plan Administrator. You may obtain an Authorization Card and further
information about the Plan by contacting the Plan Administrator as set forth
under Question 3 above.
If you are a holder of record of common stock and hold your shares in
certificate form, you may also elect to participate in the Plan by depositing
your certificates for common stock with the Plan Administrator. Upon that
deposit, you will begin to receive dividend reinvestment on the shares
deposited.
7. DOES THE PLAN PERMIT PARTIAL REINVESTMENT?
The Plan permits partial reinvestment of dividends on common stock but not on
Other Eligible Securities.
If you are a record holder of shares of our common stock, you may elect to have
dividends on all or any whole number of those shares reinvested under the Plan
by indicating on the applicable Authorization Card the number of shares as to
which you are authorizing reinvestment, as described under Question 9 below.
After you make an initial election, you may change (that is, reduce or
increase) the number of shares to which dividend reinvestment on your shares of
common stock will apply by submitting to the Plan Administrator a new
Authorization Card indicating your new election.
In order to have dividends on any series of Other Eligible Securities
reinvested under the Plan, you must elect to reinvest the dividends on all
shares of that series of Other Eligible Securities that are registered in your
name. However, if you hold shares of more than one series of Other Eligible
Securities, or if you hold Other Eligible Securities and common stock, you may
elect to participate in the Plan with respect to any number of those classes of
securities, subject to the applicable provisions described above with respect
to each particular series.
If you are a nominee that holds our common stock or Other Eligible Securities
on behalf of more than one beneficial owner, you may participate in the Plan on
behalf of fewer than all of those beneficial owners. In addition, you may make
elections under the Plan on behalf of any particular beneficial owner to the
same extent as the beneficial owner could if that beneficial owner held the
shares of common stock or Other Eligible Securities in his or her own name.
8. WHEN MAY I JOIN THE PLAN?
If you are eligible to participate, you may join the Plan at any time. If the
Plan Administrator receives your Authorization Card with respect to a
particular class or series of securities on or before the record date for a
dividend payment on that class or series of securities, reinvestment of
dividends on that class or series of securities will begin with that dividend
payment. However, if the Plan Administrator receives your Authorization Card
after the record date, reinvestment of dividends on that class or series of
securities will begin with the dividend payment date following the next record
date.
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Dividend payment dates with respect to our common stock and Other Eligible
Securities are typically as follows:
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OTHER ELIGIBLE
COMMON STOCK SECURITIES
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January 31 March 31
April 30 June 30
July 31 September 30
October 31 December 31
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The record dates for dividends on our common stock are generally the sixth day
of the month in which the dividend payment date falls. The record dates for
dividends on our Other Eligible Securities are generally the fifteenth day of
the month in which the dividend payment date falls.
9. WHAT DO THE AUTHORIZATION CARDS PROVIDE?
There are two types of Authorization Cards that you may submit under the Plan.
Both types provide for the purchase of our common stock, but one relates solely
to reinvestment of dividends on our common stock and the other relates to
reinvestment of dividends on our Other Eligible Securities. Each type of
Authorization Card directs us to pay to the Plan Administrator the cash
dividends on the securities specified by you that otherwise would be payable to
you so that the Plan Administrator can reinvest that cash in our common stock
in accordance with the Plan.
COMMON STOCK AUTHORIZATION CARD. When completing the Authorization Card
relating solely to common stock, you must indicate:
o whether you are electing full or partial reinvestment;
o if you are electing partial reinvestment, the number of shares as to which
you are electing reinvestment; and
o whether you are electing to deposit common stock certificates that are
registered in your name with the Plan Administrator. If you elect to use
this feature:
o you should send your certificates to the Plan Administrator
(together with an appropriately completed Authorization Card or a
written request that the shares be added to your Plan account) by
registered mail, return receipt requested, and should insure them
in an amount sufficient to cover the bond premium that would be
charged to replace the certificates if they were lost or destroyed;
o dividends on all shares deposited will be reinvested in our common
stock;
o your quarterly statement of account will show the total number of
shares of common stock deposited in your Plan account; and
o there will be no charge to you for the safekeeping of the common
stock certificates that you have deposited.
OTHER ELIGIBLE SECURITIES AUTHORIZATION CARD. When completing the Authorization
Card relating to Other Eligible Securities, you must check the box adjacent to
each series of securities as to which you are electing reinvestment. Dividends
on all shares of each series specified that are registered in your name will be
reinvested.
CHANGING YOUR ELECTION. You may change any election made under the Plan by
submitting a new Authorization Card indicating the new election to the Plan
Administrator at the address set forth under Question 3 above.
PURCHASES
10. WHAT IS THE SOURCE OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE
UNDER THE PLAN?
At our discretion, the shares of common stock purchased under the Plan will be:
o authorized but unissued shares purchased directly from J.P. Morgan Chase;
o shares purchased directly from our treasury;
o shares purchased in the open market; or
o shares purchased by a combination of the above.
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR MY ACCOUNT?
The number of shares purchased for your account will depend on the amount of
dividends you choose to reinvest under the Plan and the purchase price of our
common stock at the time of the reinvestment.
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Each participant's Plan account will be credited with the number of shares of
our common stock, including fractional shares computed to the nearest ten
thousandth (four decimal places), equal to (1) the total dollar amount of
dividends to be invested by the participant divided by (2) the purchase price
per share of our common stock, determined as described under Question 13 below.
12. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Purchases of authorized but unissued shares of our common stock and shares of
common stock held in our treasury will be made on the dividend payment date of
the common stock or Other Eligible Securities as to which you have elected
dividend reinvestment. The Plan account of each participant will be credited on
that dividend payment date with the number of shares of our common stock
purchased for that participant under the Plan on that date.
Purchases of shares of our common stock in the open market will begin on the
dividend payment date for the common stock or Other Eligible Securities as to
which you have elected dividend reinvestment and will be completed as soon as
reasonably practicable but not later than 90 days after that date, unless we
determine that completion at a later date is necessary or advisable under
applicable federal securities laws. The Plan Administrator is authorized to
determine whether those open market purchases will be made on a securities
exchange on which our common stock is traded, in the over-the-counter market or
by negotiated transactions. The Plan Administrator may agree on the price,
delivery and other terms of those purchases. Neither we nor any Plan
participant will have any authority to direct the time or price of any purchase
of common stock for the Plan or to select the broker or dealer through which
the Plan Administrator will make those purchases. Neither we nor the Plan
Administrator will be responsible if applicable law or the closing of the
securities markets results in a temporary curtailment of open market purchases
of our common stock for the Plan.
13. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
If the shares of common stock purchased under the Plan are newly issued shares
or treasury shares, the price per share to all participants that elected to
reinvest an applicable dividend payment will be the average, computed to the
nearest ten thousandth (four decimal places), of the daily high and low sale
prices of our common stock on the New York Stock Exchange Composite
Transactions Tape on the last ten trading days of the month in which the record
date for that dividend payment occurred. We refer to that ten-trading-day
period as the "Pricing Period". If on any trading day during the applicable
Pricing Period our common stock is not traded on the New York Stock Exchange or
another market included in the composite transactions, the price per share for
that day will be based on the reported prices for the most recent preceding
trading day on which our common stock was traded on the New York Stock Exchange
or other relevant market.
In the case of purchases of our common stock in the open market, the price per
share to all participants that elected to reinvest an applicable dividend
payment will be the average purchase price of all shares of our common stock
purchased for the accounts of all participants who elected to reinvest
dividends payable on that dividend payment date.
14. WILL CERTIFICATES BE ISSUED TO ME FOR SHARES OF COMMON STOCK PURCHASED
UNDER THE PLAN?
Shares of common stock purchased for you under the Plan will be issued in
book-entry form under the Direct Registration system and will be registered in
the name of a nominee of the Plan Administrator, as agent for the Plan
participants. The number of shares credited to you will be shown on your
statement of account under the Plan. As a result, unless you request otherwise
as described under Question 20 below, share certificates will not be delivered
to you.
FEDERAL INCOME TAX CONSEQUENCES
15. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
If the shares of our common stock purchased with your reinvested dividends
under the Plan are purchased directly from us, you will be treated as having
received on the dividend payment date a taxable dividend equal to the fair
market value of the common stock purchased for your account under the Plan with
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those dividends, rather than the amount of cash dividends otherwise payable to
you. For this purpose, "fair market value" means the average of the high and
low sales prices of the common stock on the New York Stock Exchange Composite
Tape on the dividend payment date.
If the shares of our common stock purchased under the Plan with your reinvested
dividends are purchased in the open market, you will be treated as having
received on the dividend payment date a taxable dividend equal to the amount of
cash dividends used to make those purchases, plus the amount of any trading
fees paid by us in connection with those purchases.
Your tax basis in the shares of common stock purchased with your reinvested
dividends will equal the amount treated as a taxable dividend, as described
above. Your holding period for those shares for tax purposes will begin on the
day after the applicable dividend payment date in the case of shares purchased
from us and on the day after the shares are credited to your account in the
case of shares purchased on the open market.
You will not realize taxable income on the receipt of a certificate for whole
shares of common stock credited to your Plan account, either upon withdrawal of
those shares from your Plan account or upon termination of the Plan. You may
realize taxable gain or loss, however, when you sell or otherwise dispose of
those shares or when you receive a cash payment from us for fractional shares
withdrawn from your account. Generally, that gain or loss, if any, will be the
difference between the amount you realize upon the disposition and the tax
basis of the disposed share (or fractional share), and will be a capital gain
or loss if you held the shares (or fractional shares) as a capital asset.
We will report to you and the Internal Revenue Service information sufficient
to inform you of the amounts that will constitute dividend income as described
above.
We urge you to consult with your own tax advisor to determine the particular
tax consequences to you of your participation in the Plan.
16. HOW WILL INCOME TAX WITHHOLDING PROVISIONS BE APPLIED TO FOREIGN
PARTICIPANTS?
If you are a foreign participant whose income is subject to U.S. federal income
tax withholding, for purposes of calculating the amount to be withheld, we will
treat you as having received the same amount of dividend income as if you were
a domestic participant, as described under Question 15 above. The amount of tax
will be withheld from your dividend income and only the net amount of dividend
income will be used to purchase shares of common stock that will be credited to
your account.
We will indicate the amount of tax withheld on your statement of account. If
you believe the tax has been withheld in error, you may file a claim for refund
with the Internal Revenue Service.
REPORTS TO PARTICIPANTS
17. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
As a participant in the Plan, you will receive a quarterly statement of account
that will include information regarding the shares of common stock purchased
for your account under the Plan during the quarter, as well as the number of
any shares of common stock deposited in your Plan account. Your fourth quarter
statement will show all reinvested dividends and all transactions, including a
record of all purchases, for the year. You should retain that statement for tax
purposes.
You will also receive copies of our annual reports to stockholders, proxy
statements and information for income tax reporting purposes.
DISCONTINUATION OF PARTICIPATION IN THE PLAN
18. MAY I DISCONTINUE MY PARTICIPATION IN THE PLAN?
You may, with respect to the common stock or Other Eligible Securities held of
record by you, discontinue reinvestment of dividends on those securities at any
time and begin receiving cash dividends on those securities by following the
procedures set forth under Question 19 below. However, we will continue to
reinvest dividends on shares credited to your Plan account, whether those
shares were credited as a result of the deposit of common stock certificates or
acquired through dividend reinvestment, until you elect to withdraw those
shares in accordance with the procedures outlined under Question 20 below.
You may withdraw shares of common stock credited to your Plan account and begin
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receiving cash dividends directly on those shares. Alternatively, you may
withdraw shares from your Plan account without discontinuing dividend
reinvestment on them. The procedures for either of those actions are set forth
under Question 20 below.
You may, of course, discontinue participation and withdraw entirely from the
Plan at any time.
19. HOW DO I DISCONTINUE REINVESTMENT OF DIVIDENDS ON COMMON STOCK OR OTHER
ELIGIBLE SECURITIES?
You may direct the Plan Administrator at any time to discontinue reinvesting
dividends on common stock or Other Eligible Securities held of record by you.
You may give this direction in writing by mailing it to the Plan Administrator
at the address set forth under Question 3 above or by using the interactive
voice response system described under Question 3 above.
If the Plan Administrator receives your direction on or after the record date
for a particular dividend payment, that dividend payment will be reinvested for
your account in accordance with your previous instructions. In that event, your
instruction to discontinue reinvestment will become effective with respect to
the next dividend payment.
You may discontinue dividend reinvestment with respect to any or all of your
shares of common stock. To change the number of shares of common stock as to
which you are electing dividend reinvestment, you must follow the procedures
set forth under Question 9 above. After you discontinue reinvestment of
dividends on any series of Other Eligible Securities, all cash dividends on
that series of Other Eligible Securities held by you will be paid to you by
check unless you reenroll in the Plan. You may reenroll at any time.
If you elect to discontinue reinvesting dividends on our common stock or Other
Eligible Securities, you may also elect to either withdraw the shares of common
stock credited to your Plan account or retain any or all of those shares in
that account. We will continue to reinvest all cash dividends on any shares of
common stock not withdrawn from your Plan account.
WITHDRAWAL OF SHARES OF COMMON STOCK FROM PLAN ACCOUNTS
20. HOW DO I WITHDRAW SHARES OF COMMON STOCK FROM MY PLAN ACCOUNT?
You may instruct the Plan Administrator to withdraw all or some of the shares
of common stock credited to your Plan account. You must mail the notice to the
Plan Administrator at the address set forth under Question 3 above or use the
interactive voice response system described under Question 3. In either case,
you must specify the number of shares to be withdrawn. Your shares will be
credited to a book-entry account under the Direct Registration system unless
you specifically instruct us to issue a certificate to you. We will issue
certificates or make book-entry credits for all whole shares withdrawn by you
but will not issue certificates or make book-entry credits for fractional
shares. If the Plan Administrator receives the notice of withdrawal on or after
the record date for a particular dividend payment, that dividend will be
reinvested for your account.
After you withdraw shares of common stock from your Plan account, cash
dividends on those shares will be reinvested in accordance with your
instructions as described below.
If you have elected full dividend reinvestment on all shares of common stock
held of record by you, the cash dividends on the shares withdrawn from the Plan
will continue to be reinvested. If you have not elected full reinvestment, only
the dividends on the number of shares as to which you had elected reinvestment
will be reinvested. You may change any election previously made by submitting a
new Authorization Card.
If you hold only Other Eligible Securities, upon withdrawal of shares of common
stock from your Plan account, we will pay all dividends on those withdrawn
shares of common stock in cash, unless you elect dividend reinvestment on those
shares. You may make that election at any time.
If you wish to sell the shares of common stock you are withdrawing from your
Plan account, you may request the Plan Administrator, either in writing or by
using the interactive voice response system described under Question 3 above,
to cause those shares to be sold at market rates through a financial
institution chosen by the Plan Administrator. The Plan
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Administrator will mail to you the proceeds of the sale, less the applicable
administrative fees, trading fees and transfer taxes.
21. WHAT HAPPENS TO ANY FRACTION OF A SHARE WHEN I WITHDRAW ALL SHARES FROM
MY PLAN ACCOUNT?
The Plan Administrator will sell any fractional share of common stock withdrawn
from your Plan account and will mail the sale price, less trading fees and
transfer taxes, to you in cash, together with any advice of credit to your
account under the Direct Registration system or, if you requested them,
certificates, for whole shares you have withdrawn from your account.
22. WHAT HAPPENS TO MY PLAN ACCOUNT IF I SELL ALL THE COMMON STOCK OR OTHER
ELIGIBLE SECURITIES HELD IN MY NAME?
If you transfer or sell all the common stock or Other Eligible Securities
registered in your name, the Plan Administrator will continue to reinvest the
dividends on the shares of common stock credited to your Plan account, unless
you elect to withdraw those shares as described under Question 20 above.
OTHER INFORMATION
23. WHAT HAPPENS IF J.P. MORGAN CHASE HAS A COMMON STOCK RIGHTS OFFERING,
ISSUES A COMMON STOCK DIVIDEND OR DECLARES A COMMON STOCK SPLIT?
If you are entitled to participate in a rights offering, your entitlement will
be based upon your total holdings, including the shares registered in your
name, as well as the shares, including fractional shares, credited to your Plan
account. Any shares we distribute as a result of a stock dividend or stock
split on shares credited to your Plan account will be added to your Plan
account.
24. WHAT HAPPENS UPON CONVERSION OF CONVERTIBLE OTHER ELIGIBLE SECURITIES?
If you own convertible Other Eligible Securities and they are converted into
common stock, the dividends on the shares of common stock issued upon
conversion will not be reinvested unless you are already a holder of common
stock and have elected full dividend reinvestment under the Plan or unless you
submit a new Authorization Card instructing that dividends on the shares issued
upon conversion be reinvested. Dividends on shares previously credited to your
Plan account will continue to be reinvested unless you withdraw them as
described above.
25. HOW WILL MY PLAN SHARES BE VOTED AT A MEETING OF STOCKHOLDERS?
All shares credited to your Plan account will be voted as you direct. We will
send you a proxy card in connection with any meeting of stockholders of J.P.
Morgan Chase. The proxy card will cover all whole shares registered in your
name as well as whole shares credited to your Plan account. If you sign and
return your proxy card but fail to indicate any instructions, the proxies will
vote your shares in accordance with the recommendations of our board of
directors or, if no recommendation has been made by the board, in accordance
with their discretion. If you fail to return the proxy card, or if you return
it unsigned, your shares of common stock will not be voted unless you or your
authorized representative votes in person at the meeting.
26. WHAT ARE THE RESPONSIBILITIES OF J.P. MORGAN CHASE AND THE PLAN
ADMINISTRATOR UNDER THE PLAN?
Neither we nor the Plan Administrator will be liable for any act done in good
faith or any good faith omission to act. Without limiting the previous
sentence, we will not be liable for any claim relating to:
o a failure to terminate a Plan account upon a participant's death;
o any prices at which shares are purchased or sold;
o the time at which any purchase or sale is made under the Plan; or
o any fluctuation in the market value of our common stock.
Neither we nor the Plan Administrator can provide you with any assurance of
profit from your participation in the Plan or with any protection from loss on
the value of our common stock.
27. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While we hope to continue the Plan indefinitely, we reserve the right to
suspend, terminate or
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modify it at any time. You will be notified of any such suspension, termination
or modification. Upon termination of the Plan, we will issue certificates or
credit your account under the Direct Registration system for whole shares
credited to your Plan account and will pay you cash for any fraction of a share
credited to your Plan account. If you become a Plan participant and we
subsequently terminate the Plan and establish another dividend reinvestment
plan, unless you instruct us otherwise, we will automatically enroll you in the
new plan and transfer all shares credited to your Plan account to the other
dividend reinvestment plan.
USE OF PROCEEDS
We do not know how many shares of our common stock we will sell under the Plan
or the prices at which any sales will be made. However, we intend to add any
proceeds we receive from the sale of newly issued or treasury shares of our
common stock to our general funds. Those proceeds will be available for general
corporate purposes, which may include investing in or extending credit to our
subsidiaries. We are unable to estimate the amount of proceeds that we will
devote to any specific purpose.
DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should also refer to our certificate
of incorporation, including the certificates of designations for our
outstanding series of preferred stock. A copy of our certificate of
incorporation may be obtained from the Plan Administrator, who may be contacted
as set forth under Question 3 above. You should also refer to the applicable
provisions of the Delaware General Corporation Law.
COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
4,500,000,000 shares of our common stock.
Holders of our common stock are entitled to receive dividends when, as and if
declared by our board of directors out of funds legally available for payment,
subject to the rights of holders of our preferred stock.
Each holder of our common stock is entitled to one vote per share. Subject to
the rights, if any, of the holders of any of our series of preferred stock
under their respective certificates of designations and applicable law, all
voting rights are vested in the holders of shares of our common stock. Holders
of shares of our common stock have noncumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors and the holders of the remaining
shares will not be able to elect any directors.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of our common stock will be entitled to share equally
in any of our assets available for distribution after we have paid in full all
of our debts and after the holders of all series of our outstanding preferred
stock have received their liquidation preferences in full.
The issued and outstanding shares of common stock are fully paid and
nonassessable. Holders of shares of our common stock are not entitled to
preemptive rights. Our common stock is not convertible into shares of any other
class of our capital stock. Mellon Investor Services, LLC is the transfer
agent, registrar and dividend disbursement agent for our common stock.
PREFERRED STOCK
Under our certificate of incorporation, our board of directors is authorized,
without further stockholder action, to issue up to 200,000,000 shares of
preferred stock, in one or more series, and to determine the voting powers and
the designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions of each series.
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As of the date of this prospectus, we have the following series of preferred
stock issued and outstanding, as described in the following table:
<TABLE>
<CAPTION>
STATED VALUE AND
REDEMPTION EARLIEST
PRICE PER NUMBER OF OUTSTANDING AT REDEMPTION RATE IN EFFECT AT
SHARE(A) SHARES DECEMBER 31, 2000 DATE DECEMBER 31, 2000
----------------- --------------- ------------------- ----------------- ------------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Series A preferred stock ......... $ 100.00 2.43 $243 12/31/00 5.000%(b)
Variable Rate Cumulative
Preferred Stock, Series B,
C, D, E and F ("Series
B-F preferred stock")(c) ......... 1,000.00 .25 250 12/31/00(c) --(c)
65/8% preferred stock ............ 500.00 .40 200 3/31/06 6.625
Series L preferred stock ......... 100.00 2.0 200 6/30/99 5.040(e)
Series N preferred stock ......... 25.00 9.1 228 6/30/99 5.100(e)
10.84% preferred stock ........... 25.00 8.0 200 6/30/01 10.84
Fixed/Adjustable preferred
stock ............................ 50.00 4.0 200 6/30/03(f) 4.96 (f)
</TABLE>
----------------------
(a) Redemption price is price indicated in table, plus accrued but
unpaid dividends, if any.
(b) Floating rates are based on specified U.S. Treasury rates. The
minimum and maximum annual rates are 5.00% and 11.50%, respectively.
Dividend rate indicated in table is rate paid on substantially
identical series of J.P. Morgan preferred stock that was converted
in the merger into our Series A preferred stock.
(c) Consists of five series of preferred stock. Each series is eligible
for redemption at times and for prices described under "Rights Upon
Liquidation; Redemption" below. Each series is eligible for
dividends at times and in the amounts determined as described under
"Dividends" below.
(d) Shares of this series are represented by depositary shares, each
representing a one-tenth interest in a share of preferred stock of
the series. Dividend rate indicated in table is rate paid on
substantially identical series of J.P. Morgan preferred stock that
was converted in the merger into our 65/8% preferred stock.
(e) Floating rates are based on specified U.S. Treasury rates. The
minimum and maximum annual rates for each series are 4.50% and
10.50%, respectively.
(f) Dividends on this series for dividend periods commencing on or after
July 1, 2003 will be at a floating rate based on specified U.S.
Treasury rates, but subject to a minimum rate of 5.46% and a maximum
rate of 11.46%. The amount of dividends payable may be adjusted, and
the stock may be redeemed earlier than June 30, 2003, in the event
of specified amendments to the Internal Revenue Code of 1986
relating to the dividends-received deduction.
RANKING. All the outstanding series of preferred stock have the same rank. All
the outstanding series of preferred stock have preference over our common stock
with respect to the payment of dividends and the distribution of assets in the
event of our liquidation or dissolution.
DIVIDENDS. Dividends payable on each series of outstanding preferred stock,
other than our Series B-F preferred stock, are payable quarterly, when and as
declared by the board of directors, in the amounts determined as set forth in
the above table, on each March 31, June 30, September 30 and December 31.
The dividend rates for our Series B-F preferred stock are determined either by
an auction conducted for each series on the business day before a new dividend
period begins or by a remarketing. The method used to determine the dividend
rates for the Series B-F preferred stock is set by an agent of J.P. Morgan
Chase appointed for the purpose of determining that method, based on
then-existing financing alternatives. If the auction method is used, the
dividend rate is based on bids submitted to the trust company that conducts the
auction by existing and potential holders of the preferred stock. If the
remarketing method is used, the dividend rate is the lowest rate at which the
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shares can be remarketed for a specified per share amount. The rate for any
dividend period is subject to a maximum rate based on the "AA" composite
commercial paper rate, the LIBOR rate or the U.S. Treasury rate, depending on
the length of the dividend period and the credit ratings of the Series B-F
preferred stock. If we fail to pay or set aside for payment at the applicable
time dividends payable or fail to pay at the applicable time the redemption
price for shares called for redemption, and that failure continues for more
than three business days, then the dividend rate for each dividend period until
that failure is cured will be 200% of the federal funds rate, the "AA"
composite commercial paper rate, the LIBOR rate or the U.S. Treasury rate,
depending on the length of the dividend period. Dividends on our Series B-F
preferred stock are payable on dividend payment dates set by an agent of J.P.
Morgan Chase appointed for the purpose of setting those dates. A dividend
period may be no longer than 30 years and no shorter than seven days, in the
case of shares for which the auction method is used, or one business day, in
the case of shares for which the remarketing method is used. In the case of
shares for which the auction method is used, the dividend period will be 49
days, unless changed by the agent or unless there are certain changes to
applicable tax laws.
Dividends on all the outstanding series of preferred stock, other than our
Fixed/ Adjustable preferred stock, are cumulative. If we fail to declare a
dividend on our Fixed/Adjustable preferred stock for any dividend period,
holders of that series will have no right to receive a dividend for that
dividend period, whether or not we declare dividends on that series for any
future dividend periods.
We may not declare or pay any dividends on any series of preferred stock,
unless, for the dividend period commencing after the immediately preceding
dividend payment date, we have previously declared and paid or we
contemporaneously declare and pay full dividends (and cumulative dividends
still owing, if any) on all other series of preferred stock that have the same
rank as, or rank senior to, that series of preferred stock. If we do not pay in
full the dividends on those equally- and senior-ranking series, we may only
declare dividends pro rata, so that the amount of dividends declared per share
on that series of preferred stock and on each other equally-ranking series of
preferred stock will bear to each other the same ratio that accrued dividends
per share on that series of preferred stock and those other series bear to each
other. In addition, generally, unless we have paid full dividends, including
cumulative dividends still owing, if any, on all outstanding shares of any
series of preferred stock, we may not declare or pay dividends on our common
stock and generally we may not redeem or purchase any common stock. We will not
pay interest or any sum of money instead of interest on any dividend payment or
payments that may be in arrears.
RIGHTS UPON LIQUIDATION; REDEMPTION. In the event of our liquidation,
dissolution or winding-up, the holders of each outstanding series of preferred
stock would be entitled to receive liquidating distributions in the amount set
forth opposite the applicable series in the table above, plus accrued and
unpaid dividends, if any, before we make any distribution of our assets to the
holders of our common stock.
Each of our outstanding series of preferred stock, other than our Series B-F
preferred stock, which we discuss below, is redeemable at our option on or
after the applicable date set forth opposite that series in the table above and
at a redemption price per share equal to the redemption price set forth
opposite that series in the table above, plus accrued but unpaid dividends, if
any. In addition, we may redeem the shares of our Fixed/Adjustable preferred
stock earlier than June 30, 2003 in the event of specified amendments to the
Internal Revenue Code of 1986 relating to the dividends-received deduction.
Shares of each series of our Series B-F preferred stock are eligible for
redemption in units of 100 shares as follows:
o on the last dividend payment date in any dividend period;
o at any time during any dividend period in which the dividend rate is the
then-applicable maximum rate; and
o on any other redemption date established in the preceding auction or
remarketing.
The redemption price for each series of our Series B-F preferred stock will
equal (1) $1,000
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per share in the case of a redemption described in the first or second bullet
point above or (2) the redemption price established in the preceding auction or
remarketing, in each case, plus accrued and unpaid dividends.
VOTING RIGHTS. Holders of shares of our outstanding preferred stock have no
voting rights, except as described below or as required by the Delaware General
Corporation Law.
All of our currently outstanding series of preferred stock provide that if, at
the time of any annual meeting of our stockholders, the equivalent of six
quarterly dividends payable on any series of outstanding cumulative preferred
stock is in default, the number of directors constituting our board of
directors will be increased by two and the holders of all the outstanding
preferred stock, voting together as a single class, will be entitled to elect
those additional two directors at that annual meeting. In accordance with the
requirements of our Series L preferred stock, Series N preferred stock, 10.84%
preferred stock and Fixed/Adjustable preferred stock, each director elected by
the holders of shares of the outstanding preferred stock will continue to serve
as director for the full term for which he or she was elected, even if prior to
the end of that term we have paid in full the amount of dividends that had been
in arrears. For purposes of this paragraph, "default" means that accrued and
unpaid dividends on the applicable series are equal to or greater than the
equivalent of six quarterly dividends.
Under regulations adopted by the Federal Reserve Board, if the holders of any
series of our preferred stock become entitled to vote for the election of
directors because dividends on that series are in arrears, that series may then
be deemed a "class of voting securities." In such a case, a holder of 25% or
more of the series, or a holder of 5% or more if that holder would also be
considered to exercise a "controlling influence" over J.P. Morgan Chase, may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act of 1956. In addition, (1) any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire or retain 5% or more of that series, and (2) any person other
than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
Our Series N preferred stock, 10.84% preferred stock and Fixed/Adjustable
preferred stock provide that the affirmative vote of the holders of at least
two-thirds of the shares of all outstanding series of preferred stock, voting
together as a single class without regard to series, will be required to:
o create any class or series of stock having a preference over any outstanding
series of preferred stock; or
o change the provisions of our certificate of incorporation in a manner that
would adversely affect the voting powers or other rights of the holders of
a series of preferred stock.
Those series also state that if the amendment does not adversely affect all
series of outstanding preferred stock, then the amendment will only need to be
approved by holders of at least two-thirds of the shares of the series of
preferred stock adversely affected.
Our Series L preferred stock provides as follows:
o the consent of holders of at least two-thirds of the outstanding shares of
the particular series, voting as a separate class, is required for any
amendment of our certificate of incorporation that would adversely affect
the powers, preferences, privileges or rights of that series; and
o the consent of the holders of at least two-thirds of the voting power of
that series and each of the series of preferred stock having the same rank,
voting together as a single class without regard to series, is required to
create, authorize or issue, or reclassify any stock into any additional
class or series of stock ranking prior to that series as to dividends or
upon liquidation, or any other security or obligation convertible into or
exercisable for any such prior-ranking stock.
Our Series A preferred stock, Series B-F preferred stock and 6 5/8% preferred
stock each provides that a vote of at least two-thirds of the voting power of
all outstanding shares of the applicable series, and all outstanding shares of
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our preferred stock having the same rank as that series, voting together as a
single class without regard to series, will be necessary in order to:
o authorize or issue any capital stock that will be senior to that series of
preferred stock as to dividends or upon liquidation; or
o amend, alter or repeal any of the provisions of our certificate of
incorporation, including the certificate of designations relating to that
series, in such a way as to adversely affect (or materially adversely
affect, in the case of our 6 5/8% preferred stock) the preferences, rights,
powers or privileges of the preferred stock of that series.
MISCELLANEOUS. No series of our outstanding preferred stock is convertible into
shares of our common stock or other securities of J.P. Morgan Chase. No series
of our outstanding preferred stock is subject to preemptive rights.
TRANSFER AGENT AND REGISTRAR. Mellon Investor Services, LLC is the transfer
agent, registrar and dividend disbursement agent for our outstanding preferred
stock and depositary shares other than our Series B-F preferred stock. Bankers
Trust Company is the transfer agent and registrar for our Series B-F preferred
stock. The registrar will send notices to the holders of the preferred stock or
depositary shares of any meetings at which such holders will have the right to
elect directors or to vote on any other matter.
DEPOSITARY SHARES
Our 6 5/8% preferred stock is represented by depositary shares, each
representing a one-tenth interest in a share of our 6 5/8% preferred stock.
The following is a summary of material provisions of the deposit agreement
between us and Morgan Guaranty Trust Company of New York, as depositary, with
respect to those depositary shares. This description is qualified by reference
to the deposit agreement, a copy of which may be obtained from the Plan
Administrator (who may be contacted as set forth under Question 3 above).
DIVIDENDS AND OTHER DISTRIBUTIONS. The depositary will distribute all cash
dividends or other cash distributions received on our 6 5/8% preferred stock to
the record holders of the depositary shares in proportion to the number of
depositary shares owned by those holders. If we make a distribution other than
in cash, the depositary will distribute property received by it to the record
holders of depositary shares that are entitled to receive the distribution,
unless the depositary determines that it is not feasible to make the
distribution. If this occurs, the depositary may, with our approval, sell the
property and distribute the net proceeds from that sale to the holders.
WITHDRAWAL OF STOCK. A holder of depositary receipts evidencing depositary
shares may, upon surrender of the depositary receipts at the corporate trust
office of the depositary, obtain the number of whole shares of 6 5/8% preferred
stock and any money or other property represented by those depositary shares.
Holders of depositary shares will be entitled to receive whole shares of our
6 5/8% preferred stock, but will not be subsequently entitled to receive
depositary shares with respect to those shares of preferred stock. If the
depositary receipts surrendered by the holder represent more shares of stock
than are being withdrawn by the holder, the depositary will issue a new
depositary receipt representing the excess number of shares.
REDEMPTION OF DEPOSITARY SHARES. Upon redemption by us, in whole or in part, of
our 6 5/8% preferred stock, the depositary will redeem the depositary shares
from the proceeds received by it from that redemption. The redemption price per
depositary share will be equal to one-tenth of the redemption price per share
of our 6 5/8% preferred stock. Whenever we redeem shares of our 6 5/8% preferred
stock, the depositary will redeem, as of the same redemption date, a number of
depositary shares representing the number of shares of our 6 5/8% preferred
stock redeemed.
VOTING THE 6 5/8% PREFERRED STOCK. Upon receipt of notice of any meeting at
which the holders of our 6 5/8% preferred stock are entitled to vote, the
depositary will mail the information contained in the notice of meeting to the
record holders of the depositary shares. Each record holder of those depositary
shares on the record date, which will be the same date as the record date for
our 6 5/8% preferred stock, will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the number of shares of our
6 5/8% preferred stock represented by that holder's depositary shares.
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The depositary will try, as far as practicable, to vote the number of shares of
our 6 5/8% preferred stock underlying those depositary shares in accordance with
those instructions, and we will agree to take all action requested by the
depositary in order to enable the depositary to do so. The depositary will not
vote shares of our 6 5/8% preferred stock if it does not receive specific
instructions from the holders of depositary shares relating to those shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT. The deposit agreement may
be amended at any time by agreement between us and the depositary. However, any
amendment that materially and adversely alters the rights of the holders of
depositary shares will not be effective unless that amendment has been approved
by the holders of at least a majority of the depositary shares then
outstanding. The deposit agreement may be terminated by us or the depositary
only if:
o all outstanding depositary shares have been redeemed; or
o there has been a final distribution in respect of our 6 5/8% preferred stock
in connection with any liquidation, dissolution or winding up of J.P.
Morgan Chase and that distribution has been distributed to the holders of
depositary receipts.
CHARGES OF THE DEPOSITARY. We are responsible for the payment of all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements. We will also pay charges of the depositary in
connection with any redemption of our 6 5/8% preferred stock. Holders of
depositary receipts must pay transfer and other taxes and governmental charges
and any other charges expressly provided in the deposit agreement to be for
their accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY. The depositary may resign at any time by
delivering a notice to us of its election to do so. We may remove the
depositary at any time. Any resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of its appointment.
The successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.
MISCELLANEOUS. The depositary will forward to holders of depositary receipts
all reports and communications received from us and required to be furnished to
the holders of our 6 5/8% preferred stock. Neither J.P. Morgan Chase nor the
depositary will be liable if prevented or delayed by law or any circumstance
beyond its control in performing its obligations under the deposit agreement.
We and the depositary disclaim any obligation or liability under the deposit
agreement to holders of depositary receipts other than for negligence or
willful misconduct. Neither of us will be obligated to prosecute or defend any
legal proceeding in respect of any depositary shares or our 6 5/8% preferred
stock unless satisfactory indemnity is furnished. We and the depositary may
rely upon written advice of counsel or accountants, or upon information
provided by persons presenting our 6 5/8% preferred stock for deposit, by
holders of depositary receipts or by other persons believed to be competent,
and on documents believed to be genuine. The depositary disclaims
responsibility for the failure to carry out any instructions to vote any of the
depositary shares or for the manner or effect of any vote made, as long as that
action or inaction is in good faith. The depositary will be liable to us for
any liability arising out of acts performed or omitted by the depositary due to
its gross negligence or willful misconduct.
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LEGAL MATTERS
Neila B. Radin, Esq., counsel for J.P. Morgan Chase and Senior Vice President
and Associate General Counsel of Chase Bank, has delivered an opinion to us as
to the validity of the shares of common stock offered under the Plan by use of
this prospectus. As of the date of this prospectus, Ms. Radin owns shares of
common stock and holds options to purchase shares of common stock aggregating
less than 0.5% of our outstanding common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference to Chase's
Annual Report on Form 10-K for the year ended December 31, 1999 have been
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
INDEMNIFICATION
Our certificate of incorporation and by-laws provide for indemnification of our
directors, officers, employees and agents to the fullest extent permitted by
Delaware law. We have been advised that, in the SEC's opinion, indemnification
of directors, officers or persons controlling J.P. Morgan Chase for liabilities
arising under the Securities Act of 1933 would be against public policy as
expressed in that Act and is unenforceable.
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