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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-5805
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J.P. MORGAN CHASE & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2624428
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
270 PARK AVENUE, NEW YORK, NEW YORK 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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THE CHASE MANHATTAN CORPORATION
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 2. Acquisition or Disposition of Assets.
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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." As a result
of the merger, each outstanding share of common stock of J.P. Morgan was
converted into 3.7 shares of common stock of J.P. Morgan Chase & Co. and each
outstanding share of preferred stock of J.P. Morgan was converted into a share
of preferred stock of J.P. Morgan Chase & Co. having substantially the same
rights, powers and preferences as the J.P. Morgan preferred stock. A copy of the
press release announcing the completion of the merger is filed as an exhibit
hereto and incorporated by reference herein.
Item 5. Other Events.
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The merger was accounted for as a pooling of interests. As a result,
financial information following completion of the merger will present the
combined results of Chase and J.P. Morgan as if the merger had been in effect
for all periods presented. For informational purposes, we have attached as
exhibits hereto pro forma combined financial data for Chase and J.P. Morgan for
specified quarterly periods prior to the merger. This historical financial
information does not reflect the anticipated merger-related charge of $1.2
billion to be taken at December 31, 2000, nor the cancellation and retirement of
all remaining shares of J.P. Morgan's treasury stock, at the time of the merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired
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(1) Report of Independent Accountants to the Board of Directors and
Stockholders of J.P. Morgan dated January 12, 2000 (incorporated by reference to
Chase's Current Report on Form 8-K dated November 28, 2000).
(2) The audited consolidated balance sheet of J.P. Morgan and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, cash flows and changes in stockholders' equity for each of
the years in the three-year period ended December 31, 1999, and the consolidated
statement of condition of Morgan Guaranty Trust Company of New York and its
subsidiaries as of December 31, 1999 and 1998 (incorporated by reference to
Chase's Current Report on Form 8-K dated November 28, 2000).
(3) The unaudited consolidated balance sheet of J.P. Morgan and
subsidiaries as of September 30, 2000 and 1999 and the unaudited consolidated
statements of income, cash flows and changes in stockholders' equity of J.P.
Morgan and subsidiaries for the nine months ended September 30, 2000 and 1999,
and the consolidated statement of condition of Morgan Guaranty Trust Company of
New York and its subsidiaries as of September 30, 2000 and 1999 (incorporated by
reference to Chase's Current Report on Form 8-K dated November 28, 2000).
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(b) Pro Forma Financial Information
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(1) Chase and J.P. Morgan unaudited pro forma combined statement of
income summary, unaudited pro forma combined balance sheet at September 30,
2000, unaudited pro forma combined statements of income for each of the years in
the three-year period ended December 31, 1999 and for the nine months ended
September 30, 2000 and 1999, and the notes to unaudited pro forma combined
financial statements (incorporated by reference to Chase's Current Report on
Form 8-K dated November 28, 2000).
(c) Exhibits
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The following exhibits are filed with this report.
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Exhibit Number Description
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2 Agreement and Plan of Merger, dated as of September 12, 2000, between
The Chase Manhattan Corporation and J.P. Morgan & Co. Incorporated
(incorporated by reference to Current Report on Form 8-K of The Chase
Manhattan Corporation, dated September 12, 2000 and filed September 18,
2000).
99.1 Press Release.
99.2 Supplemental unaudited pro forma combined statements of income of J.P.
Morgan Chase & Co.
99.3 Supplemental unaudited pro forma combined balance sheet of J.P. Morgan
Chase & Co.
99.4 Report of Independent Accountants to the Board of Directors and
Stockholders of J.P. Morgan dated January 12, 2000 (incorporated by
reference to Chase's Current Report on Form 8-K dated November 28,
2000).
99.5 The audited consolidated balance sheet of J.P. Morgan and subsidiaries
as of December 31, 1999 and 1998, and the related consolidated
statements of income, cash flows and changes in stockholders' equity
for each of the years in the three-year period ended December 31, 1999,
and the consolidated statement of condition of Morgan Guaranty Trust
Company of New York and its subsidiaries as of December 31, 1999 and
1998 (incorporated by reference to Chase's Current Report on Form 8-K
dated November 28, 2000).
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<S> <C>
99.6 The unaudited consolidated balance sheet of J.P. Morgan and
subsidiaries as of September 30, 2000 and 1999 and the unaudited
consolidated statements of income, cash flows and changes in
stockholders' equity of J.P. Morgan and subsidiaries for the nine
months ended September 30, 2000 and 1999, and the consolidated
statement of condition of Morgan Guaranty Trust Company of New York and
its subsidiaries as of September 30, 2000 and 1999 (incorporated by
reference to Chase's Current Report on Form 8-K dated November 28,
2000).
99.7 Chase and J.P. Morgan unaudited pro forma combined statement of income
summary, unaudited pro forma combined balance sheet at September 30,
2000, unaudited pro forma combined statements of income for each of the
years in the three-year period ended December 31, 1999 and for the nine
months ended September 30, 2000 and 1999, and the notes to unaudited
pro forma combined financial statements (incorporated by reference to
Chase's Current Report on Form 8-K dated November 28, 2000).
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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.
J.P. MORGAN CHASE & CO.
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(Registrant)
Date January 4, 2001 By: /s/ Joseph L. Sclafani
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Joseph L. Sclafani
Executive Vice President
and Controller
[Principal Accounting Officer]
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
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<S> <C>
2 Agreement and Plan of Merger, dated as of September
12, 2000, between The Chase Manhattan Corporation and
J.P. Morgan & Co. Incorporated (incorporated by
reference to Current Report on Form 8-K of The Chase
Manhattan Corporation, dated September 12, 2000 and
filed September 18, 2000).
99.1 Press Release.
99.2 Supplemental unaudited pro forma combined statements
of income of J.P. Morgan Chase & Co.
99.3 Supplemental unaudited pro forma combined balance
sheet of J.P. Morgan Chase & Co.
99.4 Report of Independent Accountants to the Board of
Directors and Stockholders of J.P. Morgan dated
January 12, 2000 (incorporated by reference to
Chase's Current Report on Form 8-K dated November 28,
2000).
99.5 The audited consolidated balance sheet of J.P. Morgan
and subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of income,
cash flows and changes in stockholders' equity for
each of the years in the three-year period ended
December 31, 1999, and the consolidated statement of
condition of Morgan Guaranty Trust Company of New
York and its subsidiaries as of December 31, 1999 and
1998 (incorporated by reference to Chase's Current
Report on Form 8-K dated November 28, 2000).
99.6 The unaudited consolidated balance sheet of J.P.
Morgan and subsidiaries as of September 30, 2000 and
1999 and the unaudited consolidated statements of
income, cash flows and changes in stockholders'
equity of J.P. Morgan and subsidiaries for the nine
months ended September 30, 2000 and 1999, and the
consolidated statement of condition of Morgan
Guaranty Trust Company of New York and its
subsidiaries as of September 30, 2000 and 1999
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<CAPTION>
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(incorporated by reference to Chase's Current Report
on Form 8-K dated November 28, 2000).
99.7 Chase and J.P. Morgan unaudited pro forma combined
statement of income summary, unaudited pro forma
combined balance sheet at September 30, 2000,
unaudited pro forma combined statements of income for
each of the years in the three-year period ended
December 31, 1999 and for the nine months ended
September 30, 2000 and 1999, and the notes to
unaudited pro forma combined financial statements
(incorporated by reference to Chase's Current Report
on Form 8-K dated November 28, 2000).
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