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As filed with the Securities and Exchange Commission On January 2, 2001
REGISTRATION NO. 333-47350
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 UNDER
THE SECURITIES ACT OF 1933
---------------
J.P. MORGAN CHASE & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 13-2624428
(State Or Other Jurisdiction Of (IRS Employer
Incorporation Or Organization) Identification No.)
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270 PARK AVENUE, NEW YORK, NY 10017
(Address of Principal Executive Offices) (Zip Code)
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INCENTIVE COMPENSATION PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES
ADDITIONAL COMPENSATION PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES
STOCK BONUS PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES, AS AMENDED
1995 STOCK INCENTIVE PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES
1992 STOCK INCENTIVE PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES
1989 STOCK INCENTIVE PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES
1987 STOCK INCENTIVE PLAN OF J.P. MORGAN & CO.
INCORPORATED AND AFFILIATED COMPANIES
DIRECTORS STOCK PLAN (1992)
DEFERRED PROFIT SHARING PLAN OF MORGAN GUARANTY
TRUST COMPANY OF NEW YORK
AND AFFILIATED COMPANIES FOR UNITED STATES EMPLOYEES
(Full Title of Plans)
ANTHONY J. HORAN, SECRETARY
J.P. MORGAN CHASE & CO.
270 PARK AVENUE, NEW YORK, NY 10017
(Name and Address of Agent For Service)
(212) 270-6000
Telephone Number, Including Area Code, of Agent for Service
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COPIES OF ALL COMMUNICATIONS TO:
NEILA B. RADIN, ESQ.
J.P. MORGAN CHASE & CO.
270 PARK AVENUE, NEW YORK, NY 10017
---------------
This Post-Effective Amendment covers shares of common stock, par value $1.00 per
share, of the Registrant originally registered on the Registration Statement on
Form S-4 (the "Registration Statement"). The registration fees in respect of the
securities registered hereby were paid at the time of the original filing of the
Registration Statement. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this Post-Effective Amendment also covers an
indeterminate amount of interests to be offered or sold pursuant to the Deferred
Profit Sharing Plan of Morgan Guaranty Trust Company of New York and Affiliated
Companies for United States Employees.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
by J.P. Morgan Chase & Co. ("J.P. Morgan Chase") or the Deferred Profit Sharing
Plan of Morgan Guaranty Trust Company of New York and Affiliated Companies for
United States Employees (the "Profit Sharing Plan") are incorporated herein by
reference:
(a) Annual Report on Form 10-K, as amended by Form 10-K/A, 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, 1999, October 19, 1999, November 1, 1999, November 28,
2000, November 29, 2000, December 1, 2000, December 14, 2000 and
December 26, 2000;
(d) The description of J.P. Morgan Chase's common stock
contained in its registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any amendment or report filed for the purpose of updating that
description; and
(e) The Profit Sharing Plan's Annual Report on Form 11-K for
the year ended December 31, 1999.
All documents filed by J.P. Morgan Chase and the Profit Sharing Plan pursuant to
Sections 13(a) and 15(d) of the Exchange Act subsequent to the date of this
Post-Effective Amendment and prior to the filing of a Post-Effective Amendment
to this Registration Statement indicating that all securities offered hereunder
have been sold or which deregisters all securities remaining shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that the person
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is or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that
such person, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
The DGCL provides that the indemnification described above shall not be deemed
exclusive of any other indemnification to which those seeking indemnification or
advancement of expenses may be entitled pursuant to its By-Laws, disinterested
directors' vote, stockholders' vote, agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability as described above.
J.P. Morgan Chase's Restated Certificate of Incorporation provides that, to the
fullest extent that the DGCL as from time to time in effect permits the
limitation or elimination of the liability of directors, no director of J.P.
Morgan Chase shall be personally liable to J.P. Morgan Chase or its stockholders
for monetary damages for breach of fiduciary duty as a director.
J.P. Morgan Chase's Restated Certificate of Incorporation empowers J.P. Morgan
Chase to indemnify any director, officer, employee or agent of J.P. Morgan Chase
or any other person who is serving at J.P. Morgan Chase's request in any such
capacity with another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, an employee benefit plan) to the
fullest extent permitted under the DGCL as from time to time in effect, and any
such indemnification may continue as to any person who has ceased to be a
director, officer, employee or agent and may inure to the benefit of the heirs,
executors and administrators of such a person.
J.P. Morgan Chase's Restated Certificate of Incorporation also empowers J.P.
Morgan Chase by action of its Board of Directors, notwithstanding any interest
of the directors in the action, to purchase and maintain insurance in such
amounts as the Board of Directors deems appropriate to protect any director,
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officer, employee or agent of J.P. Morgan Chase or any other person who is
serving at J.P. Morgan Chase's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) against any liability asserted
against him or her or incurred by him or her in any such capacity arising out of
his or her status as such (including, without limitation, expenses, judgments,
fines (including any excise taxes assessed on a person with respect to any
employee benefit plan) and amounts paid in settlement) to the fullest extent
permitted under the DGCL as from time to time in effect, whether or not J.P.
Morgan Chase would have the power or be required to indemnify any such
individual under the terms of any agreement or by-law or the DGCL.
In addition, J.P. Morgan Chase's By-laws require indemnification to the fullest
extent permitted under applicable law, as from time to time in effect. The
By-laws provide a clear and unconditional right to indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of J.P.
Morgan Chase or, at the request of J.P. Morgan Chase, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the By-
laws and entitle the persons to be indemnified to have all expenses incurred in
advance of the final disposition of a proceeding paid by J.P. Morgan Chase. Such
provisions, however, are intended to be in furtherance and not in limitation of
the general right to indemnification provided in the By-laws, which right of
indemnification and of advancement of expenses is not exclusive.
J.P. Morgan Chase's By-laws also provide that J.P. Morgan Chase may enter into
contracts with any director, officer, employee or agent of J.P. Morgan Chase in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
The foregoing statements are subject to the detailed provisions of Section 145
of the DGCL and the By-Laws of J.P. Morgan Chase.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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ITEM 8. EXHIBITS
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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4.1 Restated certificate of Incorporation of J.P. Morgan Chase &
Co. (formerly known as The Chase Manhattan Corporation)
(incorporated by reference to Exhibit 3.5 to the Registration
Statement on Form S-3 (File No. 333-94393) of The Chase
Manhattan Corporation).
4.2 By-Laws of J.P. Morgan Chase & Co. (formerly known as The
Chase Manhattan Corporation), as amended (incorporated by
reference to Exhibit 4.4 of the Registration Statement on Form
S-8 (File No. 333-92217) of The Chase Manhattan Corporation).
5 Opinion of Neila B. Radin, Esq.
23.1 Consent of PricewaterhouseCoopers LLP as to the financial
statements of The Chase Manhattan Corporation.
23.2 Consent of PricewaterhouseCoopers LLP as to the financial
statements of the Deferred Profit Sharing Plan of Morgan
Guaranty Trust of New York and Affiliated Companies for United
States Employees.
23.3 Consent of Neila B. Radin, Esq. (included in Exhibit 5).
24 Powers of Attorney.*
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* Previously filed.
The Plan has been submitted to the Internal Revenue Service and J.P.
Morgan Chase undertakes that after the date hereof any amendment to the Plan
will be filed with the Internal Revenue Service in order to qualify the Profit
Sharing Plan.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective
Amendment on Form S-8 and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in The City
of New York, State of New York, on the 2nd of January, 2001.
J.P. MORGAN CHASE & CO.
(Registrant)
By /s/ ANTHONY J. HORAN
--------------------------------
(Anthony J. Horan, Secretary)
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE
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Chairman and Director
---------------------------------------
(Douglas A. Warner III)
* President, Chief Executive
--------------------------------------- Officer and Director
(William B. Harrison, Jr.) (Principal Executive Officer)
* Director
---------------------------------------
(Hans W. Becherer)
Director
---------------------------------------
(Riley P. Bechtel)
* Director
---------------------------------------
(Frank A. Bennack, Jr.)
Director
---------------------------------------
(Lawrence A. Bossidy)
* Director
---------------------------------------
(M. Anthony Burns)
* Director
---------------------------------------
(H. Laurence Fuller)
Director
---------------------------------------
(Ellen V. Futter)
* Director
---------------------------------------
(William H. Gray III)
* Director
---------------------------------------
(Helene L. Kaplan)
Director
---------------------------------------
(Lee R. Raymond)
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*
--------------------------------------- Director
(John R. Stafford)
--------------------------------------- Director
(Lloyd D. Ward)
* Director
---------------------------------------
(Marina v.N. Whitman)
* Vice Chairman Finance and
--------------------------------------- Risk Management
(Marc J. Shapiro) (Principal Accounting Officer)
* Executive Vice President and
--------------------------------------- Controller
(Joseph L. Sclafani) (Principal Accounting Officer)
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* Anthony J. Horan hereby signs this Post-Effective Amendment on behalf of each
of the indicated persons for whom he is attorney-in-fact on January 2, 2001
pursuant to a power of attorney filed herewith.
By: /s/ ANTHONY J. HORAN
---------------------------------------
(Anthony J. Horan, Secretary)
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Trustees (or other persons who administer the Plan) have duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 2, 2001.
THE DEFERRED PROFIT SHARING PLAN OF
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK AND AFFILIATED COMPANIES FOR UNITED
STATES EMPLOYEES
By: /s/ JOHN F. BRADLEY
-----------------------------------------
Name: John F. Bradley
Title: Managing Director
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EXHIBIT INDEX
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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4.1 Restated Certificate of Incorporation of J.P. Morgan Chase &
Co. (formerly known as The Chase Manhattan Corporation)
(incorporated by reference to Exhibit 3.5 to the Registration
Statement on Form S-3 (File No. 333-94393) of The Chase
Manhattan Corporation).
4.2 By-Laws of J.P. Morgan Chase & Co. (formerly known as The
Chase Manhattan Corporation), as amended (incorporated by
reference to Exhibit 4.4 of the Registration Statement on Form
S-8 (File No. 333-92217) of The Chase Manhattan Corporation).
5 Opinion of Neila B. Radin, Esq.
23.1 Consent of PricewaterhouseCoopers LLP as to the financial
statements of The Chase Manhattan Corporation.
23.2 Consent of PricewaterhouseCoopers LLP as to the financial
statements of the Deferred Profit Sharing Plan of Morgan
Guaranty Trust Company of New York and Affiliated Companies
for United States Employees.
23.3 Consent of Neila B. Radin (included in Exhibit 5).
24 Powers of Attorney.*
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* Previously filed.
