SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 22, 2000 Commission file number 1-5885
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J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-2625764
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
60 Wall Street, New York, New York 10260-0060
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 483-2323
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Item 5. Other Events
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On December 22, 2000, J.P. Morgan & Co. Incorporated and The Chase
Manhattan Corporation announced that, at separate meetings, their respective
shareholders had approved the merger of the two companies. J.P. Morgan and Chase
also announced that they had received all regulatory approvals necessary to
consummate their merger and that they expected the merger to close on December
31, 2000. A copy of a press release relating to the foregoing is attached hereto
as an exhibit.
At the Chase meeting, 941,374,514 shares were voted, representing a
quorum of 71.83% of the outstanding common stock. The merger was approved with
925,458,050 shares (representing 70.61% of the outstanding common stock) voting
for; 9,385,586 shares (representing 0.71% of the outstanding common stock)
voting against; and 6,530,878 shares (representing .50% of the outstanding
common stock) abstaining. The votes for the merger represented 98.99% of votes
cast.
At the J.P. Morgan meeting, 114,355,736 shares were voted, representing
a quorum of 71.27% of the outstanding common stock. The merger was approved with
108,612,673 shares (representing 67.69% of the outstanding common stock) voting
for; 3,562,046 shares (representing 2.22% of the outstanding common stock)
voting against; and 2,181,017 shares (representing 1.36% of the outstanding
common stock) abstaining. The votes for the merger represented 94.98% of votes
cast.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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The following exhibit is filed with this report:
Exhibit Number Description
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99.1 Press Release
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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 & CO. INCORPORATED
(Registrant)
/s/ James C.P. Berry
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Dated: December 22, 2000 James C.P. Berry
Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release
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