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
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| Date of Report: August 12, 2002 | | Commission file number 1-5805 |
J.P. MORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
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| Delaware | | 13-2624428 |
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(State or other jurisdiction
of incorporation) | | (I.R.S. Employer
Identification No.) |
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| 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
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are furnished as part of this report:
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| Exhibit | | Description |
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| 99.1 | | Statement under oath, dated August 12, 2002, of the Principal Executive Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934. |
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| 99.2 | | Statement under oath, dated August 12, 2002, of the Principal Financial Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934. |
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| 99.3 | | Certification of Periodic Report, dated August 12, 2002, of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Item 9. Regulation FD Disclosure
On August 12, 2002, the principal executive officer and principal financial officer of J.P. Morgan Chase & Co. (the “Company”) each submitted to the Securities and Exchange Commission a written statement under oath regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934 pursuant to Securities and Exchange Commission Order No. 4-460. Attached as Exhibits 99.1 and 99.2 are copies of such written statements.
In addition, on August 12, 2002, the principal executive officer and principal financial officer of the Company provided a written statement accompanying the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Attached as Exhibit 99.3 is a copy of such written statement.
The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K , including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
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EXHIBIT INDEX
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| Exhibit Number | | Description |
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| 99.1 | | Statement under oath, dated August 12, 2002, of the Principal Executive Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934. |
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| 99.2 | | Statement under oath, dated August 12, 2002, of the Principal Financial Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934. |
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| 99.3 | | Certification of Periodic Report, dated August 12, 2002, of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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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.
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| | | J.P. MORGAN CHASE & CO.
(Registrant) |
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| | | /s/ William H. McDavid
William H. McDavid
General Counsel |
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| Dated: August 12, 2002 | | |
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