UNITED STATES
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 (date of earliest event reported):October 1, 2004
JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-5805 | | 13-2624428 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | |
| 270 Park Avenue, New York, NY | | 10017 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(212) 270-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
Effective July 1, 2004, Bank One Corporation (“Bank One”), merged with and into JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) pursuant to the Agreement and Plan of Merger, dated January 14, 2004. Bank One’s results of operations will be included in the Firm’s results beginning July 1, 2004.
The unaudited pro forma combined historical financial information contained in Exhibit 99.1 is being furnished pursuant to Regulation FD in order to assist investors in understanding (i) how the financial information of JPMorgan Chase and Bank One may have appeared on a combined basis had the two companies actually been merged as of the earliest date indicated and (ii) how the financial information of the lines of business of the new combined company may have appeared had the two companies actually been merged as of the earliest date indicated.
The unaudited pro forma combined historical financial information included in Exhibit 99.1 does not necessarily indicate the combined results of operations or the combined financial position of the Firm that would have resulted had the merger actually been completed at the beginning of the applicable periods presented nor is it indicative of the results of operations in future periods or the future financial position of the Firm. The information presented is intended to be supplementary financial information only and is not intended to be incorporated by reference into registration statements or reports filed by JPMorgan Chase & Co. under the Securities Act of 1933 or the Securities Exchange Act of 1934, as the case may be.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| | | |
| Exhibit Number | | Description of Exhibit |
| | | |
| 99.1 | | JPMorgan Chase & Co. Pro Forma Combined Historical Financial Statement Supplement |
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SIGNATURES
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.
| | | |
| | JPMORGAN CHASE & CO. |
| | (Registrant) |
| | | |
| | By: /s/ Joseph L. Sclafani |
| | Joseph L. Sclafani |
| | | |
| | Executive Vice President and Controller |
| | [Principal Accounting Officer] |
Dated: October 1, 2004
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EXHIBIT INDEX
| | | |
| Exhibit Number | | Description of Exhibit |
| | | |
| 99.1 | | JPMorgan Chase & Co. Pro Forma Combined Historical Financial Statement Supplement |
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