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UNITED STATES
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 (Date of earliest event reported): April 7, 2006
JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
Delaware 1-5805 13-2624428
(State or other Commission File (I.R.S. Employer
jurisdiction of Number) (Identification Number)
incorporation)
270 Park Avenue 10017
New York, NY
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
(Former name or former address, if changed since last report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS
On Friday, April 7, 2006, JPMorgan Chase & Co. ("JPMorgan") and The Bank
of New York Company, Inc. ("Bank of New York") entered into a definitive
agreement pursuant to which JPMorgan agreed to acquire Bank of New York's
consumer, small-business and middle-market banking businesses in exchange for
JPMorgan's corporate trust business plus a cash payment of $150 million. The
transaction has been approved by both companies' board of directors, and the
completion of the transaction is subject to the receipt of necessary regulatory
approvals.
A copy of the agreement is included herein as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Purchase and Assumption Agreement, dated as of April 7, 2006,
by and between The Bank of New York Company, Inc. and JPMorgan
Chase & Co.
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.
JPMORGAN CHASE & CO.
Date: April 13, 2006 By: /s/ Anthony J. Horan
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Name: Anthony J. Horan
Title: Corporate Secretary
2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Purchase and Assumption Agreement, dated as of April 7, 2006,
by and between The Bank of New York Company, Inc. and JPMorgan
Chase & Co.