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 ----------------- ------ 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 ---------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (212) 483-2323 -------------- Item 5. Other Events - -------------------- 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 - -------------------------------------------------------------------------- The following exhibit is filed with this report: Exhibit Number Description - -------------- ----------- 99.1 Press Release 2 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 ----------------------------------- Dated: December 22, 2000 James C.P. Berry Assistant Secretary 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release 4