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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 16, 2008
JPMORGAN CHASE & CO.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-05805 13-2624428
(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):
[ ]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 March 16, 2008, JPMorgan Chase & Co. ("JPMorgan Chase" or the "Firm")
entered into an Agreement and Plan of Merger with The Bear Stearns Companies
Inc. ("BSC"), dated March 16, 2008, as amended March 24, 2008. Certain
financial information for BSC and pro forma combined financial information are
attached as Exhibits hereto.
Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the merger between
JPMorgan Chase and BSC, including future financial and operating results, the
combined company's plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based upon the
current beliefs and expectations of JPMorgan Chase's management and are subject
to significant risks and uncertainties. Actual results may differ from those
set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to obtain
governmental and self-regulatory organization approvals of the merger on the
proposed terms and schedule, and any changes to regulatory agencies' outlook
on, responses to and actions and commitments taken in connection with the
merger and the agreements and arrangements related thereto; the extent and
duration of continued economic and market disruptions; adverse developments in
the business and operations of BSC, including the loss of client, employee,
counterparty and other business relationships; the failure of BSC stockholders
to approve the merger; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
merger may not be fully realized or may take longer to realize than expected;
disruption from the merger making it more difficult to maintain business and
operational relationships; increased competition and its effect on pricing,
spending, third-party relationships and revenues; the risk of new and changing
regulation in the U.S. and internationally and the exposure to litigation
and/or regulatory actions. Additional factors that could cause JPMorgan Chase's
results to differ materially from those described in the forward-looking
statements can be found in the firm's Annual Report on Form 10-K for the year
ended December 31, 2007, filed with the Securities and Exchange Commission and
available at the Securities and Exchange Commission's Internet site
(http://www.sec.gov).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibits 99.1, 99.2, 99.4, 99.5 and 99.6 shall not be deemed filed with respect
to the Firm's Registration Statements other than the Firm's Registration
Statement on Form S-3 (File No. 333-146731).
Exhibit No. Description
- ----------- -----------
99.1 Consolidated Financial Statements of The Bear Stearns Companies
Inc. as of November 30, 2007 and 2006, and for each of the three
years in the period ended November 30, 2007, including the Report
of Independent Registered Public Accounting Firm dated January 28,
2008, except for Note 23, which is as of April 11, 2008 (which
report expresses an unqualified opinion and includes explanatory
paragraphs referring to substantial doubt about the Company's
ability to continue as a going concern, and the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 155,
Accounting for Certain Hybrid Instruments, an amendment of FASB
Statements No. 133 and 140 and SFAS No. 157, Fair Value
Measurements).
99.2 Historical Financial Statement Schedule of condensed financial
information of The Bear Stearns Companies Inc. (Parent Company
Only) as of November 30, 2007 and 2006, and for each of the three
years in the period ended November 30, 2007, including the Report
of Independent Registered Public Accounting Firm dated January 28,
2008, except for Note 4, which is as of April 11, 2008 (which
report expresses an unqualified opinion and includes explanatory
paragraphs referring to substantial doubt about the Company's
ability to continue as a going concern, and the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 155,
Accounting for Certain Hybrid Instruments, an amendment of FASB
Statements No. 133 and 140 and SFAS No. 157, Fair Value
Measurements).
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99.3 Unaudited Pro Forma Combined Financial Information of JPMorgan Chase &
Co. and The Bear Stearns Companies Inc.
99.4 Unaudited Condensed Consolidated Financial Statements of The Bear Stearns
Companies Inc. for the three months ended February 29, 2008 and February
28, 2007, including the Review Report of Independent Registered Public
Accounting Firm dated April 14, 2008 (which report included explanatory
paragraphs referring to substantial doubt about the Company's ability to
continue as a going concern, and the adoption of Financial Accounting
Standards Board Interpretation No. 48, Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement No. 109).
99.5 Consent of Deloitte & Touche LLP.
99.6 Letter Re: Unaudited Interim Financial Information.
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/ Anthony J. Horan
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Name: Anthony J. Horan
Title: Corporate Secretary
Dated: April 16, 2008
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Consolidated Financial Statements of The Bear Stearns Companies
Inc. as of November 30, 2007 and 2006, and for each of the three
years in the period ended November 30, 2007, including the Report
of Independent Registered Public Accounting Firm dated January 28,
2008, except for Note 23, which is as of April 11, 2008 (which
report expresses an unqualified opinion and includes explanatory
paragraphs referring to substantial doubt about the Company's
ability to continue as a going concern, and the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 155,
Accounting for Certain Hybrid Instruments, an amendment of FASB
Statements No. 133 and 140 and SFAS No. 157, Fair Value
Measurements).
99.2 Historical Financial Statement Schedule of condensed financial
information of The Bear Stearns Companies Inc. (Parent Company
Only) as of November 30, 2007 and 2006, and for each of the three
years in the period ended November 30, 2007, including the Report
of Independent Registered Public Accounting Firm dated January 28,
2008, except for Note 4, which is as of April 11, 2008 (which
report expresses an unqualified opinion and includes explanatory
paragraphs referring to substantial doubt about the Company's
ability to continue as a going concern, and the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 155,
Accounting for Certain Hybrid Instruments, an amendment of FASB
Statements No. 133 and 140 and SFAS No. 157, Fair Value
Measurements).
99.3 Unaudited Pro Forma Combined Financial Information of JPMorgan
Chase & Co. and The Bear Stearns Companies Inc.
99.4 Unaudited Condensed Consolidated Financial Statements of The Bear
Stearns Companies Inc. for the three months ended February 29,
2008 and February 28, 2007, including the Review Report of
Independent Registered Public Accounting Firm dated April 14, 2008
(which report included explanatory paragraphs referring to
substantial doubt about the Company's ability to continue as a
going concern, and the adoption of Financial Accounting Standards
Board Interpretation No. 48, Accounting for Uncertainty in Income
Taxes--an interpretation of FASB Statement No. 109).
99.5 Consent of Deloitte & Touche LLP.
99.6 Letter Re: Unaudited Interim Financial Information.
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