8-A12B 1 nov2102_8a.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 J.P. MORGAN CHASE & CO. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 13-2624428 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 270 Park Avenue New York, NY 10017 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. |X| following box. [ ] Securities Act registration statement file number to which this form relates: 333-52826 -------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ----------------------------------- Indexed Linked Notes on the American Stock Exchange, LLC S&P 500(R) Index due November 26, 2007 Securities to be registered pursuant to Section 12(g) of the Act: (Title of Class) ---------------- None ================================================================================ Item 1: Description of Registrant's Securities to be Registered. The description under the heading "Description of Debt Securities" relating to the Registrant's debt securities in the prospectus included in the Registrant's Amendment No. 1 to the Registration Statement on Form S- 3 (Registration No. 333-52826) filed with the Securities and Exchange Commission on June 13, 2001, and the descriptions under the headings "Summary" and "Description of Notes" relating to the Indexed Linked Notes on the S&P 500(R) Index due November 26, 2007 in the Registrant's prospectus supplement dated November 20, 2002, to be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which contains the final terms and provisions of the Indexed Linked Notes, are hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof. Item 2: Exhibits The following exhibits have been filed with the Securities and Exchange Commission: 3.1 Restated Certificate of Incorporation of J.P. Morgan Chase & Co. (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of J.P. Morgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2000). 3.2 By-laws, amended as of June 20, 2000, of J.P. Morgan Chase & Co. (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of J.P. Morgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2000). 4.1 Form of Global Indexed Linked Note. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. J.P. MORGAN CHASE & CO. By: /s/ John C. Wilmot --------------------------------- Name: John C. Wilmot Title: Managing Director Date: November 21, 2002 3