-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmRgJtiXwRIMBVLm/4/UzHBapxP6+f9zhzQRRy01aNKlN+LgWN3GDBNknf9J46t/ 8ItovlrJA189PKrk/yGkjA== 0000950103-03-000692.txt : 20040218 0000950103-03-000692.hdr.sgml : 20040218 20030306191822 ACCESSION NUMBER: 0000950103-03-000692 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030307 DATE AS OF CHANGE: 20040218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-05805 FILM NUMBER: 03595231 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 8-A12B 1 mar0603_8a12b.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 ------------------- ------------------------------ JPMorgan Market Participation Notes on the American Stock Exchange, LLC S&P 500(R)Index due March 12, 2008 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 description under the headings "Summary" and "Description of Notes" relating to the JPMorgan Market Participation Notes on the S&P 500(R) Index due March 12, 2008 in the Registrant's prospectus supplement dated March 6, 2003 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 JPMorgan Market Participation Notes and is 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: March 6, 2003 3 EX-4.1 3 mar0603_ex401.txt EXHIBIT 4.1 Registered Registered No. 1 $5,611,000 CUSIP No: 46625HAU4 J.P. MORGAN CHASE & CO. JPMorgan Market Participation Notes on the S&P 500(R)Index due March 12, 2008 ("Notes") This security is not a deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation or by any other governmental entity. This security is a Registered Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., the nominee of The Depository Trust Company (the "Depositary"). This Registered Global Security is exchangeable for Notes registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this security (other than a transfer of this security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. The Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in this Registered Global Security unless such beneficial interest is in an amount equal to an authorized denomination for the Notes, and the Depositary, by its acceptance hereof, agrees to be so bound. Unless this security is presented by an authorized representative of the Depositary to J.P. Morgan Chase & Co. or its agent for registration of transfer, exchange or payment, and any Notes issued are registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful since the registered owner hereof, Cede & Co., has an interest herein. J.P. Morgan Chase & Co., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the amount due upon maturity, as determined in accordance with the formula set forth under "Payment at Maturity" below, with respect to the principal sum of FIVE MILLION SIX HUNDRED ELEVEN THOUSAND DOLLARS ($5,611,000 ), on March 12, 2008, on the terms and in the manner described on the reverse hereof. Payment at maturity will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts: provided, however, that at the option of the Company, payment at maturity may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the security register of the Company. Reference is hereby made to the further provisions of this security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, or an Authenticating Agent, by manual signature, this security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. Payment at Maturity This security pays no interest. This security will mature on March 12, 2008 (the "Maturity Date"). At maturity, a Holder will be entitled to receive an amount in cash per each $1,000 principal amount of this security equal to the principal amount of $1,000 plus an additional amount ("Additional Amount") if the Final Average Index Level (as defined below) exceeds the Initial Index Level (as defined below), calculated as follows: $1,000 x Final Average Index Level - Initial Index Level ----------------------------------------------- Initial Index Level ; provided, however in no event will the Additional Amount exceed $400 per $1,000 principal amount. If this amount is zero or less, the Holder will not be paid an Additional Amount. The "Index" is the S&P 500(R) Index. The "Initial Index Level" is equal to 822.10. The "Index Closing Level" on any Trading Day will equal the closing level of the Index or any Successor Index (as defined below) at the regular official weekday close of the principal trading session of the NYSE, the AMEX, the Nasdaq National Market or the relevant exchange or market for the Successor Index. The "Final Average Index Level" means the arithmetic average of the Index Closing Levels on each Monthly Determination Date. A "Monthly Determination Date" will be the 7th day of each calendar month from and including April 7, 2003 to and including March 7, 2008; provided that, in each case, if the Monthly Determination Date is not a Trading Day, the Monthly Determination Date will be the immediately following Trading Day, subject in each case to adjustment in the event of a Market Disruption Event. If a Market Disruption Event occurs on any Monthly Determination Date, the Index Closing Level will be determined on the immediately succeeding Trading Day on which no Market Disruption Event occurs; provided that the Index Closing Level will not be determined on a date later than the second scheduled Trading Day prior to maturity, and if such day is not a Trading Day, or if there is a Market Disruption Event on such date, J.P. Morgan Securities Inc., in its capacity as Calculation Agent (the "Calculation Agent") will determine the level of the Index on such date in accordance with the formula for and method of calculating the Index last in effect prior to commencement of the Market Disruption Event (or prior to the non-Trading Day), using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation or non-trading day) on such date of each security most recently constituting the Index. A "Trading Day" is a day, as determined by the Calculation Agent, on which trading is generally conducted on the New York Stock Exchange, Inc., the American Stock Exchange LLC, the Nasdaq National Market, the Chicago Mercantile Exchange and the Chicago Board Options Exchange and in the over-the-counter market for equity securities in the United States. The Company will irrevocably deposit with the Depositary no later than the close of business on the Maturity Date funds sufficient to make payments of the principal amount and any Additional Amount payable at maturity with respect to the Notes on such date. The Company will give the Depositary irrevocable instructions and authority to pay such amount to the Holders of the Notes entitled thereto. In the event that the Maturity Date is not a Business Day (as defined below), then payments payable on such date will be made on the next succeeding Business Day with the same force and effect as if made on such date, except that, if such Business Day falls in the next calendar year 2 such payment will be made on the immediately preceding Business Day. A "Business Day" is any day other than a day on which banking institutions in The City of New York are authorized or required by law or regulation to close or a day on which transactions in dollars are not conducted. Calculation Agent The Calculation Agent will determine the Index Closing Level on each Monthly Determination Date, the Final Average Index Level and the Additional Amount, if any, payable at maturity of this security. In addition, the Calculation Agent will determine whether there has been a Market Disruption Event, a discontinuance of the Index and whether there has been a material change in the method of calculating the Index. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on each Holder and the Company. The Calculation Agent will calculate the Additional Amount, if any, on the final Monthly Determination Date. The Calculation Agent will provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, of the Additional Amount, if any, on or prior to 11:00 a.m. on the Business Day preceding the Maturity Date. Market Disruption Events With respect to the Index, a "Market Disruption Event" means: (i)(a) a suspension, absence or material limitation of trading of stocks then constituting 20 percent or more of the level of the Index (or the relevant Successor Index) on the Relevant Exchanges (as defined below) for such securities for more than two hours of trading or during the one hour period preceding the close of the principal trading session on such relevant exchange; or (b) a breakdown or failure in the price and trade reporting systems of any Relevant Exchange as a result of which the reported trading prices for stocks then constituting 20 percent or more of the level of the Index (or the relevant Successor Index) during the last one hour preceding the close of the principal trading session on such relevant exchange are materially inaccurate; or (c) the suspension, absence or material limitation of trading on any major U.S. securities market for trading in futures or options contracts related to the Index (or the relevant Successor Index) for more than two hours of trading or during the one hour period preceding the close of the principal trading session on such market, in each case as determined by the Calculation Agent in its sole discretion; and (ii) a determination by the Calculation Agent in its sole discretion that the event described above materially interfered with its ability or the ability of any of the Company's affiliates to adjust or unwind all or a material portion of any hedge with respect to the Notes. For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the level of the Index shall be based on a comparison of: (i) the portion of the level of the Index attributable to that security relative to (ii) the overall level of the Index, in each case immediately before that suspension or limitation. 3 For purposes of determining whether a Market Disruption Event has occurred: (i) a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange or market; (ii) a decision to permanently discontinue trading in the relevant futures or options contract will not constitute a Market Disruption Event; (iii) limitations pursuant to the rules of any relevant exchange similar to NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated by any other self-regulatory organization or any government agency of scope similar to NYSE Rule 80A as determined by the Calculation Agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading; (iv) a suspension of trading in futures or options contracts on the Index by the primary securities market trading in such contracts by reason of (a) a price change exceeding limits set by such exchange or market, (b) an imbalance of orders relating to such contracts, or (c) a disparity in bid and ask quotes relating to such contracts will, in each such case, constitute a suspension, absence or material limitation of trading in futures or options contracts related to the Index; and (v) a "suspension, absence or material limitation of trading" on any relevant exchange or on the primary market on which futures or options contracts related to the Index are traded will not include any time when such market is itself closed for trading under ordinary circumstances. "Relevant Exchange" means the primary U.S. organized exchange or market of trading for any security (or any combination thereof) then included in the Index or any Successor Index. Discontinuance of the S&P 500 Index; Alteration of Method of Calculation If Standard & Poor's, a division of McGraw-Hill Companies, Inc. ("S&P") discontinues publication of the Index and S&P or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Index (such index being referred to herein as a "Successor Index"), then any Index Closing Level will be determined by reference to the level of such Successor Index at the close of trading on the NYSE, the AMEX, the Nasdaq National Market or the relevant exchange or market for the Successor Index on the relevant Monthly Determination Date. Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will cause written notice thereof to be promptly furnished to the Trustee, to the Company and to the Holders of the Notes. If S&P discontinues publication of the Index prior to, and such discontinuance is continuing on, any Monthly Determination Date and the Calculation Agent determines, in its sole discretion, that no Successor Index is available at such time, then the Calculation Agent will determine the Index Closing Level for such date. The Index Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each security most recently comprising the Index. Notwithstanding these alternative arrangements, discontinuance of the publication of the Index on the Relevant Exchange may adversely affect the value of the Notes. 4 If at any time the method of calculating the Index or a Successor Index, or the value thereof, is changed in a material respect, or if the Index or a Successor Index is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the level of the Index or such Successor Index had such changes or modifications not been made, then, from and after such time, the Calculation Agent will, at the close of business in New York City on each date on which the Index Closing Level is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a level of a stock index comparable to the Index or such Successor Index, as the case may be, as if such changes or modifications had not been made, and the Calculation Agent will calculate the Index Closing Level and the Initial Index Level, if necessary, with reference to the Index or such Successor Index, as adjusted. Accordingly, if the method of calculating the Index or a Successor Index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (e.g., due to a split in the index), then the Calculation Agent will adjust such index in order to arrive at a level of the Index or such Successor Index as if it had not been modified (e.g., as if such split had not occurred). Events of Default Events of Default relating to the Notes are set forth in Section 5.01 of the Indenture. Alternate Additional Amount Calculation in Case of an Event of Default In case an Event of Default with respect to the Notes shall have occurred and be continuing, the amount declared due and payable for each Note upon any acceleration of the Notes will be equal to $1,000 plus the Additional Amount, if any, determined as though the Index Closing Level for any Monthly Determination Date scheduled to occur on or after such date of acceleration were the Index Closing Level on the date of acceleration. Defeasance The Notes will not be subject to the defeasance provisions contained in Article 13 of the Indenture. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Date: March __, 2003 J.P. MORGAN CHASE & CO. By: ------------------------------------------------------ Name: Title: Attest: -------------------------------------------------- Name: Title: [Seal] TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), As Trustee BY: JPMORGAN CHASE BANK, As Authenticating Agent By:____________________________ Name: Title: 6 [REVERSE OF SECURITY] JPMorgan Market Participation Notes on the S&P 500(R)Index due March 12, 2008 This security is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under an Indenture dated as of May 25, 2001, (the "Indenture"), between the Company and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company) (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. This security is one of the series designated as the JPMorgan Market Participation Notes on the S&P 500(R) Index due March 12, 2008 of the Company, which series shall have an aggregate principal amount of $5,611,000. The Notes are not redeemable at the option of the Company prior to maturity and are not subject to any sinking fund. If an Event of Default specified under the Indenture with respect to the Notes shall occur and be continuing, the Notes may be declared due and payable in the manner and with the effect provided in the Indenture and on the face hereof and the Calculation Agent will determine the Additional Amount in accordance with the calculation set forth under "Alternate Additional Amount Calculation in Case of an Event of Default" on the face hereof. Upon payment of the amount so declared due and payable, all of the Company's obligations in respect of the payment due at maturity on the Notes shall terminate. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the securities of each series at the time Outstanding, on behalf of the Holders of all securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this security shall be conclusive and binding upon such Holder and upon all future holders of this security and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this security is registrable in the security register of the Company, upon surrender of this security for registration of transfer in any place where the amount due at maturity of this security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this security is registered as the owner hereof and for all purposes, whether or not this security shall be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse for the payment of amounts due at maturity of this security or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in this security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by each Holder of this security. All terms used in this security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This security shall be governed by and construed in accordance with the laws of the State of New York. 2 -----END PRIVACY-ENHANCED MESSAGE-----