8-K 1 file001.txt FORM 8-K 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: January 25, 2002 J.P. MORGAN CHASE & CO. (Exact name of registrant as specified in its charter) Delaware 1-5805 13-2624428 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 Item 5. Other Events --------------------- On August 28, 2001, J.P. Morgan Chase & Co., J.P. Morgan Chase Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII filed a Registration Statement on Form S-3 (File Nos. 333-68500, 333-68500-04, 333-68500-03, 333-68500-02 and 333-68500-01) (the "Registration Statement"), which Registration Statement was declared effective on September 6, 2001. On January 25, 2002, the prospectus included in the Registration Statement was supplemented in connection with the proposed issuance and sale, pursuant to such prospectus, as so supplemented, of $1,000,000,000 of J.P. Morgan Chase Capital X 7.00% Capital Securities, Series J (Liquidation Amount $25 per Capital Security) (the "Capital Securities"). Attached hereto as Exhibit 8 is a legal opinion with respect to the Capital Securities. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits -------------------------------------------------------------------------- The following exhibit is filed with this report: Exhibit Number Description -------------- ----------- 8 Opinion of counsel as to certain federal income tax matters. 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 CHASE & CO. (Registrant) /s/ Anthony J. Horan --------------------------- Dated: January 25, 2002 Anthony J. Horan Secretary 3 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 8 Opinion of counsel as to certain federal income tax matters. 4