UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 14, 2004
BANK ONE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-15323 31-0738296
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
One Bank One Plaza
Chicago, IL 60670
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(Address of principal executive offices) (zip code)
(312) 732-4000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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Bank One Corporation, a Delaware corporation ("Bank One"), and J.P. Morgan
Chase & Co., a Delaware corporation ("J.P. Morgan Chase"), have entered into an
Agreement and Plan of Merger, dated as of January 14, 2004 (the "Merger
Agreement"), a copy of which is attached as Exhibit 2.1 hereto and is
incorporated herein by reference. The description of the Merger Agreement set
forth herein is qualified in its entirety by reference to such Exhibit. The
Merger Agreement provides for the merger of Bank One with and into J.P. Morgan
Chase (the "Merger"). The Merger will be treated as a purchase by J.P. Morgan
Chase under U.S. generally accepted accounting principles and is intended to
constitute a "reorganization" for U.S. federal income tax purposes.
If the Merger is completed, each share of common stock, par value $0.01 per
share, of Bank One ("Bank One Common Stock"), outstanding immediately prior to
the effective time of the Merger will be converted into 1.32 shares (the
"Exchange Ratio") of common stock, par value $1.00 per share, of J.P. Morgan
Chase ("J.P. Morgan Chase Common Stock"). In addition, all rights with respect
to Bank One Common Stock pursuant to stock options or other stock-based awards
outstanding at such effective time, whether or not then exercisable, will be
converted into and will become rights with respect to J.P. Morgan Chase Common
Stock on otherwise substantially similar terms, adjusted to reflect the Exchange
Ratio. The Merger Agreement also provides, among other things, that the merged
company will be headed by William B. Harrison (currently chairman and chief
executive officer of J.P. Morgan Chase) as the chairman and chief executive
officer and James Dimon (currently chairman and chief executive officer of Bank
One) as president and chief operating officer of the merged company, with Mr.
Dimon to succeed Mr. Harrison as chief executive officer on the second
anniversary of the closing and Mr. Harrison continuing to serve as chairman. In
addition, the board of directors of the merged company will have sixteen
members, consisting of seven independent directors from J.P. Morgan Chase, seven
independent directors from Bank One, plus Messrs. Harrison and Dimon.
Completion of the Merger is subject to a number of conditions, including
approval of the stockholders of both companies, receipt of requisite regulatory
approvals from U.S. federal and state and foreign regulatory authorities, and
certain other customary conditions.
In connection with the Merger Agreement, each party has granted to the
other an irrevocable option (the "Option") to purchase, under certain
circumstances, up to 19.9% of its outstanding common shares at a price, subject
to certain adjustments, of $44.61 per share (in the case of the Option granted
by Bank One) and $38.90 per share (in the case of the Option granted by J.P.
Morgan Chase) (the "Stock Option Agreements"), copies of which are attached as
Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference. The
description of the Stock Option Agreements set forth herein is qualified in its
entirety by reference to such Exhibits. Under certain circumstances, the
granting party may be required to repurchase the Option and the shares acquired
pursuant to the exercise of the Option.
A copy of the joint press release of January 14, 2003, regarding the Merger
is attached as Exhibit 99.3 hereto and is hereby incorporated herein by
reference.
FORWARD LOOKING STATEMENTS DISCLAIMER
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 J.P.
Morgan Chase and Bank One Corporation, 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 J.P. Morgan Chase's and Bank One'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 approvals of the Merger on the proposed terms and schedule; the
failure of J.P. Morgan Chase and Bank One 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 relationships with clients, employees or
suppliers; 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. Additional factors that could cause J.P. Morgan
Chase's and Bank One's results to differ materially from those described in the
forward-looking statements can be found in the 2003 Quarterly Reports on Form
10-Q and the 2002 Annual Reports on Form 10-K of J.P. Morgan Chase and Bank One
filed with the SEC and available at the SEC's Internet site
(http://www.sec.gov).
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy
of the joint proxy statement/prospectus, as well as other filings containing
information about J.P. Morgan Chase and Bank One, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, without
charge, by directing a request to J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017, Attention: Office of the Secretary (212-270-6000), or to
Bank One Corporation, 1 Bank One Plaza, Suite 0738, Chicago, Illinois 60670,
Attention: Investor Relations (312-336-3013).
PARTICIPANTS IN THE MERGER SOLICITATION
The respective directors and executive officers of J.P. Morgan Chase and
Bank One and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed Merger. Information regarding J.P. Morgan
Chase's directors and executive officers is available in its proxy statement
filed with the SEC by J.P. Morgan Chase on March 28, 2003, and information
regarding Bank One's directors and executive officers is available in its proxy
statement filed with the SEC by Bank One on March 5, 2003. Other information
regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained the
joint proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
January 14, 2004, by and between J.P. Morgan Chase &
Co. and Bank One Corporation (incorporated herein by
reference to Exhibit 2.1 of the Form 8-K, dated as of
January 28, 2004, filed by J.P. Morgan Chase & Co.).
99.1 Stock Option Agreement, dated as of January 14, 2004,
by and between Bank One Corporation (issuer) and J.P.
Morgan Chase & Co. (grantee) (incorporated herein by
reference to Exhibit 99.1 of the Form 8-K, dated as
of January 28, 2004, filed by J.P. Morgan Chase &
Co.).
99.2 Stock Option Agreement, dated as of January 14, 2004,
by and between J.P. Morgan Chase & Co. (issuer) and
Bank One Corporation (grantee) (incorporated herein
by reference to Exhibit 99.2 of the Form 8-K, dated
as of January 28, 2004, filed by J.P. Morgan Chase &
Co.).
99.3 Joint press release, dated January 14, 2004, issued
by Bank One Corporation and J.P. Morgan Chase & Co
(incorporated by reference to Bank One's filing with
the Commission pursuant to Rule 425 under the
Securities Act of 1933 and Rule 14a-12 under the
Securities Exchange Act of 1934 on January 15, 2004).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
BANK ONE CORPORATION
By: /s/ Heidi Miller
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Name: Heidi Miller
Title: Chief Financial Officer
Date: January 28, 2004
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of January 14,
2004, by and between J.P. Morgan Chase & Co. and Bank One
Corporation(incorporated herein by reference to Exhibit 2.1
of the Form 8-K, dated as of January 28, 2004, filed by J.P.
Morgan Chase & Co.).
99.1 Stock Option Agreement, dated as of January 14, 2004,
by and between Bank One Corporation (issuer) and J.P. Morgan
Chase & Co. (grantee) (incorporated herein by reference to
Exhibit 99.1 of the Form 8-K, dated as of January 28, 2004,
filed by J.P. Morgan Chase & Co.).
99.2 Stock Option Agreement, dated as of January 14, 2004,
by and between J.P. Morgan Chase & Co. (issuer) and Bank One
Corporation (grantee) (incorporated herein by reference to
Exhibit 99.2 of the Form 8-K, dated as of January 28, 2004,
filed by J.P. Morgan Chase & Co.).
99.3 Joint press release, dated January 14, 2004, issued by
Bank One Corporation and J.P. Morgan Chase & Co.
(incorporated by reference to Bank One's filing with the
Commission pursuant to Rule 425 under the Securities Act of
1933 and Rule 14a-12 under the Securities Exchange Act of
1934 on January 15, 2004).