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UNITED STATES
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 (date of earliest event reported): January 7, 2005
J.P. MORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
1-5805
(Commission file number)
Delaware 13-2624428
(State of incorporation) (I.R.S. Employer Identification No.)
270 Park Avenue
New York, NY 10017
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| 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))
_______________________________________________________________________________
Item 7.01 Regulation FD Disclosure.
On January 7, 2005, JPMorgan Chase Bank announced that it had signed a
definitive agreement to acquire Vastera, Inc., a provider of global trade
management, for $3.00 per share (approximately $129 million).
A copy of the press release issued by JPMorgan Chase Bank and Vastera, Inc. on
January 7, 2005 concerning the transaction is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
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99.1 Press Release dated January 7, 2005.
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.
January 7, 2005 By /s/ Anthony Horan
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Name: Anthony Horan
Title: Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated January 7, 2005.
Exhibit 99.1
JPMorgan Chase & Co.
270 Park Avenue, New York, NY 10017-2070
NYSE symbol: JPM
www.jpmorganchase.com
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News release: IMMEDIATE
Media Contacts:
John Johmann JPMorgan Chase 212-552-9377 John.Johmann@chase.com
Judy Miller JPMorgan Chase 212-270-7171 Judith.b.Miller@jpmorgan.com
John Murray Vastera 703-661-9006 John.Murray@vastera.com
Investor Contact:
Ann Borowiec JPMorgan Chase 212-270-7318 Ann.Borowiec@jpmorgan.com
JPMORGAN CHASE TO ACQUIRE VASTERA
Transaction Will Combine Vastera's Global Trade Management Solutions
With JPMorgan Chase's Logistics and Trade Services Businesses
New York, January 7, 2005 - JPMorgan Chase Bank, N.A. (NYSE: JPM) and Vastera
(Nasdaq: VAST) today announced that they have signed an Agreement and Plan of
Merger whereby Vastera, a provider of global trade management solutions, will
be acquired by and combined with the Logistics and Trade Services businesses
of JPMorgan Chase's Treasury Services unit. Under the Agreement and Plan of
Merger, Vastera shareholders will receive $3.00 for each outstanding share of
Vastera common stock they own, for a total transaction value of approximately
$129 million.
Vastera's solutions automate the required trade management processes
associated with the physical movement of goods internationally. The
acquisition will further provide JPMorgan Chase clients with a "one-stop shop"
that addresses the increasing challenges and risks associated with moving
goods across international borders. The JPMorgan Chase solution facilitates
the seamless management of information and processes in support of physical
goods movement and financial settlement of the complete global trade process.
"Through this combination, JPMorgan Chase will be the first global financial
institution to offer a complete integrated cash, trade and logistics solution
across the physical and financial supply chains in a way that maximizes
benefits to our clients," said Paul Simpson, Emerging Payments and Global
Trade Services Business Executive for the Treasury Services unit of JPMorgan
Chase. "Moving forward, this combination gives us scale and capabilities that
are unmatched in the market place."
"We already had an extensive working relationship with JPMorgan Chase
providing global trade management solutions, and now we are able to build on
that relationship as a part of the same firm," said Tim Davenport, Chief
Executive Officer at Vastera. "Joining an organization that has a broad global
trade management infrastructure will bring tangible benefits to our clients."
"We are committed to expanding our extensive treasury management expertise to
deliver comprehensive solutions best suited to our clients' current and
evolving business requirements," said Lori Hricik, Executive Vice President
and head of JPMorgan Chase's Treasury Services unit. "This acquisition brings
our clients the benefits of end-to-end global trade management solutions and
it brings Vastera's clients the benefits of JPMorgan Chase's comprehensive
financial services platform and product set."
Completion of the merger is subject to Vastera shareholder and various banking
and other customary regulatory approvals. The transaction was approved by
Vastera's board of directors. Vastera's board recommends that the Vastera
shareholders vote in favor of the transaction at a shareholder meeting that
will be scheduled as soon as practicable. Two major shareholders representing
approximately 28% of the Vastera shares outstanding have committed to vote
their shares in favor of the transaction pursuant to voting agreements entered
into with JPMorgan Chase.
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm
with assets of $1.1 trillion and operations in more than 50 countries. The
firm is a leader in investment banking, financial services for consumers and
businesses, financial transaction processing, asset and wealth management, and
private equity. The Treasury Services (www.jpmorgan.com/ts) business of
JPMorgan Chase is a top-ranked, full-service provider of innovative payment,
collection, liquidity and investment management, trade finance, commercial
card and information solutions to corporations, financial services
institutions, middle market companies, small businesses, governments and
municipalities worldwide. With more than 50,000 clients and a presence in 36
countries, JPMorgan Treasury Services is the world's largest provider of
treasury management services. Information about the firm is available at
www.jpmorganchase.com.
About Vastera
Vastera is the worldwide leader in providing solutions for Global Trade
Management (GTM). Utilizing Vastera's GTM solutions, clients realize
significant reductions in costs to manage their global trade operations while
improving compliance with government regulations and service levels to end
customers. Vastera's GTM solutions include: TradeSphere (software), Trade
Management Consulting (business process consulting), and Managed Services
(business process outsourcing). As the only publicly traded company focused
exclusively on global trade, Vastera is headquartered in Dulles, Virginia and
has approximately 650 professionals, in 14 countries. With over 400 clients
throughout the world, many of the world's largest corporations utilize their
GTM solutions. For more information, please visit www.vastera.com.
Certain statements and information included in this press release, such as
those identified by the use of forward-looking words and phrases such as
"anticipates, " "estimates," "plans," "expects," "to continue," "subject to,"
"target" and such other similar phrases, constitute "forward-looking
statements" within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of JPMorgan Chase or Vastera or the timing and
occurrence (or non-occurrence) of the transaction described above to be
materially different from any future results, performance or achievements
expressed or implied in such forward-looking statements. Such risks and
factors may include (1) the businesses of JPMorgan Chase and Vastera may not
be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected synergies and cost
savings from the merger may not be fully realized or realized within the
expected time frame; (3) revenues following the merger may be lower than
expected; (4) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, may be greater than expected
following the merger; (5) the regulatory approvals required for the merger may
not be obtained on the proposed terms or on the anticipated schedule; (6) the
failure of Vastera's stockholders to approve the merger; (7) the strength of
the United States and world economy in general. Additional discussion of
factors that could cause actual results to differ material from management's
projections, forecasts, estimates and expectations is contained in Vastera's
and JPMorgan Chase's Securities and Exchange Commission filings.
In connection with the above-described transactions, Vastera intends to file a
proxy statement and other materials with the Securities and Exchange
Commission. STOCKHOLDERS OF VASTERA ARE URGED TO READ THE PROXY STATEMENT AND
THESE OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy
statement and these other materials when they become available, as well as
other materials filed with the Securities and Exchange Commission concerning
Vastera, at the Securities and Exchange Commission's web site at
http://www.sec.gov. Stockholders of Vastera may also obtain for free the proxy
statement and other documents filed by Vastera with the Securities and
Exchange Commission in connection with the above-described transactions by
directing a request to Vastera, 45025 Aviation Drive, Suite 300, Dulles, VA
20166; Attention: Investor Relations.
Vastera and JPMorgan Chase and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Vastera in connection with the merger. Information about
Vastera and JPMorgan Chase and their respective directors and officers can be
found in Vastera's and JPMorgan Chase's Proxy Statements and Annual Reports on
Form 10-K filed with the Securities and Exchange Commission. Additional
information regarding the interests of those persons may be obtained by
reading the proxy statement when it becomes available. Thomas Weisel Partners
LLC acted as the principal financial advisor to Vastera on this transaction.
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