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: Commission File Number --------------- ---------------------- April 1, 2002 1-5805 J.P. MORGAN CHASE & CO. ----------------------- (Exact name of registrant as specified in its charter) Delaware 13-2624428 -------- ---------- (State or other jurisdiction of incorporation) (I.R.S. Employer 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 - --------------------- J.P. Morgan Chase & Co. (NYSE:JPM) announced on April 1, 2002 that it had reached agreement on March 30, 2002 with Sumitomo Corporation to settle litigation arising from a series of copper transactions in the mid-1990s. Under the agreement, J.P. Morgan Chase & Co. will pay Sumitomo $125 million, and Sumitomo will release J.P. Morgan Chase & Co. and all of its predecessors, affiliates, and current and former employees from any and all claims stemming from the trading losses and will dismiss its lawsuits against these institutions. A portion of the $125 million settlement had been previously reserved by J.P. Morgan Chase & Co. A copy of JPMorgan Chase's press release is attached as an exhibit hereto. That press release may contain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase's management and are subject to significant risks and uncertainties. Results may differ from those set forth in the forward-looking statements. Such risks and uncertainties are described in the Annual Report on Form 10-K for the year ended December 31, 2001 of J.P. Morgan Chase & Co., filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site www.sec.gov, to which reference is hereby made. Item 7. Financial Statements, Pro forma Financial Information and Exhibits EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release dated April 1, 2002 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) BY /s/ MARC J. SHAPIRO ---------------------- Marc J. Shapiro Vice Chairman, Finance, Risk Management and Administration Dated: April 1, 2002 3

EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- 99.1 Press Release 5 4

EXHIBIT 99.1 J.P. Morgan Chase & Co. [JPMORGANCHASE LOGO] 270 Park Avenue, New York, NY 10017-2070 NYSE symbol: JPM www.jpmorganchase.com News Release: IMMEDIATE RELEASE J.P. Morgan Chase and Sumitomo Corporation settle litigation NEW YORK, APRIL 1, 2002 - J.P. Morgan Chase & Co. (NYSE: JPM) announced today that it had reached agreement on March 30, 2002, with Sumitomo Corporation to settle litigation arising from a series of copper transactions in the mid-1990s. Sumitomo had in 1999 separately sued both The Chase Manhattan Bank and J.P. Morgan & Co. Incorporated for a combined total of more than $2 billion in connection with the alleged losses. Under the agreement announced today, J.P. Morgan Chase & Co. will pay Sumitomo $125 million, and Sumitomo will release J.P. Morgan Chase & Co. and all of its predecessors, affiliates, and current and former employees from any and all claims stemming from the trading losses and will dismiss its lawsuits against these institutions. A portion of the $125 million settlement had been previously reserved by J.P. Morgan Chase & Co. # # #