UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 1, 2010
JPMORGAN CHASE & CO.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-05805 | 13-2624428 | |
(Commission File Number) | (IRS Employer Identification No.) |
270 Park Avenue, New York, NY |
10017 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | 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 8.01. | Other Events |
On April 1, 2010, JPMorgan Chase & Co. (JPMorgan Chase or the Company), and JPMorgan Chase Capital XXIX, a statutory trust formed under the laws of the State of Delaware (XXIX Trust), closed the public offering of $1,500,000,000 aggregate liquidation amount of XXIX Trusts 6.70% Capital Securities, Series CC (the XXIX Capital Securities), representing preferred beneficial interests in XXIX Trust. The XXIX Capital Securities and the related guarantee have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File Nos. 333-146220 and 333-146220-03).
In connection with the issuance of the XXIX Capital Securities, Simpson Thacher & Bartlett LLP rendered an opinion regarding certain tax matters. A copy of their opinion is attached as Exhibit 8.1.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following Exhibit is being filed and not furnished as part of this Current Report and is incorporated by reference into the Registration Statement on Form S-3 (File Nos. 333-146220 and 333-146220-03) of the Company and XXIX Trust.
8.1 | Tax Opinion of Simpson Thacher & Bartlett LLP dated April 1, 2010 (XXIX Capital Securities) |
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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.
JPMORGAN CHASE & CO. | ||
(Registrant) | ||
By: | /S/ ANTHONY J. HORAN | |
Name: | Anthony J. Horan | |
Title: | Corporate Secretary |
Dated: April 1, 2010
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EXHIBIT INDEX
Exhibit |
Description | |
8.1 | Tax Opinion of Simpson Thacher & Bartlett LLP dated April 1, 2010 (XXIX Capital Securities) |
Exhibit 8.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
(212) 455 2000
April 1, 2010
Re: | Issuance and Sale of 6.70% Capital Securities, Series CC, | |||||||||
by JPMorgan Chase Capital XXIX |
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
JPMorgan Chase Capital XXIX
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
We have acted as special tax counsel to JPMorgan Chase & Co., a Delaware corporation (the Corporation), and JPMorgan Chase Capital XXIX, a Delaware statutory trust (the Trust, and together with the Corporation, the Registrants), in connection with the preparation and filing by the Registrants with the Securities and Exchange Commission (the Commission) of a Registration Statement on Form S-3 (File No. 333-146220 and 333-146220-03), under the Securities Act of 1933, as amended (the Act), as it became effective under the Act (the Registration Statement) and with respect to: (i) the issuance and sale of the 6.70% Junior Subordinated Deferrable Interest Debentures, Series CC, due April 2, 2040 (the Subordinated Debentures) by the Corporation pursuant to the Indenture (the Indenture), dated as of December 1, 1996, between the Corporation and The Bank of New York Mellon, as trustee, as supplemented by the supplemental indentures, dated as of September 23, 2004, May 19, 2005, and December 22, 2009; and (ii) the issuance and sale of the
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April 1, 2010
6.70% Capital Securities, Series CC (the Capital Securities) and the common securities (the Common Securities, and together with the Capital Securities, the Trust Securities) pursuant to the Amended and Restated Trust Agreement (the Trust Agreement), dated as of April 1, 2010, among the Corporation, as Depositor, The Bank of New York Mellon, as Property Trustee, BNY Mellon Trust of Delaware, as Delaware Trustee, the Administrative Trustees named therein and the several Holders (as defined therein) of the Trust Securities. The Capital Securities will be offered for sale to investors pursuant to the Registrants prospectus dated September 21, 2007, as supplemented by the prospectus supplement dated March 25, 2010 (the Prospectus), filed by the Registrants pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act.
The Trust Securities are guaranteed by the Corporation with respect to the payment of distributions and payments upon liquidation, redemption and otherwise pursuant to, and to the extent set forth in, the Guarantee Agreement, (the Guarantee), dated as of April 1, 2010, between the Corporation, as guarantor, and The Bank of New York Mellon, as trustee, for the benefit of the holders of the Trust Securities. All capitalized terms used in this opinion letter and not otherwise defined herein shall have the meaning ascribed to such terms in the Prospectus.
In delivering this opinion letter, we have reviewed and relied upon: (i) the Prospectus; (ii) the Indenture; (iii) a form of the Subordinated Debentures; (iv) a form of the Trust Agreement; (v) a form of the Guarantee; (vi) a form of the Trust Securities; (vii) the Pricing Agreement dated as of March 25, 2010 among J.P. Morgan Securities Inc., the Corporation and the Trust, which incorporates by reference the
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April 1, 2010
Standard Provisions dated August 10, 2006 (together, the Underwriting Agreement); and (viii) the representation letter of the Corporation dated April 1, 2010 delivered to us for purposes of this opinion letter; and have made such other investigations as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In rendering the opinions described below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that the transactions related to the issuance of the Subordinated Debentures and the Trust Securities will be consummated in accordance with the terms of the documents and forms of documents described herein.
Based on the foregoing and subject to the qualifications, assumptions and limitations stated herein and in the Prospectus, we are of the opinion that (i) assuming that the Trust was formed and will be maintained in compliance with the terms of the Trust Agreement, the Trust will be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes, (ii) the Subordinated Debentures will be treated as debt for United States federal income tax purposes, and (iii) the statements made in the Prospectus under the caption Certain United States Federal Income Tax Consequences, insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.
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April 1, 2010
We express no opinions with respect to the transactions referred to herein or in the Prospectus other than as expressly set forth herein. Moreover, we note that there is no authority directly on point dealing with securities such as the Capital Securities or transactions of the type described herein and that our opinions are not binding on the Internal Revenue Service or the courts, either of which could take a contrary position. Nevertheless, we believe that the opinions expressed herein, if challenged, would be sustained by a court with jurisdiction in a properly presented case.
We do not express any opinion herein concerning any law other than the federal law of the United States.
We hereby consent to the filing of this opinion letter as an exhibit to the Corporations Form 8-K (which is deemed incorporated by reference into the Prospectus constituting part of the Registration Statement) and to the use of our name under the captions Certain United States Federal Income Tax Consequences and Validity of Securities in the Prospectus.
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |