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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): August 27, 2012
JPMORGAN CHASE & CO.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 001-05805 | 13-2624428 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS 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
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 3.03 | Material Modification to Rights of Security Holders. |
On August 27, 2012, JPMorgan Chase & Co. (the “Company”) issued 125,750 shares (the “Shares”) of the Company’s 5.50% Non-Cumulative Preferred Stock, Series O, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series O Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 50,300,000 depositary shares (the “Depositary Shares”), each representing 1/400th of a Share, issued by Computershare Shareowner Services LLC, as depositary.
Under the terms of the Series O Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series O Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series O Preferred Stock for the most recently completed dividend period or, in the case of any such liquidation payment, does not pay to holders of the Series O Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends. The terms of the Series O Preferred Stock are more fully described in the Certificate of Designation, Powers, Preferences and Rights relating thereto (the “Certificate of Designation”), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series O Preferred Stock. Copies of the Certificate of Designation and the form of certificate representing the Series O Preferred Stock are included as Exhibit 3.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The terms of the Depositary Shares are set forth in the Deposit Agreement, dated August 27, 2012, among the Company, Computershare Shareowner Services LLC, as depositary, and the holders from time to time of the Depositary Receipts issued thereunder (the “Deposit Agreement”) and the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 27, 2012, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series O Preferred Stock. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
On August 27, 2012, the Company completed the issuance and sale of 125,750 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 50,300,000 Depositary Shares, pursuant to an Underwriting Agreement, dated August 20, 2012, among the Company, J.P. Morgan Securities LLC and the other several underwriters named therein. The sale of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-169900). In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series O Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Designation, Powers, Preferences and Rights of JPMorgan Chase & Co., establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the 5.50% Non-Cumulative Preferred Stock, Series O, filed August 27, 2012 | |
| 4.1 | Form of certificate representing the Series O Preferred Stock | |
| 4.2 | Deposit Agreement, dated August 27, 2012, among JPMorgan Chase & Co., Computershare Shareowner Services LLC, as depositary, and the holders from time to time of Depositary Receipts | |
| 4.3 | Form of Depositary Receipt (included as part of Exhibit 4.2) | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the 5.50% Non-Cumulative Preferred Stock, Series O | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) | |
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. | ||||||
| By: | /s/ Anthony J. Horan | |||||
| Name: | Anthony J. Horan | |||||
| Title: | Corporate Secretary | |||||
| Dated: August 27, 2012 | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | Certificate of Designation, Powers, Preferences and Rights of JPMorgan Chase & Co., establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the 5.50% Non-Cumulative Preferred Stock, Series O, filed August 27, 2012 | |
| 4.1 | Form of certificate representing the Series O Preferred Stock | |
| 4.2 | Deposit Agreement, dated August 27, 2012, among JPMorgan Chase & Co., Computershare Shareowner Services LLC, as depositary, and the holders from time to time of Depositary Receipts | |
| 4.3 | Form of Depositary Receipt (included as part of Exhibit 4.2) | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the 5.50% Non-Cumulative Preferred Stock, Series O | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) | |