8-K/AFinancial EventsExhibits & Filings

JPMORGAN CHASE & CO 8-K/A Report, Financial Obligation (Jun 30, 2008)

Filed June 30, 2008For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

This Form 8-K/A filing by JPMORGAN CHASE & CO. (JPM) from June 30, 2008, serves as an amendment to a prior filing, primarily to include appendices to Supplemental Indentures and a Trust Preferred Guarantee. The core of this filing relates to JPM's assumption of significant financial obligations for its then-subsidiary, The Bear Stearns Companies Inc. ("Bear Stearns"). Specifically, JPM is providing full and unconditional guarantees for various Bear Stearns debt instruments, including medium-term notes, principal-protected notes, and ETNs, totaling approximately $19.9 billion in long-term debt, as well as preferred securities of Bear Stearns Capital Trust III ($262.5 million notional amount). Furthermore, JPM is guaranteeing payments on Bear Stearns' preferred stock, including accumulated dividends, liquidation amounts, and redemption costs. The cumulative preferred stock series mentioned (Series E, F, and G) represent substantial obligations with specific dividend rates and redemption prices. This amendment also notes that, as a result of these guarantees, Bear Stearns will cease to separately file its own current and periodic reports with the SEC, streamlining its regulatory disclosures under the umbrella of JPM.

Key Highlights

  • 1JPMorgan Chase & Co. has formally guaranteed various debt obligations and preferred stock of its subsidiary, Bear Stearns, as of June 30, 2008.
  • 2The guarantees cover Bear Stearns' long-term debt, with an aggregate principal amount of approximately $19.9 billion as of May 31, 2008.
  • 3JPM is also guaranteeing preferred securities of Bear Stearns Capital Trust III, with a notional amount of approximately $262.5 million.
  • 4The filing details guarantees for specific series of Bear Stearns' cumulative preferred stock (Series E, F, and G), including dividends, liquidation preference, and redemption amounts.
  • 5These guarantees represent a significant assumption of financial responsibility by JPM for Bear Stearns' outstanding liabilities.
  • 6As a result of these guarantees, Bear Stearns will no longer be required to file separate SEC current and periodic reports.
  • 7The amendment is primarily for the inclusion of appended documentation to previously disclosed indentures and guarantees.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report. Its main purpose is to include the appendices to the Supplemental Indentures and the Trust Preferred Guarantee, providing complete documentation for JPMorgan Chase's assumption of financial obligations related to Bear Stearns.

JPM is guaranteeing the timely and complete payment of all liabilities and obligations for Bear Stearns related to its issued long-term debt (including various notes and ETNs), preferred securities of a trust, and preferred stock (including dividends, liquidation amounts, and redemption costs).

As of May 31, 2008, the aggregate principal amount of Bear Stearns' long-term debt covered by the guarantees was approximately $19.9 billion. Additionally, the notional amount of preferred securities of Bear Stearns Capital Trust III is approximately $262.5 million.

As a result of JPM's full and unconditional guarantees, Bear Stearns will cease to separately file its own current and periodic reports with the SEC.