Unassociated Document
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): June 22,
2007
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JPMORGAN
CHASE & CO.
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(Exact
Name of Registrant
as
Specified in Charter)
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DELAWARE
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(State
or Other Jurisdiction of Incorporation)
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001-05805
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13-2624428
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(Commission
File Number)
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(IRS
Employer Identification No.)
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270
Park Avenue,
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
270-6000
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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):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
9.01. Financial Statements and Exhibits
(d) Exhibits
The
following Exhibits are incorporated by reference into the Registration
Statement
on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the “Registrant”) as
exhibits thereto and are filed as part of this Current Report.
8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the PHLX Semiconductor SectorSM
Index due
December 27, 2007
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Lesser Index Annual
Review Notes Linked to the Dow Jones EURO STOXX 50®
Index and the
Nikkei 225 Index due July 6, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Dow Jones EURO STOXX 50®
Index
due July
3, 2008
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Nikkei 225 Index due June 25, 2009
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Bearish Auto Callable
Buffered Knock-Out Notes Linked Inversely to the S&P 500®
Index due July
25, 2008
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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.
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JPMORGAN
CHASE & CO.
(Registrant)
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By: |
/s/ Neila
B. Radin |
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Name:
Neila
B. Radin
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Title:
Senior
Vice President
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Dated:
June 26, 2007
EXHIBIT
INDEX
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the PHLX Semiconductor SectorSM
Index due
December 27, 2007
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Lesser Index Annual
Review Notes Linked to the Dow Jones EURO STOXX 50®
Index and the
Nikkei 225 Index due July 6, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Dow Jones EURO STOXX 50® Index
due July
3, 2008
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Nikkei 225 Index due June 25, 2009
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Bearish Auto Callable
Buffered Knock-Out Notes Linked Inversely to the S&P 500®
Index due July
25, 2008
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4
Unassociated Document
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 509 dated June 22, 2007 relating to Return Enhanced Notes
Linked
to the PHLX Semiconductor SectorSM Index
due December
27, 2007 (the “Pricing
Supplement”) to product supplement no. 81-I dated June 8, 2007 relating to
Return Enhanced Notes Linked to the PHLX Semiconductor SectorSM
Index (the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K of
the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant to the
Pricing Supplement as a result of the ownership and disposition of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Unassociated Document
Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 510 dated June 22, 2007 relating to Lesser Index Annual
Review
Notes Linked to the Dow Jones EURO STOXX 50® Index
and the Nikkei
225 Index due July 6, 2010 (the
“Pricing Supplement”) to product supplement
no. 25-I dated March 23, 2006
relating to Lesser Index Review Notes Linked to the Dow Jones EURO STOXX
50® Index
and
the Nikkei 225 Index (the “Product Supplement”) to a prospectus supplement dated
December 1, 2005 (the “Prospectus Supplement”) for the Company’s Global
Medium-Term Notes, Series E, Global Warrants, Series E and Global Units,
Series
E, relating to a prospectus dated December 1, 2005 (the “Prospectus”) contained
in the Company’s Registration Statement on Form S-3ASR (Registration Statement
No. 333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant to the
Pricing Supplement as a result of the ownership and disposition of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Unassociated Document
Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 511 dated June 22, 2007 relating to Buffered Return
Enhanced Notes
Linked to the Dow Jones EURO STOXX 50® Index
due July 3,
2008 (the “Pricing
Supplement”) to product supplement no. 19-I dated March 21, 2006 relating to
Return Enhanced Notes
Linked to
the Dow Jones EURO STOXX 50®
Index (the “Product Supplement”)
to a prospectus supplement dated December 1, 2005 (the “Prospectus Supplement”)
for the Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E
and Global Units, Series E, relating to a prospectus dated December 1,
2005 (the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities
Act of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant to
the
Pricing Supplement as a result of the ownership and disposition of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the
Act.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Unassociated Document
Exhibit
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 512 dated June 22, 2007 relating to Buffered Return
Enhanced Notes
Linked to the Nikkei 225 Index due June 25, 2009 (the “Pricing Supplement”) to
product supplement no. 10-II dated March 20, 2006 relating to Return
Enhanced
Notes Linked to the Nikkei 225 Index (the “Product Supplement”) to a prospectus
supplement dated December 1, 2005 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1,
2005 (the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities
Act of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant
to the
Pricing Supplement as a result of the ownership and disposition of
such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the
Act.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Unassociated Document
Exhibit
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 513 dated June 22, 2007 relating to Bearish Auto
Callable Buffered
Knock-Out Notes Linked Inversely to the S&P 500®
Index due July 25,
2008 (the “Pricing
Supplement”) to product supplement no. 82-II dated June 14, 2007 relating to
Bearish Auto Callable Knock-Out Notes Linked Inversely to the S&P 500®
Index (the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051)
(the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax
Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant
to the
Pricing Supplement as a result of the ownership and disposition of
such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax
Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the
Act.
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Very
truly yours,
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|
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/s/
Davis Polk & Wardwell
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