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): May 16,
2008
|
|
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)
|
|
|
|
|
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):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
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
|
Tax
Opinion of Davis Polk & Wardwell relating to Notes Linked to a
Weighted Basket of Three Buffered Return Enhanced Components,
Consisting of the Dow Jones EURO STOXX 50®
Index, the FTSE™ 100
Index and the TOPIX®
Index due June 4, 2009
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to Dual Directional Buffered
Return Enhanced Notes Linked to a Basket Consisting of the AMEX
Hong Kong 30 Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price
Index 200,
the MSCI Singapore Index and the MSCI Taiwan Index due June 4,
2009
|
8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Dual Directional Buffered
Return Enhanced Notes Linked to the S&P 500®
Index due
June 4, 2009
|
8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Performance of an Equally Weighted Basket of Four Currencies
Relative to the U.S. Dollar due November 22,
2010
|
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: May
20, 2008
EXHIBIT
INDEX
|
|
|
8.1
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Notes Linked to a
Weighted Basket of Three Buffered Return Enhanced Components,
Consisting of the Dow Jones EURO STOXX 50®
Index, the FTSE™ 100
Index and the TOPIX®
Index due June 4, 2009
|
8.2
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Dual Directional Buffered
Return Enhanced Notes Linked to a Basket Consisting of the AMEX
Hong Kong 30 Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price
Index 200,
the MSCI Singapore Index and the MSCI Taiwan Index due June 4,
2009
|
8.3
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Dual Directional Buffered
Return Enhanced Notes Linked to the S&P 500®
Index due
June 4, 2009
|
8.4
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Performance of an Equally Weighted Basket of Four Currencies
Relative to the U.S. Dollar due November 22,
2010
|
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. 1259 dated May 16, 2008 relating to Notes Linked to a Weighted
Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones
EURO STOXX 50® Index,
the FTSE™ 100 Index and the TOPIX® Index
due June 4, 2009 (the “Pricing Supplement”) to product supplement no. 103-I
dated October 19, 2007 relating to Notes Linked to a Basket of Return Enhanced
Components (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.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
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. 1260 dated May 16, 2008
relating to Dual Directional Buffered Return Enhanced Notes Linked to a Basket
Consisting of the AMEX Hong Kong 30 Index, the FTSE/Xinhua China 25 Index, the
Korea Stock Price Index 200, the MSCI Singapore Index and the MSCI Taiwan Index
due June 4, 2009 (the “Pricing Supplement”) to product supplement no. 134-I
dated April 29, 2008 relating to Buffered Dual Directional Return Enhanced Notes
Linked to a Weighted Basket Consisting of One or More of the S&P 500® Index,
the S&P BRIC 40 Index, the Nikkei 225 Index, the Dow Jones EURO STOXX
50® Index,
the Dow Jones U.S. Real Estate Index, the Dow Jones — AIG Commodity IndexSM, the
FTSE™ 100 Index, the MSCI EAFE® Index,
the NASDAQ-100 Index®, the
Russell 1000® Growth
Index, the Russell 1000® Value
Index, the Russell 2000® Index,
the AMEX Hong Kong 30 Index, the FTSE/Xinhua China 25 Index, the Korea Stock
Price Index 200, the MSCI Taiwan Index, the MSCI Singapore Index, the TOPIX® Index,
the iShares® Dow
Jones U.S. Real Estate Index Fund, the iShares® MSCI
Emerging Markets Index Fund, the SPDR®
S&P®
Homebuilders ETF, the Financial Select Sector SPDR® Fund and
the Vanguard® Emerging
Markets ETF (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.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
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. 1261 dated May 16, 2008 relating to Dual Directional Buffered
Return Enhanced Notes Linked to the S&P 500® Index due June 4, 2009 (the “Pricing
Supplement”) to product supplement no. 134-I dated April 29, 2008 relating to
Buffered Dual Directional Return Enhanced Notes Linked to a Weighted Basket
Consisting of One or More of the S&P 500® Index, the S&P BRIC 40 Index, the
Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index, the Dow Jones U.S. Real Estate
Index, the Dow Jones — AIG Commodity IndexSM, the FTSE™ 100 Index, the MSCI
EAFE® Index, the NASDAQ-100 Index®, the Russell 1000® Growth Index, the Russell
1000® Value Index, the Russell
2000® Index, the AMEX Hong Kong 30 Index, the
FTSE/Xinhua China 25 Index, the Korea Stock Price Index 200, the MSCI Taiwan
Index, the MSCI Singapore Index, the TOPIX® Index, the iShares® Dow Jones U.S. Real Estate Index Fund,
the iShares® MSCI Emerging Markets Index Fund, the
SPDR® S&P® Homebuilders ETF, the Financial Select
Sector SPDR® Fund and the Vanguard® Emerging Markets ETF (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.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
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. 1262 dated May 16, 2008 relating to Principal Protected Notes
Linked to the Performance of an Equally Weighted Basket of Four Currencies
Relative to the U.S. Dollar due November 22, 2010 (the “Pricing Supplement”) to
product supplement no. 49-III dated December 17, 2007 relating to Principal
Protected Notes Linked to the Performance of a Weighted Basket of Currencies or
Currency Relative to a Reference Currency (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 – Taxed As
Contingent Payment Debt Instruments” 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 – Taxed As
Contingent Payment Debt Instruments” in the Pricing Supplement. By
such consent we do not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|