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
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Date
of report (Date of earliest event reported): March 20,
2008
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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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___________________________
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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.
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Notes Linked to
the JPMorgan Commodity Investable Global Asset Rotator Conditional
Long-Short II Index due March 26, 2010
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8.2
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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 March 26, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the S&P 500®
Index due April 5, 2011
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to 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 April 3, 2009
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8.5
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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 June 25, 2008
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2
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:
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/s/
Neila B. Radin
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Name:
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Neila
B. Radin
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Title:
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Senior
Vice President
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Dated:
March 24, 2008
3
EXHIBIT
INDEX
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Exhibit
Number
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Description
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Notes Linked to
the JPMorgan Commodity Investable Global Asset Rotator Conditional
Long-Short II Index due March 26, 2010
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8.2
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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 March 26, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the S&P 500®
Index due April 5, 2011
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to 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 April 3, 2009
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8.5
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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 June 25, 2008
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4
Exhibit
8.1
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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March
24, 2008
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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 a pricing
supplement no. 1097 dated March 20, 2008 relating to Return Notes Linked
to the JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short
II Index due March 26, 2010 (the
“Pricing Supplement”) to product supplement no. 123-II dated March 11, 2008
relating to Return Notes
Linked to the JPMorgan Commodity Investable Global Asset Rotator Conditional
Long-Short II 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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Exhibit
8.2
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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March
24, 2008
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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. 1098 dated March 20, 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 March 26, 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 of
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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.3
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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March
24, 2008
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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. 1099 dated March 20, 2008 relating to Annual Review Notes Linked to
the S&P 500® Index
due April 5, 2011 (the
“Pricing Supplement”) to product supplement no. 20-I dated March 21, 2006
relating to Review Notes Linked to the S&P 500® 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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Exhibit
8.4
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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March
24, 2008
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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. 1100 dated March 20, 2008 relating to 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 April 3, 2009 (the “Pricing Supplement”) to
product supplement no. 54-IV dated May 4, 2007 relating to Return Enhanced Notes
Linked to a Weighted Basket Consisting of the AMEX Hong Kong 30 Index, the
CECEEUR Index, the Dow Jones EURO STOXX 50® Index,
the Dow Jones U.S. Real Estate Index, the FTSE™ 100 Index, the FTSE/Xinhua China
25 Index, the Korea Stock Price Index 200, the Kuala Lumpur Composite Index, the
MSCI Singapore Index,
the MSCI Taiwan Index, the Nikkei 225 Index, the Russell 2000® Index,
the Russian Depositary Receipts Index, the S&P 500® Index,
the S&P BRIC 40 Index, the Goldman Sachs Commodity Index® Excess
Return, the iShares® MSCI
Brazil Index Fund and the iShares® MSCI
Emerging Markets Index Fund (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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Exhibit
8.5
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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March
24, 2008
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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. 1101 dated March 20, 2008 relating to Buffered Return Enhanced
Notes Linked to the Dow Jones EURO STOXX 50® Index
due June 25, 2008 (the “Pricing Supplement”) to product
supplement no. 39-VIII dated December 14, 2007 relating to Return
Enhanced Notes Linked to a Weighted Basket Consisting 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 iShares® MSCI
Emerging Markets Index 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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