================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 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): [ ]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 8.01. Other Events On April 16, 2008, JPMorgan Chase &. Co. ("JPMorgan Chase" or the "Firm") filed a Current Report on Form 8-K that included as exhibits financial information for The Bear Stearns Companies Inc. ("Bear Stearns") and pro forma combined financial information related to the proposed merger of Bear Stearns and the Firm. This Current Report amends the Firm's Current Report on Form 8-K filed on April 16, 2008 as follows: 1) Attached as exhibits to this Current Report are an additional consent and an additional awareness letter of Deloitte & Touche LLP, an independent registered public accounting firm, related to the incorporation by reference in the registration statements of JPMorgan Chase specified in such consent and awareness letter of Deloitte & Touche LLP's reports relating to certain consolidated financial statements, financial statement schedule and unaudited condensed consolidated financial statements of Bear Stearns appearing as Exhibits 99.1, 99.2 and 99.4 to JPMorgan Chase & Co.'s Current Report on Form 8-K filed on April 16, 2008. 2) This Current Report hereby deletes the first sentence under clause (d) of Item 9.01 of the Firm's Current Report on Form 8-K filed on April 16, 2008 in its entirety. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ----------- ----------- 99.7 Consent of Deloitte & Touche LLP. 99.8 Letter Re: Unaudited Interim Financial Information. 2
SIGNATURES 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 5, 2008 3
Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ----------- ----------- 99.7 Consent of Deloitte & Touche LLP. 99.8 Letter Re: Unaudited Interim Financial Information. 4
Exhibit 99.7 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following JPMorgan Chase & Co. Registration Statements of our report dated January 28, 2008 (April 11, 2008 as to Note 23), relating to the consolidated financial statements of The Bear Stearns Companies Inc. (the "Company") as of November 30, 2007 and 2006, and for each of the three years in the period ended November 30, 2007 and our report dated January 28, 2008 (April 11, 2008 as to Note 4), relating to the financial statement schedule of the Company as of November 30, 2007 and 2006, and for each of the three years in the period ended November 30, 2007 (which reports express an unqualified opinion and include explanatory paragraphs referring to (1) substantial doubt about the Company's ability to continue as a going concern, and (2) the adoption of Statement of Financial Accounting Standards ("SFAS") No. 155, Accounting for Certain Hybrid Instruments, an amendment of FASB Statements No. 133 and 140 and SFAS No. 157, Fair Value Measurements), both appearing as exhibits to the JPMorgan Chase & Co.'s Current Report on Form 8-K filed on April 16, 2008. Filed on Form S-3: Filed on Form S-8: Registration Statement No. 333-14959 Registration Statement No. 033-54547 Registration Statement No. 333-19719 Registration Statement No. 333-31634 Registration Statement No. 333-22437 Registration Statement No. 333-31666 Registration Statement No. 333-37567 Registration Statement No. 333-47350 Registration Statement No. 333-42807 Registration Statement No. 333-64476 Registration Statement No. 333-52826 Registration Statement No. 333-73119 Registration Statement No. 333-68500 Registration Statement No. 333-92217 Registration Statement No. 333-116771 Registration Statement No. 333-112967 Registration Statement No. 333-116773 Registration Statement No. 333-125827 Registration Statement No. 333-116775 Registration Statement No. 333-142109 Registration Statement No. 333-116822 Registration Statement No. 333-145108 Registration Statement No. 333-117770 Registration Statement No. 333-117775 Registration Statement No. 333-117785 Registration Statement No. 333-126750 Registration Statement No. 333-128506 Registration Statement No. 333-130051 Registration Statement No. 333-146220 /s/ Deloitte & Touche LLP New York, New York May 2, 2008
Exhibit 99.8 Letter Re: Unaudited Interim Financial Information May 2, 2008 The Bear Stearns Companies Inc. 383 Madison Avenue New York, NY 10179 We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited condensed consolidated interim financial information of The Bear Stearns Companies Inc. and subsidiaries for the three-month periods ended February 29, 2008 and February 28, 2007, and have issued our report dated April 14, 2008 (which report included explanatory paragraphs referring to substantial doubt about the Company's ability to continue as a going concern, and the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109). As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, appearing as Exhibit No. 99.4 to JPMorgan Chase & Co.'s Current Report on Form 8-K filed on April 16, 2008, is being incorporated by reference in the following JPMorgan Chase & Co. Registration Statements: Filed on Form S-3: Filed on Form S-8: Registration Statement No. 333-14959 Registration Statement No. 033-54547 Registration Statement No. 333-19719 Registration Statement No.333-31634 Registration Statement No. 333-22437 Registration Statement No.333-31666 Registration Statement No. 333-37567 Registration Statement No.333-47350 Registration Statement No. 333-42807 Registration Statement No.333-64476 Registration Statement No. 333-52826 Registration Statement No.333-73119 Registration Statement No.333-68500 Registration Statement No.333-92217 Registration Statement No.333-116771 Registration Statement No.333-112967 Registration Statement No.333-116773 Registration Statement No.333-125827 Registration Statement No.333-116775 Registration Statement No.333-142109 Registration Statement No.333-116822 Registration Statement No.333-145108 Registration Statement No.333-117770 Registration Statement No.333-117775 Registration Statement No.333-117785 Registration Statement No.333-126750 Registration Statement No.333-128506 Registration Statement No.333-130051 Registration Statement No.333-146220 We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP New York, New York