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): May 3,
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)
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
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Tax
Opinion of Davis Polk & Wardwell relating to 7.125%
(equivalent to 28.50% per annum) Reverse Exchangeable Notes due August
8,
2007 Linked to American Depositary Shares Representing the Ordinary
Shares
of Elan Corporation, plc
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to 7.50%
(equivalent to 30.00% per annum) Reverse Exchangeable Notes due August
10,
2007 Linked to the Common Stock of 24/7 Real Media
Inc.
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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.
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:
May
4, 2007
EXHIBIT
INDEX
Exhibit
Number
|
Description
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8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to 7.125%
(equivalent to 28.50% per annum) Reverse Exchangeable Notes due August
8,
2007 Linked to American Depositary Shares Representing the Ordinary
Shares
of Elan Corporation, plc
|
|
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to 7.50%
(equivalent to 30.00% per annum) Reverse Exchangeable Notes due August
10,
2007 Linked to the Common Stock of 24/7 Real Media
Inc.
|
4
Unassociated Document
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
May
4, 2007
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. 437 dated May 3, 2007 relating
to 7.125%
(equivalent to 28.50% per annum) Reverse Exchangeable Notes due August 8, 2007
Linked to American Depositary Shares Representing the Ordinary Shares of Elan
Corporation, plc
(the
“Pricing Supplement”) to product supplement no. 34-V dated February 7, 2007
relating to Reverse Exchangeable Notes Linked to the Common Stock of a Reference
Stock Issuer (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 - Tax
Treatment as a Unit Comprising a Put Option and a Deposit” 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 - Tax
Treatment as a Unit Comprising a Put Option and a Deposit” 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
Unassociated Document
Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
May
4, 2007
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. 438 dated May 3, 2007 relating
to 7.50%
(equivalent to 30.00% per annum) Reverse Exchangeable Notes due August 10,
2007
Linked to the Common Stock of 24/7 Real Media Inc.
(the
“Pricing Supplement”) to product supplement no. 34-V dated February 7, 2007
relating to Reverse Exchangeable Notes Linked to the Common Stock of a Reference
Stock Issuer (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 - Tax
Treatment as a Unit Comprising a Put Option and a Deposit” 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 - Tax
Treatment as a Unit Comprising a Put Option and a Deposit” 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