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): March 10,
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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o
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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
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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.
8.1
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Tax
Opinion of Davis Polk & Wardwell relating to 9.00% (equivalent to
18.00% per annum) Reverse Exchangeable Notes due September 12, 2008 Linked
to the Least Performing Common Stock of General Electric Company,
Microsoft Corporation, Johnson & Johnson, The Procter & Gamble
Company and Wachovia Corporation
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to SemiAnnual Review
Notes Linked to the S&P 500®
Financials Index due March 19, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to 98% Principal Protected
Notes Linked to the Performance of an Equally Weighted Basket of Four
Currencies Relative to the U.S. Dollar due March 11,
2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the iShares®
MSCI Emerging Markets Index Fund
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the iShares®
MSCI Brazil Index Fund
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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:
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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 12, 2008
EXHIBIT
INDEX
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to 9.00% (equivalent to
18.00% per annum) Reverse Exchangeable Notes due September 12, 2008 Linked
to the Least Performing Common Stock of General Electric Company,
Microsoft Corporation, Johnson & Johnson, The Procter & Gamble
Company and Wachovia Corporation
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to SemiAnnual Review
Notes Linked to the S&P 500®
Financials Index due March 19, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to 98% Principal Protected
Notes Linked to the Performance of an Equally Weighted Basket of Four
Currencies Relative to the U.S. Dollar due March 11,
2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the iShares®
MSCI Emerging Markets Index Fund
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the iShares®
MSCI Brazil Index Fund
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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. 1078 dated March 10, 2008 relating to 9.00% (equivalent to 18.00%
per annum) Reverse Exchangeable Notes due September 12, 2008 Linked to the Least
Performing Common Stock of General Electric Company, Microsoft Corporation,
Johnson & Johnson, The Procter & Gamble Company and Wachovia Corporation
(the “Pricing Supplement”) to product supplement no. 68-I dated February 7, 2007
relating to Reverse Exchangeable Notes Linked to the Least Performing Common
Stock of Two or More Reference Stock Issuers (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.
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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
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. 1079 dated March 10, 2008 relating to SemiAnnual Review Notes
Linked to the S&P 500®
Financials Index due March 19, 2010 (the “Pricing Supplement”) to product
supplement no. 121-I dated March 7, 2008 relating to Review Notes Linked
to the S&P 500®
Financials 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
8.3
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 a pricing
supplement no. 1080 dated March 10, 2008 relating to 98% Principal Protected
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies
Relative to the U.S. Dollar due March 11, 2009 (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
Short-Term 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
Short-Term 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
8.4
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 product supplement no. 124-I dated March
12, 2008 relating to
Reverse Exchangeable Notes Linked to 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 and
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
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 to be offered pursuant to the Product 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
and under the heading “Certain U.S. Federal Income Tax Consequences” in the
Product 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
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 product supplement no. 125-I dated March
12, 2008 relating to
Reverse Exchangeable Notes Linked to the iShares® MSCI
Brazil 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 and
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
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 to be offered pursuant to the Product 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
and under the heading “Certain U.S. Federal Income Tax Consequences” in the
Product 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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