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): April 9,
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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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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o
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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
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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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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.
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due September 7, 2010
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due September 7, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due December 6, 2010
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due December 6, 2010
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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:
April 11, 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 Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due September 7, 2010
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due September 7, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due December 6, 2010
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due December 6, 2010
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4
Exhibit
8.1
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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April
11, 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. 1168 dated April 9, 2008 relating to Buffered Return Enhanced
Notes Linked to the S&P 500® Index
due September 7, 2010 (the
“Pricing Supplement”) to product supplement no. 18-I dated March 16, 2006
relating to Return Enhanced
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
8.2
DAVIS POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10017
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April
11, 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. 1169 dated April 9, 2008 relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE® Index
due September 7, 2010 (the
“Pricing Supplement”) to product supplement no. 39-IX dated March 31, 2008
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® 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.
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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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April
11, 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. 1170 dated April 9, 2008 relating to Buffered Return Enhanced
Notes Linked to the S&P 500® Index
due December 6, 2010 (the “Pricing
Supplement”) to product supplement no. 18-I dated March 16, 2006 relating to
Return Enhanced 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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April
11, 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. 1171 dated April 9, 2008 relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE® Index
due December 6, 2010 (the “Pricing
Supplement”) to product supplement no. 39-IX dated March 31, 2008 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® 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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