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): February 7,
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):
|
o
|
communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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
|
Tax
Opinion of Davis Polk & Wardwell relating to 9.425% (equivalent to
18.85% per annum) Reverse Exchangeable Notes due August 12,
2008 Linked to
American Depositary Shares, Each Representing Ten B Shares
of LM Ericsson
Telephone Company
|
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to 9.30% Reverse
Exchangeable Notes due February 12, 2009 Linked to American
Depositary
Shares, Each Representing 2 Ordinary Shares of GlaxoSmithKline
plc
|
|
8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the Dow Jones EURO STOXX 50®
Index
due August 13, 2008
|
|
8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to 6.50% (equivalent to
26.00% per annum) Reverse Exchangeable Notes due May 13, 2008
Linked to
the Common Stock of Target
Corporation
|
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.
|
JPMORGAN
CHASE & CO.
(Registrant)
|
|||
|
By:
|
/s/
Neila
B. Radin
|
||
|
Name:
|
Neila
B. Radin
|
||
|
Title:
|
Senior
Vice President
|
||
Dated:
February 11, 2008
3
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to 9.425% (equivalent to
18.85% per annum) Reverse Exchangeable Notes due August 12, 2008
Linked to
American Depositary Shares, Each Representing Ten B Shares of LM
Ericsson
Telephone Company
|
|
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to 9.30% Reverse
Exchangeable Notes due February 12, 2009 Linked to American Depositary
Shares, Each Representing 2 Ordinary Shares of GlaxoSmithKline
plc
|
|
|
8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the Dow Jones EURO STOXX 50®
Index
due August 13, 2008
|
|
|
8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to 6.50% (equivalent to
26.00% per annum) Reverse Exchangeable Notes due May 13, 2008 Linked
to
the Common Stock of Target
Corporation
|
4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
11, 2008
|
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. 995 dated February 7, 2008 relating to 9.425% (equivalent
to
18.85% per annum) Reverse Exchangeable Notes due August 12, 2008
Linked to American Depositary Shares, Each Representing Ten B Shares
of LM
Ericsson Telephone Company (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
|
Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
11, 2008
|
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. 996 dated February 7, 2008 relating to 9.30%
Reverse Exchangeable
Notes due February 12, 2009 Linked to American Depositary Shares,
Each
Representing 2 Ordinary Shares of GlaxoSmithKline 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
|
Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
11, 2008
|
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. 997 dated February 7, 2008 relating to Return
Enhanced Notes Linked to
the Dow Jones EURO STOXX 50®
Index due August 13,
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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
11, 2008
|
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. 998 dated February 8, 2008 relating to 6.50%
(equivalent to
26.00% per annum) Reverse Exchangeable Notes due May 13, 2008
Linked to the
Common Stock of Target Corporation (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
|