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): December 19,
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 18.40% (equivalent
to 36.80% per
annum) Reverse Exchangeable Notes due June 20, 2008 Linked
to the Least
Performing Common Stock in the Dow Jones Industrial AverageSM
(not including the common stock
of JPMorgan Chase & Co.)
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to an
Equally
Weighted Basket Consisting of the Dow Jones EURO STOXX 50®
Index, the Nikkei 225 Index and
the S&P 500®
Index due June 26,
2013
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked
to a Weighted
Basket Consisting of the MSCI EAFE®
Index and the iShares®
MSCI Emerging Markets Index Fund
due June 25, 2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to 10.30% (equivalent to
20.60% per annum) Reverse Exchangeable Notes due June 25, 2008
Linked to
the Least Performing Common Stock of Citigroup Inc., Bank of
America Corporation, The Goldman Sachs Group, Inc. and Merrill
Lynch &
Co., Inc.
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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:
December 21, 2007
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 18.40% (equivalent
to 36.80% per
annum) Reverse Exchangeable Notes due June 20, 2008 Linked to
the Least
Performing Common Stock in the Dow Jones Industrial AverageSM
(not including the common stock
of JPMorgan Chase & Co.)
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to an Equally
Weighted Basket Consisting of the Dow Jones EURO STOXX 50®
Index, the Nikkei 225 Index and
the S&P 500®
Index due June 26,
2013
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to
a Weighted
Basket Consisting of the MSCI EAFE®
Index and the iShares®
MSCI Emerging Markets Index Fund
due June 25, 2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to 10.30% (equivalent to
20.60% per annum) Reverse Exchangeable Notes due June 25, 2008
Linked to
the Least Performing Common Stock of Citigroup Inc., Bank of
America Corporation, The Goldman Sachs Group, Inc. and Merrill
Lynch &
Co., Inc.
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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December
21, 2007
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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. 894 dated December 19, 2007 relating to 18.40% (equivalent to
36.80% per annum)
Reverse Exchangeable Notes due June 20, 2008 Linked to the Least Performing
Common Stock in the Dow Jones Industrial AverageSM
(not including the common stock of
JPMorgan Chase & Co.) (the “Pricing Supplement”) to product
supplement no. 37-V dated May 15, 2007 relating to Reverse Exchangeable
Notes
Linked to the Least Performing Common Stock in the Dow Jones Industrial
AverageSM (not
including the common stock of JPMorgan Chase & Co.) (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
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December
21, 2007
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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. 895 dated December 20, 2007 relating to Principal Protected
Notes
Linked to an Equally Weighted Basket Consisting of the Dow Jones EURO
STOXX
50® Index,
the
Nikkei 225 Index and the S&P 500® Index
due June 26,
2013 (the “Pricing Supplement”) to product supplement no. 32-VIII dated November
16, 2007
relating to Principal Protected Notes Linked to a Weighted Basket
Consisting of the AMEX Hong Kong 30 Index, the Dow Jones EURO STOXX 50® Index,
the Dow Jones
— AIG Commodity IndexSM, the
FTSE™ 100
Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price Index 200,
the MSCI
EAFE® Index,
the
iShares® MSCI
Emerging Markets Index Fund, the MSCI Taiwan Index, the MSCI Singapore Index,
the
Nikkei 225 Index, the Russell 2000® Index,
the Russell
3000® Index
and
the S&P 500®
Index, or Linked to Any One of the Foregoing (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 Contingent Payment
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 Contingent Payment
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
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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December
21, 2007
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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. 896 dated December
20, 2007 relating to Buffered Return Enhanced Notes Linked to a Weighted
Basket
Consisting of the MSCI EAFE®
Index and the iShares®
MSCI Emerging Markets Index Fund due
June 25, 2009 (the “Pricing Supplement”) to product supplement no. 39-VII dated
December 7,
2007 relating to Return Enhanced
Notes Linked to a
Weighted Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index, the Dow
Jones EURO STOXX 50®
Index, 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.
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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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December
21, 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. 897 dated December 20, 2007 relating to 10.30% (equivalent
to
20.60% per annum) Reverse Exchangeable Notes due June 25, 2008 Linked
to the
Least Performing Common Stock of Citigroup Inc., Bank of America
Corporation, The Goldman Sachs Group, Inc. and Merrill Lynch & Co., Inc.
(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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