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): February 27,
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 a Weighted Basket Consisting of the Dow Jones
EURO STOXX
50®
Index,
the Nikkei 225 Index, the iShares®
MSCI Emerging
Markets Index Fund, the FTSE™ 100 Index and the S&P BRIC 40 Index due
December 1, 2011
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to 13.50% (equivalent to
27.00% per annum) Reverse Exchangeable Notes due August 29,
2008 Linked to
the Least Performing Common Stock in the Dow 10 IndexSM
(not
including the common stock of JPMorgan Chase & Co.)
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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
April 14, 2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to98% Principal Protected
Notes Linked to the Performance of an Equally Weighted Basket
of Four
Currencies Relative to the U.S. Dollar due March 3,
2009
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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/
Anthony J. Horan
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Name:
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Anthony
J. Horan
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Title:
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Corporate
Secretary
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Dated:
February 29, 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 a Weighted Basket Consisting of the Dow Jones
EURO STOXX
50®
Index,
the Nikkei 225 Index, the iShares®
MSCI Emerging
Markets Index Fund, the FTSE™ 100 Index and the S&P BRIC 40 Index due
December 1, 2011
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to 13.50% (equivalent to
27.00% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to
the Least Performing Common Stock in the Dow 10 IndexSM
(not
including the common stock of JPMorgan Chase & Co.)
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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
April 14, 2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to98% Principal Protected
Notes Linked to the Performance of an Equally Weighted Basket
of Four
Currencies Relative to the U.S. Dollar due March 3,
2009
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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February
29, 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. 1059 dated February 27, 2008 relating to Buffered Return Enhanced
Notes Linked to a Weighted Basket Consisting of the Dow
Jones
EURO STOXX 50®
Index, the Nikkei 225 Index, the iShares® MSCI Emerging
Markets Index Fund, the FTSE™ 100 Index and the S&P BRIC 40 Index due
December 1, 2011 (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.
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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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February
29, 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. 1060 dated February 27, 2008 relating to 13.50% (equivalent
to
27.00% per annum) Reverse Exchangeable Notes due August 29, 2008 Linked
to
the Least Performing Common Stock in the Dow 10 IndexSM (not including
the
common stock of JPMorgan Chase & Co.) (not including the common stock of
JPMorgan Chase & Co.) (the “Pricing Supplement”) to product supplement no.
88-I dated July, 19 2007 relating to Reverse Exchangeable Notes Linked to the
Least Performing Common Stock in the Dow 10 IndexSM (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
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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February
29, 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. 1061 dated February 27, 2008 relating to Buffered Return Enhanced
Notes Linked to the S&P 500® Index due
April 14,
2009 (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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February
29, 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 a pricing
supplement no. 1062 dated February 27, 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 3, 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
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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