Unassociated Document
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): July 16,
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
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
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the Dow
Jones — AIG Commodity IndexSM
due January
23, 2013
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the
Performance of a Weighted Basket of Four Currencies Relative to
the U.S.
Dollar due January 22, 2009
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the
Performance of a Weighted Basket of Four Currencies Relative to
the U.S.
Dollar due January 22, 2009
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8.4
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the U.S.
Dollar Index®
due July 22,
2009
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8.5
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to a Basket
Consisting of the Dow Jones EURO STOXX 50®
Index, the
Nikkei 225 Index and the S&P 500®
Index due July
20, 2011
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8.6
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to a Basket
Consisting of the Dow Jones EURO STOXX 50®
Index and the
Nikkei 225 Index due July 20, 2011
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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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Name:
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Title:
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Dated:
July 18, 2007
EXHIBIT
INDEX
8.1
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the Dow
Jones — AIG Commodity IndexSM
due January
23, 2013
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the
Performance of a Weighted Basket of Four Currencies Relative
to the U.S.
Dollar due January 22, 2009
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the
Performance of a Weighted Basket of Four Currencies Relative
to the U.S.
Dollar due January 22, 2009
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8.4
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the U.S.
Dollar Index®
due July 22,
2009
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8.5
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to a Basket
Consisting of the Dow Jones EURO STOXX 50®
Index, the
Nikkei 225 Index and the S&P 500®
Index due July
20, 2011
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8.6
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Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to a Basket
Consisting of the Dow Jones EURO STOXX 50®
Index and the
Nikkei 225 Index due July 20, 2011
|
4
Unassociated Document
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. 542 dated July 16, 2007 relating to Principal Protected
Notes
Linked to the Dow Jones — AIG Commodity IndexSM due
January 23,
2013 (the “Pricing Supplement”) to product supplement no. 1-IV dated May 4, 2006
relating to Principal Protected
Notes Linked to the Dow Jones — AIG Commodity IndexSM
(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 – 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 |
Unassociated Document
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. 543 dated July 16, 2007 relating to Principal Protected
Notes
Linked to the Performance of a Weighted Basket of Four Currencies Relative
to
the U.S. Dollar due January 22, 2009 (the “Pricing Supplement”) to product
supplement no. 49-II dated March 7, 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 |
Unassociated Document
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 pricing
supplement no. 544 dated July 16, 2007 relating to Principal Protected
Notes
Linked to the Performance of a Weighted Basket of Four Currencies Relative
to
the U.S. Dollar due January 22, 2009 (the “Pricing Supplement”) to product
supplement no. 49-II dated March 7, 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 |
Unassociated Document
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 pricing
supplement no. 545 dated July 16, 2007 relating to Principal Protected
Notes
Linked to the U.S. Dollar Index®
due July 22,
2009 (the “Pricing
Supplement”) to product supplement no. 13-I dated March 7, 2006 relating to
Principal Protected
Notes Linked
to the U.S. Dollar 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 – 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.
|
Very
truly yours, |
|
|
|
/s/
Davis Polk & Wardwell |
Unassociated Document
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 pricing
supplement no. 546 dated July 16, 2007 relating to Principal Protected
Notes
Linked to a Basket Consisting of the Dow Jones EURO STOXX 50®
Index, the Nikkei
225 Index and the S&P 500®
Index due July 20,
2011 (the “Pricing
Supplement”) to product supplement
no. 32-VI dated March 12, 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 FTSETM
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 and the
S&P 500®
Index (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.
|
Very
truly yours, |
|
|
|
/s/
Davis Polk & Wardwell |
Unassociated Document
Exhibit
8.6
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. 547 dated July 16, 2007 relating to Principal Protected
Notes
Linked to a Basket Consisting of the Dow Jones EURO STOXX 50®
Index and the Nikkei
225 Index due July 20, 2011 (the “Pricing Supplement”)
to product supplement no. 32-VI
dated March 12, 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 FTSETM
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 and the
S&P 500®
Index (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.
|
Very
truly yours, |
|
|
|
/s/
Davis Polk & Wardwell |