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 8,
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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communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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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 Return Enhanced Notes
Linked to the S&P 500®
Index due
February 27, 2009
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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 S&P 500®
Index due
February 27, 2009
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Notes Linked to a
Weighted Basket of Three Return Enhanced Components, Consisting
of the Dow
Jones EURO STOXX 50®
Index, the FTSE™ 100 Index and the Nikkei 225 Index due
February 20, 2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Bearish Buffered Return
Enhanced Notes Linked Inversely to the S&P 500®
Index due
February 20, 2009
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Semi-Annual Review
Notes Linked to the S&P 500®
Index due
February 19, 2010
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 13, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 7.65% (equivalent to
30.60% per annum) Reverse Exchangeable Notes due May 13, 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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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:
February 12, 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 Return Enhanced Notes
Linked to the S&P 500®
Index due
February 27, 2009
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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 S&P 500®
Index due
February 27, 2009
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Notes Linked to a
Weighted Basket of Three Return Enhanced Components, Consisting
of the Dow
Jones EURO STOXX 50®
Index, the FTSE™ 100 Index and the Nikkei 225 Index due
February 20, 2009
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Bearish Buffered Return
Enhanced Notes Linked Inversely to the S&P 500®
Index due
February 20, 2009
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Semi-Annual Review
Notes Linked to the S&P 500®
Index due
February 19, 2010
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 13, 2008 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 7.65% (equivalent to
30.60% per annum) Reverse Exchangeable Notes due May 13, 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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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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February
12, 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. 999 dated February 8, 2008 relating to Return Enhanced
Notes Linked
to the S&P 500®
Index due February
27, 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
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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February
12, 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. 1000 dated February 8, 2008 relating to Buffered
Return Enhanced
Notes Linked to the S&P 500® Index
due
February 27, 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
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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February
12, 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. 1001 dated February 8, 2008 relating to Notes
Linked to a Weighted Basket of
Three Return Enhanced Components, Consisting of the Dow Jones
EURO STOXX
50®
Index,
the FTSE™ 100 Index and the
Nikkei 225 Index due February 20, 2009 (the
“Pricing
Supplement”) to product
supplement no. 103-I dated October 19, 2007 relating to Notes
Linked to a Basket
of Return Enhanced Components (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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February
12, 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. 1002 dated February 8, 2008 relating to Bearish
Buffered Return
Enhanced Notes Linked Inversely to the S&P 500®
Index due February
20, 2009 (the “Pricing
Supplement”) to product supplement no. 87-I dated July 10, 2007 relating
to
Bearish Return
Enhanced
Notes Linked Inversely to 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 – 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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
12, 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. 1003 dated February 8, 2008 relating to Semi-Annual Review
Notes Linked to the S&P 500®
Index due February
19, 2010 (the “Pricing
Supplement”) to product supplement no. 20-I dated March 21, 2006 relating to
Review 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
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
12, 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. 1004 dated February 8, 2008 relating to Reverse Exchangeable
Notes due August 13, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer (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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
12, 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. 1005 dated February 8, 2008 relating to Reverse Exchangeable
Notes due May 13, 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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|