Unassociated Document
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): May 4,
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)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
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.
8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered
Return Enhanced Notes Linked to a Basket Consisting of the AMEX Hong
Kong
30 Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price Index
200,
the MSCI Taiwan Index and the MSCI Singapore Index due November 14,
2008
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Call Overwrite Index
Notes Linked to the BXMSM
Index due May 15, 2008
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the S&P Composite 1500 Homebuilding Index due December 31,
2008
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting
of
the Nikkei 225 Index, the iShares®
MSCI Emerging Markets Index Fund, the FTSE/Xinhua China 25 Index,
the MSCI
Taiwan Index, the S&P BRIC 40 Index, the Korea Stock Price Index 200,
the Russian Depositary Receipts Index, the Kuala Lumpur Composite
Index,
the CECEEUR Index and the iShares®
MSCI Brazil Index Fund due May 10,
2010
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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: |
/s/ Neila
B. Radin |
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Name:
Neila
B. Radin
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Title:
Senior
Vice President
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Dated:
May
8, 2007
EXHIBIT
INDEX
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 Basket Consisting of the AMEX Hong
Kong
30 Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price Index
200,
the MSCI Taiwan Index and the MSCI Singapore Index due November 14,
2008
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Call Overwrite Index
Notes Linked to the BXMSM
Index due May 15, 2008
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the S&P Composite 1500 Homebuilding Index due December 31,
2008
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting
of
the Nikkei 225 Index, the iShares®
MSCI Emerging Markets Index Fund, the FTSE/Xinhua China 25 Index,
the MSCI
Taiwan Index, the S&P BRIC 40 Index, the Korea Stock Price Index 200,
the Russian Depositary Receipts Index, the Kuala Lumpur Composite
Index,
the CECEEUR Index and the iShares®
MSCI Brazil Index Fund due May 10,
2010
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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. 439 dated May 4, 2007
relating
to Buffered Return Enhanced Notes Linked to a Basket Consisting of the AMEX
Hong
Kong 30 Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price Index
200,
the MSCI Taiwan Index and the MSCI Singapore Index due November 14, 2008 (the
“Pricing Supplement”) to product supplement no. 31-II dated May 5, 2006 relating
to Return
Enhanced Notes Linked to a Basket Consisting of the AMEX Hong Kong 30 Index,
the
FTSE/Xinhua China 25 Index, the Korea Stock Price Index 200, the MSCI Taiwan
Index and the MSCI Singapore 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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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. 440 dated May 4, 2007 relating
to
Call
Overwrite Index Notes Linked to the BXMSM
Index due
May 15, 2008 (the
“Pricing
Supplement”) to product supplement no. 28-I dated March 24, 2006 relating to
Call
Overwrite Index Notes Linked to the BXMSM
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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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. 441 dated May 4, 2007 relating
to Return Enhanced Notes Linked to the S&P Composite 1500 Homebuilding Index
due December 31, 2008 (the
“Pricing Supplement”) to product supplement no. 44-I dated October 3, 2006
relating to Return Enhanced Notes Linked to the S&P Composite 1500
Homebuilding 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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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. 442 dated May 7, 2007 relating
to
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the
Nikkei 225 Index, the iShares®
MSCI Emerging Markets Index Fund, the FTSE/Xinhua China 25 Index, the MSCI
Taiwan Index, the S&P BRIC 40 Index, the Korea Stock Price Index 200, the
Russian Depositary Receipts Index, the Kuala Lumpur Composite Index, the CECEEUR
Index and the iShares®
MSCI Brazil Index Fund due May 10, 2010 (the “Pricing
Supplement”) to product supplement no. 54-IV dated May 4, 2007 relating to
Return Enhanced Notes Linked to a Weighted Basket Consisting of the AMEX Hong
Kong 30 Index, the CECEEUR Index, the Dow Jones EURO STOXX 50®
Index,
the Dow Jones U.S. Real Estate Index, the FTSE™ 100 Index, the FTSE/Xinhua China
25 Index, the Korea Stock Price Index 200, the Kuala Lumpur Composite Index,
the
MSCI Singapore Index, the MSCI Taiwan Index, the Nikkei 225 Index, the Russell
2000®
Index,
the Russian Depositary Receipts Index, the S&P 500®
Index,
the S&P BRIC 40 Index, the Goldman Sachs Commodity Index®
Excess
Return, the iShares®
MSCI
Brazil Index Fund and the iShares®
MSCI
Emerging Markets Index Fund (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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