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): August 10,
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.
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8.1
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Annual Review Notes Linked to the
S&P 500®
Index and the
Dow Jones EURO STOXX 50®
Index due
August 23, 2010
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
January 3, 2008
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
January 3, 2008
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8.4
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Tax
Opinion of Davis Polk &
Wardwell relating to 39.00% Reverse Exchangeable Notes due August
14, 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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8.5
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Tax
Opinion of Davis Polk &
Wardwell relating to 12.00% Reverse Exchangeable Notes due August
15, 2008 Linked to the Common Stock of Merrill Lynch & Co.,
Inc.
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8.6
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Tax
Opinion of Davis Polk &
Wardwell relating to 7.375% (equivalent to 14.75% per annum)
Reverse Exchangeable Notes due February 15, 2008 Linked to
the Common
Stock of Alcoa 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: August
14, 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 Lesser Index Annual Review Notes Linked to the
S&P 500®
Index and the
Dow Jones EURO STOXX 50®
Index due
August 23, 2010
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
January 3, 2008
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
January 3, 2008
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8.4
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Tax
Opinion of Davis Polk &
Wardwell relating to 39.00% Reverse Exchangeable Notes due August
14, 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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8.5
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Tax
Opinion of Davis Polk &
Wardwell relating to 12.00% Reverse Exchangeable Notes due August
15, 2008 Linked to the Common Stock of Merrill Lynch & Co.,
Inc.
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8.6
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Tax
Opinion of Davis Polk &
Wardwell relating to 7.375% (equivalent to 14.75% per annum)
Reverse Exchangeable Notes due February 15, 2008 Linked to the
Common
Stock of Alcoa Inc.
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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August 14,
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. 614 dated August 10, 2007 relating to Lesser Index Annual
Review
Notes Linked to the S&P 500® Index
and the Dow
Jones EURO STOXX 50® Index
due August 23,
2010 (the “Pricing Supplement”) to
product supplement no. 26-I dated March 23, 2006 relating to Lesser Index
Review Notes Linked to the S&P 500® Index
and the Dow
Jones EURO STOXX 50® 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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August 14,
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. 615 dated August 10, 2007 relating to Lesser
Index Principal
Protected Notes Linked to the Nikkei 225 Index and the S&P 500®
Index due January 3,
2008 (the “Pricing Supplement”) to product supplement no. 16-III dated February
9, 2007 relating to Lesser Index Principal Protected Notes
Linked to Nikkei 225
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
Short-Term 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
Short-Term 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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August 14,
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. 616 dated August 10, 2007 relating to Lesser Index
Principal
Protected Notes Linked to the Nikkei 225 Index and the Dow Jones
EURO STOXX
50®
Index due
January 3, 2008 (the “Pricing Supplement”) to product supplement no. 17-III
dated January 11, 2007 relating to Lesser Index Principal Protected
Notes Linked
to the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
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
Short-Term 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
Short-Term 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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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August 14,
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. 617 dated August 10, 2007 relating to 39.00% Reverse
Exchangeable
Notes due August 14, 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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 14,
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. 618 dated August 10, 2007 relating to 12.00% Reverse
Exchangeable
Notes due August 15, 2008 Linked to the Common Stock of Merrill
Lynch & Co.,
Inc. (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
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 14,
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. 619 dated August 13, 2007 relating to 7.375%
(equivalent to
14.75% per annum) Reverse Exchangeable Notes due February 15,
2008 Linked to the
Common Stock of Alcoa Inc. (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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