UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 3, 2004
J.P. MORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
DELAWARE | 1-5805 | 13-2624428 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
270 Park Avenue, | ||
New York, NY | 10017 | |
(Address of Principal Executive Offices) |
(Zip Code) | |
Registrants telephone number, including area code: (212) 270-6000
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following Exhibit is incorporated by reference into the Registration Statement on Form S-3 (333-52826) of J.P. Morgan Chase & Co. (the Registrant) as exhibit thereto and is filed as part of this Current Report.
8 | Tax Opinion of Davis Polk & Wardwell |
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.
J.P. MORGAN CHASE & CO. | ||
(Registrant) | ||
By: | /s/ Anthony Horan | |
Name: | Anthony Horan | |
Title: | Corporate Secretary |
Dated: June 3, 2004
EXHIBIT INDEX | |||
Exhibit Number | Description | ||
8 | Tax Opinion of Davis Polk & Wardwell |
4
DAVIS POLK & WARDWELL
450
LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
June 3, 2004
J.P. Morgan Chase & Co.
270 Park Avenue
New
York, New York 10017
Ladies and Gentlemen:
We have acted as special tax counsel to J.P. Morgan Chase & Co., a corporation incorporated under the laws of Delaware (the Company), in connection with the preparation and filing of a preliminary Pricing Supplement (No. 1) dated June 1, 2004 (the Pricing Supplement) to a prospectus supplement dated May 7, 2004 (the Prospectus Supplement) for the Companys Global Medium-Term Notes, Series E, Global Warrants, Series E and Global Units, Series E, relating to a prospectus dated June 20, 2001 (the Prospectus) contained in the Companys Registration Statement on Form S-3 (Registration Statement No. 333-52826) (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 discussion under the heading Certain U.S. Federal Income Tax Consequences in the Pricing Supplement, subject to the conditions and limitations described therein, sets 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 Certain U.S. Federal Income Tax Consequences 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 |
Davis Polk & Wardwell |