-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
LOPpM3Anz6nK4NOf3BP5/5Myexxhu2KZKvPDcnKAlcBYlsNae979RZ6eB5GGqodz
74lUCbNrdtAZNwkKm9pXQg==
0000950103-06-002595.txt : 20061113
0000950103-06-002595.hdr.sgml : 20061113
20061113172324
ACCESSION NUMBER: 0000950103-06-002595
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20061109
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20061113
DATE AS OF CHANGE: 20061113
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: J P MORGAN CHASE & CO
CENTRAL INDEX KEY: 0000019617
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 132624428
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05805
FILM NUMBER: 061210177
BUSINESS ADDRESS:
STREET 1: 270 PARK AVE
STREET 2: 39TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2122706000
MAIL ADDRESS:
STREET 1: 270 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/
DATE OF NAME CHANGE: 19960402
FORMER COMPANY:
FORMER CONFORMED NAME: CHEMICAL BANKING CORP
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP
DATE OF NAME CHANGE: 19880508
8-K
1
dp04000_8k.htm
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): November
9, 2006
|
|
JPMORGAN CHASE & CO. |
|
|
|
|
(Exact Name of Registrant |
|
|
|
|
as Specified in Charter) |
|
|
|
DELAWARE |
(State or Other Jurisdiction of Incorporation) |
|
001-05805 |
|
|
|
13-2624428 |
(Commission File Number) |
|
|
|
(IRS 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 |
|
|
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 |
Tax Opinion of Davis Polk & Wardwell
relating to 12.40% Reverse Exchangeable Notes due November 16, 2007 Linked
to the Common Stock of JetBlue Airways Corporation |
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.
JPMORGAN CHASE & CO.
(Registrant) |
|
|
|
By: |
/s/ Anthony J. Horan |
|
|
|
Name: |
Anthony J. Horan |
|
Title: |
Corporate Secretary |
Dated: November 13, 2006
3
EXHIBIT INDEX
Exhibit Number |
Description |
|
|
8.1 |
Tax Opinion of Davis Polk & Wardwell
relating to 12.40% Reverse Exchangeable Notes due November 16, 2007 Linked
to the Common Stock of JetBlue Airways Corporation |
4
EX-8.1
2
ex0801_htm.htm
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 a pricing supplement dated November 9, 2006 relating to 12.40%
Reverse Exchangeable Notes due November 16, 2007 Linked to the Common Stock of
JetBlue Airways Corporation (the Pricing Supplement) to product supplement
no. 34-III dated October 12, 2006 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 Companys 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 Companys 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 |
-----END PRIVACY-ENHANCED MESSAGE-----