8-K 1 dp10474_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): February 11, 2008
 
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)
 
     
Registrant’s 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 Reverse Exchangeable Notes Linked to the Financial Select Sector SPDR® Fund
   
8.2
Tax Opinion of Davis Polk & Wardwell 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.)
   
8.3
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the Least Performing Common Stock of Two or More Reference Stock Issuers
   
8.4
Tax Opinion of Davis Polk & Wardwell relating to 7.00% (equivalent to 14.00% per annum) Upside Auto Callable Reverse Exchangeable Notes due December 31, 2008 Linked to the Common Stock of Apple Inc.
   
8.5
Tax Opinion of Davis Polk & Wardwell relating to 10.00% (equivalent to 20.00% per annum) Upside Auto Callable Reverse Exchangeable Notes due December 31, 2008 Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.
   
8.6
Tax Opinion of Davis Polk & Wardwell relating to Semi­-Annual Review Notes Linked to the SPDR® S&P® Homebuilders ETF due July 14, 2010
   
8.7
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500® Index due June 28, 2012

 
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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.
 
 
JPMORGAN CHASE & CO.
(Registrant)
  
     
     
 
By:
/s/ Anthony J. Horan
  
         
   
Name:
Anthony J. Horan
  
   
Title:
Corporate Secretary
  

 
Dated: June 27, 2008
 
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EXHIBIT INDEX
 
 
Exhibit Number
  
 
Description
8.1
  
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the Financial Select Sector SPDR® Fund
     
8.2
  
Tax Opinion of Davis Polk & Wardwell 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.)
     
8.3
  
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the Least Performing Common Stock of Two or More Reference Stock Issuers
     
8.4
  
Tax Opinion of Davis Polk & Wardwell relating to 7.00% (equivalent to 14.00% per annum) Upside Auto Callable Reverse Exchangeable Notes due December 31, 2008 Linked to the Common Stock of Apple Inc.
     
8.5
  
Tax Opinion of Davis Polk & Wardwell relating to 10.00% (equivalent to 20.00% per annum) Upside Auto Callable Reverse Exchangeable Notes due December 31, 2008 Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.
     
8.6
  
Tax Opinion of Davis Polk & Wardwell relating to Semi­-Annual Review Notes Linked to the SPDR® S&P® Homebuilders ETF due July 14, 2010
     
8.7
  
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500® Index due June 28, 2012

 
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