8-K 1 dp05098_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): March 20, 2007

    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 Exhibit is incorporated by reference into the Registration Statement on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the “Registrant”) as an exhibit thereto and is filed as part of this Current Report.

  8.1 Tax Opinion of Davis Polk & Wardwell relating to 5.0% (equivalent to 20.0% per annum) Reverse Exchangeable Notes due June 25, 2007 Linked to the Common Stock of NutriSystem, Inc.
     
  8.2 Tax Opinion of Davis Polk & Wardwell relating to Lesser Index Principal Protected Notes Linked to the Russell 2000® Index and the Dow Jones EURO STOXX 50® Index due March 20, 2008
     
  8.3 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 March 20, 2008
     
  8.4 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 March 20, 2008
     
  8.5 Tax Opinion of Davis Polk & Wardwell relating to 12.00% Reverse Exchangeable Notes due March 26, 2008 Linked to the Common Stock of NYSE Group, Inc.
     
  8.6 Tax Opinion of Davis Polk & Wardwell relating to 10.00% Reverse Exchangeable Notes due March 27, 2008 Linked to the Common Shares of Garmin Ltd.

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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: March 22, 2007

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EXHIBIT INDEX
     
Exhibit Number   Description


 
  8.1   Tax Opinion of Davis Polk & Wardwell relating to 5.0% (equivalent to 20.0% per annum) Reverse Exchangeable Notes due June 25, 2007 Linked to the Common Stock of NutriSystem, Inc.
       
  8.2   Tax Opinion of Davis Polk & Wardwell relating to Lesser Index Principal Protected Notes Linked to the Russell 2000® Index and the Dow Jones EURO STOXX 50® Index due March 20, 2008
       
  8.3   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 March 20, 2008
       
  8.4   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 March 20, 2008
       
  8.5   Tax Opinion of Davis Polk & Wardwell relating to 12.00% Reverse Exchangeable Notes due March 26, 2008 Linked to the Common Stock of NYSE Group, Inc.
       
  8.6   Tax Opinion of Davis Polk & Wardwell relating to 10.00% Reverse Exchangeable Notes due March 27, 2008 Linked to the Common Shares of Garmin Ltd.


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