Current Report
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
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 Sidley Austin
llp
relating to $8,200,000 Floating Rate Notes Linked to the Consumer Price
Index due September 9, 2011
|
|
|
8.2
|
Tax
Opinion of Sidley Austin
llp
relating to $2,467,000 Buffered Return Enhanced Notes Linked to a Weighted
Basket Consisting of the S&P 500
®
Index, the NASDAQ-100 Index
®
,
the PowerShares Water Resources Portfolio and the Financial Select Sector
SPDR
®
Fund due March 8, 2010
|
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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|||
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By:
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/s/ Anthony J. Horan | |
| Name: Anthony J. Horan | |||
| Title: Corporate Secretary | |||
Dated:
September 5, 2008
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
||
|
8.1
|
Tax
Opinion of Sidley Austin
llp
relating to $8,200,000 Floating Rate Notes Linked to the Consumer Price
Index due September 9, 2011
|
||
|
8.2
|
Tax
Opinion of Sidley Austin
llp
relating to $2,467,000 Buffered Return Enhanced Notes Linked to a Weighted
Basket Consisting of the S&P 500
®
Index, the NASDAQ-100 Index
®
,
the PowerShares Water Resources Portfolio and the Financial Select Sector
SPDR
®
Fund due March 8, 2010
|
||
4
Exhibit
8.1
|
SIDLEY
AUSTIN
llp
787
SEVENTH AVENUE
NEW
YORK, NY 10019
(212)
839 5300
(212)
839 5599 FAX
|
BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG
KONG
LONDON
|
LOS
ANGELES
NEW
YORK
SAN
FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON,
D.C.
|
|
FOUNDED
1866
|
|||
|
September
5, 2008
|
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. 1538 dated September 4, 2008 relating to $8,200,000 Floating Rate
Notes Linked to the Consumer Price Index due September 9, 2011 (the “Pricing
Supplement”) to product supplement no. 3-II dated February 13, 2006 relating to
Floating Rate Notes Linked to the Consumer Price 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 – 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 “Selected Purchase Considerations – 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,
|
|
|
/s/
Sidley Austin
llp
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Exhibit
8.2
|
|
SIDLEY
AUSTIN
llp
787
SEVENTH AVENUE
NEW
YORK, NY 10019
(212)
839 5300
(212)
839 5599 FAX
|
BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG
KONG
LONDON
|
LOS
ANGELES
NEW
YORK
SAN
FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON,
D.C.
|
|
FOUNDED
1866
|
|||
|
September
5, 2008
|
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.
1537
dated September 3, 2008 relating to $2,467,000 Buffered Return Enhanced
Notes Linked to a Weighted Basket Consisting of the S&P 500® Index, the
NASDAQ-100 Index®, the PowerShares Water Resources Portfolio and the Financial
Select Sector SPDR® Fund due March 8, 2010 (the “Pricing Supplement”)
to product supplement no. 39-XII dated September 3, 2008 relating to Return
Enhanced Notes Linked to a Weighted Basket Consisting of One or More of the
S&P 500® Index, the S&P MidCap 400® Index, the S&P BRIC 40 Index,
the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index, the Dow Jones U.S.
Real Estate Index, the Dow Jones — AIG Commodity IndexSM, the FTSE™ 100 Index,
the MSCI EAFE® Index, the MSCI World IndexSM, the NASDAQ-100 Index®, the Russell
1000® Growth Index, the Russell 1000® Value Index, the Russell 2000® Index, the
iShares® Dow Jones U.S. Real Estate Index Fund, the iShares® MSCI Emerging
Markets Index Fund, the PowerShares Water Resources Portfolio, the SPDR®
S&P® Homebuilders ETF, the Financial Select Sector SPDR® Fund and the
Vanguard® Emerging Markets ETF (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 – 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 “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.
|
Very
truly yours,
|
|
|
/s/
Sidley Austin
llp
|