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
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Date
of report (Date of earliest event reported): November 21,
2008
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JPMORGAN
CHASE & CO.
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(Exact
Name of Registrant
as
Specified in Charter)
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DELAWARE
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(State
or Other Jurisdiction of Incorporation)
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001-05805
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13-2624428
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(Commission
File Number)
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(IRS
Employer Identification No.)
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270
Park Avenue,
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212)
270-6000
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
9.01. Financial Statements and
Exhibits
(d) Exhibits
The
following Exhibits are incorporated by reference into the Registration Statement
on Form S-3ASR (333-155535) of JPMorgan Chase & Co. (the “Registrant”) as
exhibits thereto and are filed as part of this Current Report.
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to a Weighted Basket of Components
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to an Index
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the Common Stock of a Reference Stock
Issuer
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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.
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JPMORGAN
CHASE & CO.
(Registrant)
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By:
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/s/
Scott
L. Nearing
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Name:
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Title:
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Dated:
November 21, 2008
EXHIBIT
INDEX
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to a Weighted Basket of
Components
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to an Index
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the Common Stock of a Reference Stock
Issuer
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4
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 product
supplement no. 39-A-I dated November 21, 2008 relating to
Return Enhanced Notes
Linked to a Weighted Basket of Components (the “Product Supplement”) to a
prospectus supplement dated November 21, 2008 (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 November 21, 2008 (the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-155535) (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 and
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
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 to be offered pursuant to the Product 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
and under the heading “Certain U.S. Federal Income Tax Consequences” in the
Product 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,
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/s/
Davis Polk & Wardwell
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Exhibit
8.2
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 product
supplement no. 18-A-I dated November 21, 2008 relating to
Return Enhanced Notes
Linked to an Index (the “Product Supplement”) to a prospectus supplement dated
November 21, 2008 (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 November 21, 2008 (the “Prospectus”) contained
in the Company’s Registration Statement on Form S-3ASR (Registration Statement
No. 333-155535) (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 and
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
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 to be offered pursuant to the Product 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
and under the heading “Certain U.S. Federal Income Tax Consequences” in the
Product 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,
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/s/
Davis Polk & Wardwell
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Exhibit
8.3
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 product
supplement no. 34-A-I dated November 21, 2008 relating to Reverse Exchangeable
Notes Linked to the Common Stock of a Reference Stock Issuer (the “Product
Supplement”) to a prospectus supplement dated November 21, 2008 (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
November 21, 2008 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-155535) (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 and
under the heading “Certain U.S. Federal Tax Consequences” in the Product
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 to be offered pursuant to the Product 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
and under the heading “Certain U.S. Federal Tax Consequences” in the Product
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,
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/s/
Davis Polk & Wardwell
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