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 2, 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On February 2, 2007, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Company”) and JPMorgan Chase Capital XXI, a statutory trust formed under the laws of the State of Delaware (“XXI Trust”), closed the public offering of $850,000,000 aggregate liquidation amount of XXI Trust Floating Rate Capital Securities (the “XXI Capital Securities”), representing preferred beneficial interests in XXI Trust; and JPMorgan Chase and JPMorgan Chase Capital XXII, a statutory trust formed under the laws of the State of Delaware (“XXII Trust”), closed the public offering of $1,000,000,000 aggregate liquidation amount of XXII Trust 6.450% Capital Securities (the “XXII Capital Securities”), representing preferred beneficial interests in XXII Trust. The XXI Capital Securities and the XXII Capital Securities and the related guarantees have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File Nos. 333-126750, 333-126750-04 and 333-126750-03).
In connection with the issuances of the XXI Capital Securities and the XXII Capital Securities, Sullivan & Cromwell LLP rendered opinions regarding certain tax matters. A copy of those opinions are attached as Exhibits 8.1 and 8.2.
Also in connection with the closing, the Company entered into two Replacement Capital Covenants (the “RCCs”), whereby, pursuant to Section 4(c)(i) therein, the Company agreed to notify holders of the Company’s 5.875% Junior Subordinated Deferrable Interest Debentures, Series O, due 2035, of the rights granted to such holders under the RCCs. Such notification is being made with the filing of the RCCs that are attached as Exhibits 99.1 and 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are being filed and not furnished as part of this Current Report and are incorporated by reference into the Registration Statement on Form S-3 (File Nos. 333-126750, 333-126750-04 and 333-126750-03) of the Company and the XXI Trust and the XXII Trust.
| 8.1 | Tax Opinion of Sullivan & Cromwell LLP dated February 2, 2007 (XXI Capital Securities) | |
| 8.2 | Tax Opinion of Sullivan & Cromwell LLP dated February 2, 2007 (XXII Capital Securities) | |
| 99.1 | Replacement Capital Covenant dated February 2, 2007 (XXI Capital Securities) | |
| 99.2 | Replacement Capital Covenant dated February 2, 2007 (XXII Capital Securities) | |
-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: February 2, 2007
-3-
EXHIBIT INDEX
| 8.1 | Tax Opinion of Sullivan & Cromwell LLP dated February 2, 2007 (XXI Capital Securities) | |
| 8.2 | Tax Opinion of Sullivan & Cromwell LLP dated February 2, 2007 (XXII Capital Securities) | |
| 99.1 | Replacement Capital Covenant dated February 2, 2007 (XXI Capital Securities) | |
| 99.2 | Replacement Capital Covenant dated February 2, 2007 (XXII Capital Securities) | |
-4-
