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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 1, 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
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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):
[_] 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))
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ITEM 8.01. OTHER EVENTS
On August 1, 2007, JPMorgan Chase & Co. ("JPMorgan Chase" or the "Company") and
JPMorgan Chase Capital XXIV, a statutory trust formed under the laws of the
State of Delaware ("Trust"), closed the public offering of $700,000,000
aggregate liquidation amount of Trust 6.875% Capital Securities (the "Capital
Securities"), representing preferred beneficial interests in the Trust. The
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, 333-126750-01).
In connection with the issuance of the Capital Securities, Sullivan & Cromwell
LLP rendered an opinion regarding certain tax matters. A copy of such opinion is
attached as Exhibit 8.1.
Also in connection with the closing, the Company entered into a Replacement
Capital Covenant (the "RCC"), whereby, pursuant to Section 3(c)(i) thereof, 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 RCC. Such notification is being made with the filing of
the RCC that is attached as Exhibit 99.1.
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, 333-126750-01) of the Company and the Trust.
8.1 Tax Opinion of Sullivan & Cromwell LLP dated August 1, 2007 (Capital
Securities)
99.1 Replacement Capital Covenant dated August 1, 2007 (Capital Securities)
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
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Name: Anthony J. Horan
Title: Corporate Secretary
Dated: August 2, 2007
EXHIBIT INDEX
8.1 Tax Opinion of Sullivan & Cromwell LLP dated August 1, 2007 (Capital
Securities)
99.1 Replacement Capital Covenant dated August 1, 2007 (Capital Securities)