What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to disclose tax opinions from legal counsel regarding two specific issuances of Reverse Exchangeable Notes by JPMorgan Chase & Co.

What are Reverse Exchangeable Notes and what are the risks involved?

Reverse Exchangeable Notes are a type of structured financial product. They typically offer a higher coupon rate in exchange for the investor accepting the risk that their principal could be reduced if the value of the underlying asset (in this case, stocks of Procter & Gamble, Johnson & Johnson, and Microsoft) falls below a certain level by the maturity date. Investors could lose a significant portion, or all, of their principal investment.

What does 'linked to the least performing common stock' mean for the first note series?

For the note linked to Procter & Gamble and Johnson & Johnson, the performance that determines the investor's return of principal and any potential downside risk is based on which of those two stocks performs worse. If both stocks fall, the note's value will be affected by the one that experienced the larger percentage decrease.

Are these notes suitable for all investors?

These notes are generally considered suitable for investors who understand structured products, can tolerate significant risk of principal loss, and are seeking potentially higher yields than traditional fixed-income investments. They are not suitable for risk-averse investors or those seeking capital preservation.

JPMORGAN CHASE & CO 8-K SEC Disclosure

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K report on March 3, 2008, primarily to disclose tax opinions related to specific debt issuances. The report details tax advice from Davis Polk & Wardwell concerning two series of Reverse Exchangeable Notes. The first series, due September 5, 2008, offers a 5.00% coupon (equivalent to 10.00% per annum) and is linked to the least performing common stock of The Procter & Gamble Company and Johnson & Johnson. The second series, also due September 5, 2008, offers a 5.50% coupon (equivalent to 11.00% per annum) and is linked to the common stock of Microsoft Corporation. For investors, this filing indicates the company's ongoing activity in structured financial products. The high coupon rates on these notes are characteristic of higher-risk investments, as they are designed to offer enhanced yield in exchange for the investor bearing the risk of principal loss if the linked underlying stocks perform poorly. Investors considering these notes should carefully assess the creditworthiness of JPM and the volatility of the referenced stocks.

Key Highlights

1JPM filed an 8-K on March 3, 2008, detailing specific financial instrument issuances.
2The filing includes tax opinions from Davis Polk & Wardwell for two series of Reverse Exchangeable Notes.
3One note series (due Sept 5, 2008) offers a 5.00% coupon (10.00% annualized) and is linked to the performance of Procter & Gamble and Johnson & Johnson common stocks.
4Another note series (due Sept 5, 2008) offers a 5.50% coupon (11.00% annualized) and is linked to Microsoft Corporation common stock.
5These notes are structured products designed to offer higher yields, with principal repayment dependent on the performance of the underlying stocks.
6The filing highlights JPM's continued engagement in issuing complex debt instruments.

JPMORGAN CHASE & CO 8-K Report, Exhibit Filing (Mar 3, 2008)

Summary

Key Highlights

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