Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 34-A-II dated February 7, 2011

 

Term Sheet to
Product Supplement No. 34-A-II
Registration Statement No. 333-155535
Dated May 5, 2011; Rule 433

Structured 
Investments 

      $
4.00% (equivalent to 8.00% per annum) Single Observation Reverse Exchangeable Notes due November 10, 2011 Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.


General

Key Terms

Reference Stock:

The common stock, par value $0.10 per share, of Freeport-McMoRan Copper & Gold Inc. (New York Stock Exchange symbol “FCX”). We refer to Freeport-McMoRan Copper & Gold Inc. as “Freeport-McMoRan.”

Interest Rate:

4.00% over the term of the notes (equivalent to 8.00% per annum), paid on the Maturity Date and calculated on a 30/360 basis.

Protection Amount:

An amount that represents 35% of the Initial Share Price, subject to adjustments

Pricing Date:

On or about May 5, 2011

Settlement Date:

On or about May 10, 2011

Observation Date:

November 7, 2011*

Maturity Date:

November 10, 2011*

CUSIP:

48125XQC3

Interest Payment Date:

Interest on the notes will be payable on a single date, which will be the Maturity Date.

Payment at Maturity:

The payment at maturity, in excess of any accrued and unpaid interest, will be based on the performance of the Reference Stock. You will receive $1,000 for each $1,000 principal amount note, plus any accrued and unpaid interest at maturity, unless the Final Share Price is less than the Initial Share Price by more than the Protection Amount. If the Final Share Price is less than the Initial Share Price by more than the Protection Amount, at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, a cash payment equal to the Cash Value. The Cash Value will be less than the principal amount of your notes, and may be zero.

Cash Value:

The amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price and (2) the Final Share Price, subject to adjustments

Initial Share Price:

The closing price of the Reference Stock on the Pricing Date. The Initial Share Price is subject to adjustments in certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-dilution Adjustments” in the accompanying product supplement no. 34-A-II for further information about these adjustments.

Final Share Price:

The closing price of the Reference Stock on the Observation Date

*

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 34-A-II

Investing in the Single Observation Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 34-A-II and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement, product supplement no. 34-A-II and this term sheet if you so request by calling toll-free 866-535-9248.

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

Neither the SEC nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the cost of hedging our obligations under the notes through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on page PS-17 of the accompanying product supplement no. 34-A-II, as supplemented by the “Supplemental Use of Proceeds” in this term sheet.

(2)

Please see “Supplemental Plan of Distribution” in this term sheet for information about fees and commissions.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

May 5, 2011



Additional Terms Specific to the Notes

You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 34-A-II dated February 7, 2011. This term sheet, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 34-A-II, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the “Company,” “we,” “us,” or “our” refers to JPMorgan Chase & Co.

Supplemental Terms of the Notes

For purposes of determining the payment to you at maturity if a Reorganization Event occurs as described under “General Terms of Notes — Anti-Dilution Adjustments — Reorganization Events” in the accompanying product supplement no. 34-A-II, “Physical Delivery Amount” means the number of shares of the Reference Stock, per $1,000 principal amount note, equal to $1,000 divided by the Initial Share Price, subject to adjustments.

For purposes of the accompanying product supplement no. 34-A-II, if the Final Share Price is less than the Initial Share Price by more than the Protection Amount, we will elect to pay you the Cash Value at maturity.


JPMorgan Structured Investments —
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

 TS-1

Examples of Hypothetical Payments at Maturity for Each $1,000 Principal Amount Note

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes, based on a range of hypothetical Final Share Prices. The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

the Initial Share Price:

$52.00

the Protection Amount (in U.S. dollars): $18.20

the Interest Rate:

4.00% (equivalent to 8.00% per annum)

the Protection Amount: 35.00%

Hypothetical Final
Share Price

Hypothetical Final Share
Price expressed as a
percentage of Initial
Share Price

Payment at Maturity**

$104.00

200.00%

$1,000.00

$65.00

125.00%

$1,000.00

$54.60

105.00%

$1,000.00

$52.00

100.00%

$1,000.00

$39.00

75.00%

$1,000.00

$33.80

65.00%

$1,000.00

$26.00

50.00%

$500.00

$13.00

25.00%

$250.00

$0.00

0.00%

$0.00

** 

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to the Cash Value or the principal amount of your note in cash.

The following examples illustrate how the payments at maturity set forth in the table above are calculated.

Example 1: The closing price of the Reference Stock increases from the Initial Share Price of $52.00 to a Final Share Price of $54.60. Because the Final Share Price of $54.60 is greater than the Initial Share Price of $52.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The closing price of the Reference Stock decreases from the Initial Share Price of $52.00 to a Final Share Price of $33.80. Because the Final Share Price of $33.80 is less than the Initial Share Price of $52.00 by not more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $33.80 is less than the Initial Share Price of $52.00.

Example 3: The closing price of the Reference Stock decreases from the Initial Share Price of $52.00 to a Final Share Price of $26.00. Because the Final Share Price of $26.00 is less than the Initial Share Price of $52.00 by more than the Protection Amount, you will receive the Cash Value at maturity. Because the Final Share Price of the Reference Stock is $26.00, your final payment at maturity is $500.00.

Regardless of the performance of the Reference Stock and the payment you receive at maturity, you will receive a single interest payment, for each $1,000 principal amount note, in the aggregate amount of $40.00 on the Maturity Date. The actual Cash Value you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price.


JPMorgan Structured Investments —
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

 TS-2

Selected Purchase Considerations

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Stock. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 34-A-II dated February 7, 2011.


JPMorgan Structured Investments —
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

 TS-3


JPMorgan Structured Investments —
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

 TS-4

The Reference Stock

Public Information

All information contained herein on the Reference Stock and on Freeport-McMoRan is derived from publicly available sources and is provided for informational purposes only. According to its publicly available filings with the SEC, Freeport-McMoRan is an international copper, gold and molybdenum mining company, with reserves and operations in Indonesia, North and South America and the Democratic Republic of Congo. The common stock of Freeport-McMoRan, par value $0.10 per share, is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Freeport-McMoRan in the accompanying product supplement no. 34-A-II. Information provided to or filed with the SEC by Freeport-McMoRan pursuant to the Exchange Act can be located by reference to SEC file number 001-11307-01, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.

Historical Information Regarding the Reference Stock

The following graph sets forth the historical performance of the Reference Stock based on the weekly closing price (in U.S. dollars) of the Reference Stock from January 6, 2006 through April 29, 2011. The closing price of the Reference Stock on May 4, 2011 was $51.16. The historical prices of Freeport-McMoRan set forth in the graph below have been adjusted for a 2-for-1 stock split that began trading ex-dividend on February 2, 2011. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the Reference Stock has experienced significant fluctuations. The historical performance of the Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the Reference Stock on the Pricing Date or the Observation Date. We cannot give you assurance that the performance of the Reference Stock will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Freeport-McMoRan will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the Reference Stock.  


JPMorgan Structured Investments —
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

 TS-5

Supplemental Use of Proceeds

Notwithstanding anything to the contrary in the accompanying product supplement no. 34-A-II (in particular, the second paragraph of the “Use of Proceeds” section on PS-17 of the accompanying product supplement), for purposes of the notes offered by this term sheet, the original issue price of the notes will include the reimbursement of certain issuance costs and the estimated cost of hedging our obligations under the notes. The estimated cost of hedging includes the projected profit, which in no event will exceed $25.00 per $1,000 principal amount note, that our affiliates expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, the actual cost of such hedging may result in a profit that is more or less than expected, or could result in a loss.

Supplemental Plan of Distribution

JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission exceed $5.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-37 of the accompanying product supplement no. 34-A-II.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate of ours will receive a structuring and development fee. In no event will the total amount of these fees exceed $5.00 per $1,000 principal amount note.


JPMorgan Structured Investments —
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

 TS-6