Term Sheet |
Term Sheet to
Product Supplement No. 85-II Registration Statement No. 333-130051 Dated May 19, 2008; Rule 433 |
Structured |
JPMorgan Chase & Co. $ Principal Protected Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index, the Dow Jones EURO STOXX 50® Index and the S&P BRIC 40 Index due November 22, 2013 |
General
Key Terms
Basket: |
The notes are linked to an equally weighted basket consisting of the S&P 500® Index (SPX), the Dow Jones EURO STOXX 50® Index (SX5E) and the S&P BRIC 40 Index (SBR) (each a Basket Index, and together, the Basket Indices). |
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Payment at Maturity: |
At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero. |
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Additional Amount: |
The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Basket Return x the Participation Rate; provided that the Additional Amount will not be less than zero. |
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Participation Rate: |
At least 170%. The actual Participation Rate will be determined on the pricing date and will not be less than 170%. |
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Basket Return: |
Ending Basket Level Starting Basket Level |
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Starting Basket Level: |
Set equal to 100 on the pricing date, which is expected to be on or about May 19, 2008. |
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Ending Basket Level: |
The arithmetic average of the Basket Closing Levels on each of the 22 quarterly Ending Averaging Dates. |
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Basket Closing Level: |
The Basket Closing Level on any trading day will be calculated as follows: |
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100 x [1 + (S&P 500 Return + EURO STOXX Return + S&P BRIC Return +)/3] |
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Each of the S&P 500 Return, the EURO STOXX Return and the S&P BRIC Return reflects the performance of the relevant Basket Index, expressed as a percentage, from its closing level on the pricing date to its closing level on such trading day. For additional information, see Description of Notes Payment at Maturity in the accompanying product supplement no. 85-II. |
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Ending Averaging Dates*: |
August 19, 2008, November 19, 2008, February 19, 2009, May 19, 2009, August 19, 2009, November 19, 2009, February 19, 2010, May 19, 2010, August 19, 2010, November 19, 2010, February 22, 2011, May 19, 2011, August 19, 2011, November 21, 2011, February 21, 2012, May 21, 2012, August 20, 2012, November 19, 2012, February 19, 2013, May 20, 2013, August 19, 2013 and November 19, 2013 |
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Maturity Date*: |
November 22, 2013 |
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CUSIP: |
48123M4N9 |
* |
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. 85-II. |
Investing in the Principal Protected Notes involves a number of risks. See Risk Factors beginning on page PS-19 of the accompanying product supplement no. 85-II and Selected Risk Considerations beginning on page TS-1 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, each prospectus supplement, product supplement no. 85-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 Securities and Exchange Commission 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 supplements and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public |
Fees and Commissions (1) |
Proceeds to Us |
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Per note |
$ |
$ |
$ |
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Total |
$ |
$ |
$ |
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(1) |
If the notes priced today, J.P. Morgan Securities Inc., whom we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $27.00 per $1,000 principal amount note and would use a portion of that commission to pay selling concessions to other dealers of approximately $8.25 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $27.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be paid to other dealers, exceed $35.00 per $1,000 principal amount note. See Underwriting beginning on page PS-79 of the accompanying product supplement no. 85-II. |
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
JPMorgan
May 19, 2008
ADDITIONAL TERMS SPECIFIC TO THE NOTES
You should read this term sheet together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated October 12, 2006 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. 85-II dated March 31, 2008. 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. 85-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):
Product supplement no. 85-II dated March 31, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000114420408018564/v108796_424b2.pdf
Prospectus supplement dated October 12, 2006:
http://www.sec.gov/Archives/edgar/data/19617/000089109206003117/e25276_424b2.pdf
Prospectus dated December 1, 2005:
http://www.sec.gov/Archives/edgar/data/19617/000089109205002389/e22923_base.txt
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.
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 Basket Indices or any of the component stocks of the Basket Indices. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 85-II dated March 31, 2008.
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JPMorgan
Structured Investments |
TS-1 |
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JPMorgan
Structured Investments |
TS-2 |
Sensitivity Analysis Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note
The following table illustrates the payment at maturity (including, where relevant, the payment of the Additional Amount) for a $1,000 principal amount note for a hypothetical range of performance for the Basket Return from -80% to +80% and assumes a Participation Rate of 170%. The following results are based solely on the hypothetical example cited. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
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Ending |
Basket |
Basket Return x |
Additional |
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Principal |
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Payment at |
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180 |
80% |
136.00% |
$1,360 |
+ |
$1,000 |
= |
$2,360 |
170 |
70% |
119.00% |
$1,190 |
+ |
$1,000 |
= |
$2,190 |
160 |
60% |
102.00% |
$1,020 |
+ |
$1,000 |
= |
$2,020 |
150 |
50% |
85.00% |
$850 |
+ |
$1,000 |
= |
$1,850 |
140 |
40% |
68.00% |
$680 |
+ |
$1,000 |
= |
$1,680 |
130 |
30% |
51.00% |
$510 |
+ |
$1,000 |
= |
$1,510 |
120 |
20% |
34.00% |
$340 |
+ |
$1,000 |
= |
$1,340 |
110 |
10% |
17.00% |
$170 |
+ |
$1,000 |
= |
$1,170 |
105 |
5% |
8.50% |
$85 |
+ |
$1,000 |
= |
$1,085 |
100 |
0% |
0.00% |
$0 |
+ |
$1,000 |
= |
$1,000 |
90 |
-10% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
80 |
-20% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
70 |
-30% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
60 |
-40% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
50 |
-50% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
40 |
-60% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
30 |
-70% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
20 |
-80% |
N/A |
$0 |
+ |
$1,000 |
= |
$1,000 |
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Hypothetical Examples of Amounts
Payable at Maturity
The following examples illustrate how the total returns set forth in the table on the previous page are calculated.
Example 1: The level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 120. Because the Ending Basket Level of 120 is greater than the Starting Basket Level of 100, the Additional Amount is equal to $340 and the final payment at maturity is equal to $1,340 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x [(120-100)/100] x 170%) = $1,340
Example 2: The level of the Basket decreases from the Starting Basket Level of 100 to an Ending Basket Level of 60. Because the Ending Basket Level of 60 is lower than the Starting Basket Level of 100, the final payment per $1,000 principal amount note at maturity is the principal amount of $1,000.
Example 3: The level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 110. Because the Ending Basket Level of 110 is greater than the Starting Basket Level of 100, the Additional Amount is equal to $170 and the final payment at maturity is equal to $1,170 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x [(110-100)/100] x 170%) = $1,170
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JPMorgan
Structured Investments |
TS-3 |
Historical Information
The following graphs show the historical weekly performance of the S&P 500® Index and the Dow Jones EURO STOXX 50® Index from January 4, 2002 through May 16, 2008 and the S&P BRIC 40 Index as well as the Basket as a whole from February 6, 2004 through May 16, 2008. The S&P BRIC 40 Index was officially launched by Standard & Poors, a division of The McGraw-Hill Companies, Inc. (S&P), on June 20, 2006, and S&P makes available hypothetical backtested historical data for the weekly performance of the S&P BRIC 40 Index back to February 6, 2004. The graph of the historical Basket performance assumes the Basket level on February 6, 2004 was 100 and that each Basket Index had a 1/3 weight in the Basket on that date. The closing level of the S&P 500® Index on May 16, 2008 was 1425.35. The closing level of the Dow Jones EURO STOXX 50® Index on May 16, 2008 was 3862.91. The closing level of the S&P BRIC 40 Index on May 16, 2008 was 3357.44. We obtained the various index closing levels and other information below from Bloomberg Financial Markets, and accordingly, make no representation or warranty as to their accuracy or completeness.
The performance of the S&P BRIC 40 Index, as well as the Basket, is based on hypothetical historical analysis and does not necessarily reflect the future performance of the S&P BRIC 40 Index or the Basket. The method of calculation used for this hypothetical historical analysis is the same as the method used to determine the S&P BRIC 40 closing level on the pricing date.
The historical levels of each Basket Index and the Basket should not be taken as an indication of future performance, and no assurance can be given as to the closing level of any Basket Index on any of the Ending Averaging Dates. We cannot give you assurance that the performance of the Basket Indices will result in a payment at maturity of more than the principal amount of your notes.
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JPMorgan
Structured Investments |
TS-4 |