Amended and restated pricing supplement no. 1670-A
To prospectus dated November 21, 2008,
prospectus supplement dated
November 21, 2008 and
product supplement no. 197-A-II dated
October 5, 2011

 

Registration Statement No. 333-155535
Dated September 30, 2011
 Rule 424(b)(8)

Structured 
Investments 

      $1,060,000
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold due 
April 5, 2012

General

Key Terms

Components:

(a) The European Union euro (the “Reference Currency”) relative to the U.S. dollar (the “Base Currency”) and (b) Gold (the “Precious Metal” or “Gold”)

Downside Exposure Percentage:

2%

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $980 plus the Additional Amount, which may be zero.

You are entitled to repayment of $980 for each $1,000 principal amount at maturity, subject to the credit risk of JPMorgan Chase & Co. 

Additional Amount:

The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 × the Lesser Performing Component Return; provided that the Additional Amount will not be less than zero.  The Additional Amount will not exceed $1,000 per $1,000 principal amount note.

Lesser Performing Component Return:

The lower of the Reference Currency Return and the Precious Metal Return.  Please see “What Is the Lesser Performing Component Return, Assuming a Range of Performances for the Components?” in this amended and restated pricing supplement for more information.

Reference Currency Return:

Starting Spot Rate – Ending Spot Rate
              Starting Spot Rate

 

The Reference Currency Return is effectively capped at 100%, with no limit on the downside.

Please see “How Do Exchange Rates Work?” and “Selected Risk Considerations — Your Notes Are Subject to an Embedded Maximum Payment at Maturity,” and “Selected Risk Considerations — The Method of Calculating the Reference Currency Return Will Diminish Any Reference Currency Depreciation Relative to the U.S. Dollar” in this amended and restated pricing supplement for more information.

Starting Spot Rate:

The Spot Rate on the pricing date, which was 1.3433

Ending Spot Rate:

The Spot Rate on the Observation Date

Spot Rate:

The Spot Rate on a given date is expressed as a number of U.S. dollars per one European Union euro and is equal to the applicable rate displayed on Reuters Group PLC (“Reuters”) page WMRPSPOT05 or any substitute page) at approximately 10:00 a.m., New York Time, on such date, as determined by the calculation agent.

Precious Metal Return:

Ending Metal Price – Starting Metal Price
                Starting Metal Price

Starting Metal Price:

The Metal Price on the pricing date, which was $1,620

Ending Metal Price:

The Metal Price on the Observation Date

Metal Price:

On any currency business day, the official afternoon Gold fixing per troy ounce of Gold for delivery in London through a member of the London Bullion Market Association (the “LBMA”) authorized to effect such delivery, stated in U.S. dollars, as calculated by the LBMA and displayed on Bloomberg L.P. (“Bloomberg”) under the symbol “GOLDLNPM” on such currency business day

Observation Date:

April 2, 2012*

Maturity Date:

April 5, 2012*

CUSIP:

48125X4W3

* This amended and restated pricing supplement no. 1670-A amends and restates and supersedes the pricing supplement no. 1670 related hereto dated September 30, 2011 to product supplement no. 197-A-II in its entirety (the pricing supplement no. 1670 is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109211006714/e45638_424b2.pdf).

†     

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Calculation Date — A. Least Performing Component Notes or Basket Notes” in the accompanying product supplement no. 197-A-II

Investing in the Notes involves a number of risks.  See “Risk Factors” beginning on page PS-9 of the accompanying product supplement no. 197-A-II and “Selected Risk Considerations” beginning on page PS-3 of this amended and restated pricing supplement.

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 amended and restated pricing supplement or the accompanying product supplement, 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

$1,000

$5           

$995       


Total

$1,060,000             

$5,300

$1,054,700             


(1)     

The price to the public includes the estimated 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 and Hedging” beginning on page PS-20 of the accompanying product supplement no. 197-A-II.

(2)

J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of $5 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-39 of the accompanying product supplement no. 197-A-II.

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. 

October 5, 2011


Additional Terms Specific to the Notes

You should read this amended and restated pricing supplement 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. 197-A-II dated September 21, 2011.  This amended and restated pricing supplement, together with the documents listed below, contains the terms of the notes, supplements the term sheet related hereto dated September 27, 2011 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.  This amended and restated pricing supplement amends and restates and supersedes the pricing supplement no. 1670 related hereto dated September 30, 2011 to product supplement 197-A-11 in its entirety. You should rely only on the information contained in this amended and restated pricing supplement and the documents listed below in making our decision to invest in the notes. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 197-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 pricing supplement, the “Company,” “we,” “us” and “our” refer to JPMorgan Chase & Co.

Additional Key Terms

Supplemental Terms of the Notes

For purposes of the notes offered by this pricing supplement, if the scheduled Observation Date is not a currency business day with respect to a Component if there is a market disruption event with respect to a Component on the scheduled Observation Date, the scheduled Observation Date will be postponed as described under “Description of Notes — Postponement of a Calculation Date — A. Least Performing Component Notes or Basket Notes” in the accompanying product supplement no. 197-A-II.


JPMorgan Structured Investments —
PS-1
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

How Do Exchange Rates Work?

Exchange rates reflect the amount of one currency that can be exchanged for a unit of another currency.

The Spot Rate is expressed as the number of U.S. dollars per European Union euro.  As a result, a decrease in a Spot Rate from the pricing date to the Observation Date means that the European Union euro has depreciated / weakened relative to the U.S. dollar from the pricing date to the Observation Date.  This means that one European Union euro could purchase fewer U.S. dollars on the Observation Date than it could on the pricing date.  Viewed another way, it would take more European Union euros to purchase one U.S. dollar on the Observation Date than it did on the pricing date.  However, if an investment is bearish on the European Union euro relative to the U.S. dollar, generally the value of that investment will increase in this situation.

Conversely, an increase in the Spot Rate from the pricing date to the Observation Date means that the European Union euro has appreciated / strengthened relative to the U.S. dollar from the pricing date to the Observation Date.  This means that one European Union euro could purchase more U.S. dollars on the Observation Date than it could on the pricing date.  Viewed another way, it would take fewer European Union euros to purchase one U.S. dollar on the Observation Date than it did on the pricing date.  However, if an investment is bearish on the European Union euro relative to the U.S. dollar, generally the value of that investment will decrease in this situation.

The notes do not provide a bearish quadratic return, in U.S. dollars, on the depreciation of the European Union euro relative to the U.S. dollar.  A bearish quadratic return in U.S. dollars reflects the return that would be calculated on the Observation Date as the Starting Spot Rate minus the Ending Spot Rate, divided by the Ending Spot Rate.  Instead, the return on the notes will be determined by the Reference Currency Return formula set forth in this amended and restated pricing supplement, which does not reflect a bearish quadratic return in U.S. dollars.

The following examples demonstrate the impact only of a depreciation of the European Union euro relative to the U.S. dollar under the Reference Currency Return formula as compared to the bearish quadratic method of calculating currency returns.  Assuming that the Metal Price of Gold appreciates, a depreciation of the European Union euro relative to the U.S. dollar will result in a positive Additional Amount under the terms of the notes.  The impact of an appreciation of the European Union euro relative to the U.S. dollar is not demonstrated below because, in that situation, the Additional Amount will not reflect such appreciation and will be $0 under the terms of the notes (regardless of whether the Metal Price of Gold appreciates or depreciates).

As demonstrated by the examples below, under the Reference Currency Return formula, any depreciation of the European Union euro relative to the U.S. dollar will be less than the depreciation calculated by a bearish quadratic return.  In addition, the diminishing effect on any depreciation of the European Union euro relative to the U.S. dollar increases as the Reference Currency Return increases.  Accordingly, your payment at maturity may be less than if you had invested in similar notes that use the bearish quadratic method for calculating currency returns.

The following examples assume a Starting Spot Rate of 1.35 for the European Union euro relative to the U.S. dollar.

Example 1: The European Union euro weakens from the Starting Spot Rate of 1.35 U.S. dollars per European Union euro to the Ending Spot Rate of 1.215 U.S. dollars per European Union euro.

The Reference Currency Return is equal to 10.00%, calculated as follows:

(1.35 – 1.215) / 1.35 =  10.00%

By contrast, if the return on the European Union euros were determined using a bearish quadratic return, the return would be 11.11%.

Example 2: The European Union euro weakens from the Starting Spot Rate of 1.35 U.S. dollars per European Union euro to the Ending Spot Rate of 0.0135 U.S. dollars per European Union euro.

The Reference Currency Return is equal to 99.00%, which demonstrates the effective cap of 100% on the Reference Currency Return, calculated as follows:

(1.35 – 0.0135) / 1.35 = 99.00%

By contrast, if the return on the European Union euros were determined using a bearish quadratic return, which would not be subject to the effective cap of 100%, the return would be 9900%.

The hypothetical Ending Spot Rates and Reference Currency Returns set forth above are for illustrative purposes only and have been rounded for ease of analysis.


JPMorgan Structured Investments —
PS-2
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

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 European Union euro, the U.S. dollar or the exchange rates between the European Union euro and the U.S. dollar or any contracts related to the European Union euro, the U.S. dollar or the exchange rate between the European Union euro and the U.S. dollar or futures contracts or Gold or futures contracts or other instruments related to the Gold.  These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 197-A-II dated September 21, 2011.


JPMorgan Structured Investments —
PS-3
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

JPMorgan Structured Investments —
PS-4
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

JPMorgan Structured Investments —
PS-5
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

JPMorgan Structured Investments —
PS-6
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold


What Is the Payment at Maturity on the Notes, Assuming a Range of Performances for the Lesser Performing Component?

The following table and examples illustrate 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 performances for the Lesser Performing Component Return from 80% to +80%.  The table and examples below assume that the Lesser Performing Component is Gold.  We make no representation or warranty as to which of the Components will be the Lesser Performing Component for purposes of calculating your actual payment at maturity.  For additional information about the determination of the Lesser Performing Component Return, please see “What Is the Lesser Performing Component Return, Assuming a Range of Performances for the Components?” in this amended and restated pricing supplement.  In addition, the following table and examples assume a Starting Metal Price of $1,600.  The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payments at maturity applicable to a purchaser of the notes.  The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Spot
Rate

Lesser
Performing
Component
Return

Additional
Amount

 

Principal

 

Payment at Maturity


$2,880.00

80.00%

$800.00

+

$980.00

=

$1,780.00

$2,720.00

70.00%

$700.00

+

$980.00

=

$1,680.00

$2,560.00

60.00%

$600.00

+

$980.00

=

$1,580.00

$2,400.00

50.00%

$500.00

+

$980.00

=

$1,480.00

$2,240.00

40.00%

$400.00

+

$980.00

=

$1,380.00

$2,080.00

30.00%

$300.00

+

$980.00

=

$1,280.00

$1,920.00

20.00%

$200.00

+

$980.00

=

$1,180.00

$1,840.00

15.00%

$150.00

+

$980.00

=

$1,130.00

$1,760.00

10.00%

$100.00

+

$980.00

=

$1,080.00

$1,680.00

5.00%

$50.00

+

$980.00

=

$1,030.00

$1,632.00

2.00%

$20.00

+

$980.00

=

$1,000.00

$1,600.00

0.00%

$0.00

+

$980.00

=

$980.00

$1,520.00

-5.00%

$0.00

+

$980.00

=

$980.00

$1,440.00

-10.00%

$0.00

+

$980.00

=

$980.00

$1,360.00

-15.00%

$0.00

+

$980.00

=

$980.00

$1,280.00

-20.00%

$0.00

+

$980.00

=

$980.00

$1,120.00

-30.00%

$0.00

+

$980.00

=

$980.00

$960.00

-40.00%

$0.00

+

$980.00

=

$980.00

$800.00

-50.00%

$0.00

+

$980.00

=

$980.00

$640.00

-60.00%

$0.00

+

$980.00

=

$980.00

$480.00

-70.00%

$0.00

+

$980.00

=

$980.00

$320.00

-80.00%

$0.00

+

$980.00

=

$980.00


Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The price of Gold increases from the Starting Metal Price of $1,600 to an Ending Index Level of $1,760.  Because the Ending Metal Price of $1,760 is greater than the Starting Metal Price of $1,600, the Additional Amount is equal to $100 and the payment at maturity is equal to $1,080 per $1,000 principal amount note, calculated as follows:

$980 + ($1,000 × 10%) = $1,080

Example 2: The price of Gold decreases from the Starting Metal Price of $1,600 to an Ending Metal Price of $1,520.

Because the Ending Metal Price of $1,520 is less than the Starting Metal Price of $1,600, you will receive a payment of $980 at maturity for each $1,000 principal amount note (reflecting a loss of 2% of the principal).

The hypothetical payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market.  If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments —
PS-7
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

What Is the Lesser Performing Component Return, Assuming a Range of Performances for the Components?

The examples below illustrate hypothetical Lesser Performing Component Returns, assuming a range of performances for the Components.  The hypothetical Lesser Performing Component Returns set forth below assume Starting Spot Rates of 1.35 and a Starting Metal Price of $1,600.  The Spot Rate is expressed as a number of U.S. dollars per European Union euro.

The Lesser Performing Component Returns set forth below are for illustrative purposes only and may not be the actual Lesser Performing Component Returns applicable to the notes.  You should consider carefully whether the notes are suitable to your investment goals.  The numbers appearing in the examples below have been rounded for ease of analysis.

Example 1


Component

Hypothetical Starting
Component Value

Hypothetical Ending
Component Value

Hypothetical
Component Return


European Union euro relative
to the U.S. dollar

1.35

1.08

20.00%


Gold

$1,600

$1,760

10.00%


In this example, the European Union dollar depreciated relative to the U.S. dollar, resulting in a Reference Currency Return of 20%, and Gold appreciated in value, resulting in a Precious Metal Return of 10%.  Accordingly, the Lesser Performing Component Return is 10%, which would result in a payment at maturity is equal to $1,080 per $1,000 principal amount note, calculated as follows:

$980 + ($1,000 × 10%) = $1,080 

Example 2


Component

Hypothetical Starting
Component Value

Hypothetical Ending
Component Value

Hypothetical
Component Return


European Union euro relative
to the U.S. dollar

1.35

1.08

20.00%


Gold

$1,600

$1,440

-10.00%


In this example, although the European Union dollar depreciated relative to the U.S. dollar, resulting in a Reference Currency Return of 20%, Gold depreciated in value, resulting in a Precious Metal Return of -10%.  Accordingly, the Lesser Performing Component Return is -10%, which would result in a payment at maturity is equal to $980 per $1,000 principal amount note (reflecting a loss of 2% of the principal).

Example 3


Component

Hypothetical Starting
Component Value

Hypothetical Ending
Component Value

Hypothetical
Component Return


European Union euro relative
to the U.S. dollar

1.35

1.62

-20.00%


Gold

$1,600

$1,760

10.00%


In this example, although Gold appreciated in value, resulting in a Precious Metal Return of 10%, the European Union dollar appreciated relative to the U.S. dollar, resulting in a Reference Currency Return of -20%.  Accordingly, the Lesser Performing Component Return is -20%, which would result in a payment at maturity is equal to $980 per $1,000 principal amount note (reflecting a loss of 2% of the principal).

Example 4


Component

Hypothetical Starting
Component Value

Hypothetical Ending
Component Value

Hypothetical
Component Return


European Union euro relative
to the U.S. dollar

1.35

1.62

-20.00%


Gold

$1,600

$1,440

-10.00%


In this example, the European Union dollar appreciated relative to the U.S. dollar, resulting in a Reference Currency Return of
-20%, and Gold depreciated in value, resulting in a Precious Metal Return of -10%.  Accordingly, the Lesser Performing Component Return is -20%, which would result in a payment at maturity is equal to $980 per $1,000 principal amount note (reflecting a loss of 2% of the principal).


JPMorgan Structured Investments —
PS-8
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

Historical Information

The first graph below shows the historical weekly performance of the European Union euro relative to the U.S. dollar, expressed in terms of the conventional market quotation (the amount of the U.S. dollars that can be exchanged for one European Union euro, which we refer to in this amended and restated pricing supplement as the exchange rate) as shown on Bloomberg Financial Markets, from January 6, 2006 through September 30, 2011. The exchange rate of the European Union euro relative to the U.S. dollar as reported by Bloomberg Financial Markets on September 30, 2011 was 1.3388.

The historical exchange rates used to calculate the graph below were determined using the rates reported by Bloomberg Financial Markets and may not be indicative of the Spot Rate that would be derived from the applicable Reuters page.

The exchange rates displayed in the graphs below are for illustrative purposes only and do not form part of the calculation of the Reference Currency Return.  The Reference Currency Return increases when the European Union euro appreciates in value against the U.S. dollar.

The Spot Rate on September 30, 2011 was 1.3433, calculated in the manner set forth under “Key Terms — Spot Rate” on the front cover of this amended and restated pricing supplement.  We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets or Reuters Group PLC.  The exchange rates displayed in the graph above should not be taken as an indication of future performance, and no assurance can be given as to the Spot Rate on the Observation Date.  We cannot give you assurance that the performance of the European Union euro relative to the U.S. dollar will result in a payment at maturity in excess of $980 per $1,000 principal amount note.

The following graph shows the historical weekly performance of Gold based on the Metal Prices from January 6, 2006 through September 30, 2011.  The Metal Price on September 30, 2011 was $1,620.  We obtained the Metal Prices below from Bloomberg Financial Markets.  We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The historical prices of Gold should not be taken as an indication of future performance, and no assurance can be given as to the Metal Price on the Observation Date.  We cannot give you assurance that the performance of the price of Gold will result in a payment at maturity in excess of $980 per $1,000 principal amount note.


JPMorgan Structured Investments —
PS-9
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold

 

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this amended and restated pricing supplement have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.  This opinion is given as of the date hereof and is limited to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.  In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated March 23, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by us on March 23, 2011.


JPMorgan Structured Investments —
PS-10
Notes Linked to the Lesser Performing of the European Union Euro (Relative to the U.S. Dollar) and Gold