CALCULATION OF REGISTRATION FEE
Title of Each Class of |
Maximum Aggregate
|
Amount of
|
Notes |
$1,561,000 |
$87.10 |
(1) |
Calculated in accordance with Rule 457(r) of the Securities Act of 1933. |
|
(2) |
Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $150,206.04 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3ASR (No. 333-130051) filed by JPMorgan Chase & Co. on December 1, 2005, and have been carried forward. A $86.99 filing fee (which is included in the $87.10 fee with respect to the $1,561,000 notes sold pursuant to this registration statement) was offset against previously paid filing fees with respect to $1,599,000 of notes in this offering in pricing supplement no. 333 dated October 27, 2009 to Registration Statement No. 333-155535 filed by JPMorgan Chase & Co., which pricing supplement no. 333 was filed on October 29, 2009. The additional $0.11 fee due with respect to this offering is offset entirely against the $150,206.04 unused filing fees. As a result, $150,205.93 remains available for future registration fees. No additional registration fee has been paid with respect to this offering. |
Amended and restated pricing supplement no. 333-A |
Registration Statement No. 333-155535
Dated October 27, 2009 Rule 424(b)(8) |
Structured |
JPMorgan Chase &
Co. $1,561,000 Buffered Return Enhanced Notes Linked to the S&P 500® Index due May 2, 2011 |
General
Key Terms
Index: |
The S&P 500® Index (SPX) (the Index) |
Upside Leverage Factor: |
2 |
Payment
at Maturity: |
If the Ending Index Level is greater than the Initial Index Level, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by two, subject to a Maximum Total Return on the notes of 16%. For example, if the Index Return is equal to or greater than 8%, you will receive the Maximum Total Return on the notes of 16%, which entitles you to a maximum payment at maturity of $1,160 for every $1,000 principal amount note that you hold. Accordingly, if the Index Return is positive, your payment at maturity per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return: |
|
$1,000 + [$1,000 × (Index Return x 2)] |
|
Your principal is protected against up to a 10% decline of the Index at maturity. If the Ending Index Level is equal to or declines from the Initial Index Level by up to 10%, you will receive the principal amount of your notes at maturity. If the Ending Index Level declines from the Initial Index Level by more than 10%, you will lose 1% of the principal amount of your notes for every 1% that the Index declines beyond 10% and your payment at maturity per $1,000 principal amount note will be calculated as follows: |
|
$1,000 + [$1,000 × (Index Return + 10%)] |
|
If the Ending Index Level declines from the Initial Index Level by more than 10%, you could lose up to $900 per $1,000 principal amount note. |
Buffer Amount: |
10%, which results in a minimum payment of $100 per $1,000 principal amount note. |
Index Return: |
Ending
Index Level Initial Index Level |
Initial Index Level: |
The Index closing level on the pricing date, which was 1063.41. |
Ending Index Level: |
The Index closing level on the Observation Date. |
Observation Date: |
April 27, 2011 |
Maturity Date: |
May 2, 2011 |
CUSIP: |
48123L7K4 |
| This pricing supplement no. 333-A amends and restates and supersedes pricing supplement no. 333 to product supplement no. 39-A-IV in its entirety (pricing supplement no. 333 is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109209004038/e36865_424b2.pdf.) | |
|
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. 39-A-IV. |
Investing in the Buffered Return Enhanced Notes involves a number of risks. See Risk Factors beginning on page PS-10 of the accompanying product supplement no. 39-A-IV and Selected Risk Considerations beginning on page PS-2 of this 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 pricing supplement 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 |
$1,000 |
$27.10 |
$972.90 |
|
|||
Total |
$1,561,000 |
$42,303.10 |
$1,518,696.90 |
|
(1) |
The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates. |
(2) |
J.P. Morgan Securities Inc., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission of $27.10 per $1,000 principal amount note and will use a portion of that commission to allow selling concessions to other dealers of $16.37 per $1,000 principal amount note. The concessions of $16.37 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. This commission includes the projected profits that our affiliates expect to realize, some which may be allowed to other dealers, for assuming risks inherent in hedging our obligations under the notes. See Plan of Distribution beginning on page PS-174 of the accompanying product supplement no. 39-A-IV. |
The agent for this offering, JPMSI, is an affiliate of ours. See Supplemental Plan of Distribution (Conflicts of Interest) on the last page of this pricing supplement.
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. The notes are not guaranteed under the Federal Deposit Insurance Corporations Temporary Liquidity Guarantee Program.
October 27, 2009
Additional Terms Specific to the Notes
You should read this pricing supplement no. 333-A 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. 39-A-IV dated July 10, 2009. This pricing supplement no. 333-A, together with the documents listed below, contains the terms of the notes, supplements the term sheet related hereto dated September 29, 2009 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 pricing supplement no. 333-A amends and restates and supersedes pricing supplement no. 333 to product supplement no. 39-A-IV in its entirety. You should rely only on the information contained in this pricing supplement no. 333-A and in the documents listed below in making your 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. 39-A-IV, 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. 39-A-IV dated July
10, 2009:
http://sec.gov/Archives/edgar/data/19617/000089109209002810/e35935-424b2.pdf
Prospectus supplement dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf
Prospectus dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005658/e33655_424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, the Company, we, us or our refers to JPMorgan Chase & Co.
Selected Purchase Considerations
|
|
JPMorgan
Structured Investments |
PS-1 |
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or in any of the component securities of the Index. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 39-A-IV dated July 10, 2009.
|
|
JPMorgan
Structured Investments |
PS-2 |
What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Index?
The following table, graph and examples illustrate the hypothetical total return at maturity on the notes. The Ending Index Level used to calculate the Index Return is not subject to any tracking error. The total return as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume an Initial Index Level of 1000 and reflect the Maximum Total Return of 16%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and graph and in the examples on the following page have been rounded for ease of analysis.
The following graph demonstrates the hypothetical total return on the notes at maturity for a sub-set of the Index Returns detailed in the table above (-30% to 30%). Your investment may result in a loss of up to 90% of your principal at maturity.
Buffered Return
Enhanced Notes Linked to the S&P 500® Index
Total Return at Maturity
|
|
JPMorgan
Structured Investments |
PS-3 |
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 Index increases from the Initial Index Level of 1000 to an Ending Index Level of 1050. Because the Ending Index Level of 1050 is greater than the Initial Index Level of 1000 and the Index Return of 5% multiplied by 2 does not exceed the Maximum Total Return of 16%, the investor receives a payment at maturity of $1,100 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 x (5% × 2)] = $1,100
Example 2: The level of the Index decreases from the Initial Index Level of 1000 to an Ending Index Level of 900. Although the Index Return is negative, because the Ending Index Level of 900 is less than the Initial Index Level of 1000 by not more than the Buffer Amount of 10%, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.
Example 3: The level of the Index increases from the Initial Index Level of 1000 to an Ending Index Level of 1200. Because the Ending Index Level of 1200 is greater than the Initial Index Level of 1000 and the Index Return of 20% multiplied by 2 exceeds the Maximum Total Return of 16%, the investor receives a payment at maturity of $1,160 per $1,000 principal amount note, the maximum payment on the notes.
Example 4: The level of the Index decreases from the Initial Index Level of 1000 to an Ending Index Level of 700. Because the Index Return is negative and the Ending Index Level of 700 is less than the Initial Index Level of 1000 by more than the Buffer Amount of 10%, the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-30% + 10%)] = $800
Example 5: The level of the Index decreases from the Initial Index Level of 1000 to an Ending Index Level of 0. Because the Index Return is negative and the Ending Index Level of 0 is less than the Initial Index Level of 1000 by more than the Buffer Amount of 10%, the investor receives a payment at maturity of $100 per $1,000 principal amount note, which reflects the principal protection provided by the Buffer Amount of 10%, calculated as follows:
$1,000 + [$1,000 × (-100% + 10%)] = $100
Historical Information
The following graph sets forth the historical performance of the S&P 500® Index based on the weekly Index closing level from January 2, 2004 through October 23, 2009. The Index closing level on October 27, 2009 was 1063.41. We obtained the Index closing levels 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 levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on the Observation Date. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment in excess of $100 per $1,000 principal amount note.
|
|
JPMorgan
Structured Investments |
PS-4 |
Supplemental Plan of Distribution Information (Conflicts of Interest)
We own, directly or indirectly, all of the outstanding equity securities of JPMSI, the agent for this offering. The net proceeds received from the sale of notes will be used, in part, by JPMSI or one of its affiliates in connection with hedging our obligations under the notes. In accordance with NASD Rule 2720, JPMSI may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.
|
|
JPMorgan
Structured Investments |
PS-5 |