CALCULATION OF REGISTRATION FEE
Title
of Each Class of |
Maximum
Aggregate |
Amount
of |
Notes |
$3,000,000 |
$213.90 |
Amended and Restated Pricing Supplement
no. 883-A |
Registration Statement No.
333-155535 |
Structured |
JPMorgan
Chase & Co. $3,000,000 Capped Floating Rate Notes Linked to 3-Month USD LIBOR due October 28, 2015 |
General
Key Terms
Maturity Date: |
October 28, 2015 |
Interest: |
With respect to each Interest
Period, for each $1,000 principal amount note, the interest payment
will be calculated as follows: |
Interest Rate: |
With respect to each Initial Interest Period (which we expect to be from October 28, 2010 through but excluding October 28, 2011), a rate equal to 2.00% per annum, and with respect to each Interest Period thereafter, a rate per annum equal to 3Month USD LIBOR on each applicable Interest Reset Date plus 0.70% per annum, provided that such rate will not be greater than the Maximum Interest Rate of 6.00% or less than the Minimum Interest Rate of 0.00% per annum. |
Minimum Interest Rate: |
0.00% per annum |
Maximum Interest Rate: |
6.00% per annum |
Initial Interest Rate: |
2.00% per annum |
Initial Interest Periods: |
The period beginning on and including the issue date of the notes and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding October 28, 2011. |
3-Month USD LIBOR: |
3-Month USD LIBOR refers to the London Interbank Offer Rate for deposits in U.S. dollars with a Designated Maturity of 3 months that appears on the Reuters page LIBOR01 (or any successor page) under the heading 3Mo at approximately 11:00 a.m., London time, on the applicable Interest Reset Date, as determined by the calculation agent. If on the applicable Interest Reset Date, 3-Month USD LIBOR cannot be determined by reference to Reuters page LIBOR01 (or any successor page), then the calculation agent will determine 3-Month USD LIBOR in accordance with the procedures set forth under Description of Notes Interest The Underlying Rates LIBOR Rate in the accompanying product supplement no. 165-A-II. |
Interest Reset Date: |
After the Initial Interest Periods, two London Business Days immediately prior to the beginning of the applicable Interest Period. |
Interest Periods: |
The period beginning on and including the issue date of the notes and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date. |
Interest Payment Dates: |
Interest will be payable quarterly in arrears on the 28th calendar day of each January, April, July and October (each such date, an Interest Payment Date), commencing January 28, 2011, to and including the Maturity Date. If an Interest Payment Date is not a Business Day, payment will be made on the immediately following Business Day, provided that any interest payable on such Interest Payment Date, as postponed, will accrue to but excluding such Interest Payment Date, as postponed, and the next Interest Period, if applicable, will commence on such Interest Payment Date, as postponed. |
Payment at Maturity: |
On the Maturity Date, you will receive your initial investment in the notes back plus any accrued and unpaid interest. |
Day-Count Fraction: |
90/360 |
London Business Day: |
Any day other than a day on which banking institutions in London, England are authorized or required by law, regulation or executive order to close. |
Business Day: |
Any day other than a day on which banking institutions in London, England or The City of New York are authorized or required by law, regulation or executive order to close or a day on which transactions in U.S. dollars are not conducted. |
CUSIP: |
48124AS65 |
|
This amended and restated pricing supplement no. 883-A amends and restates and supersedes the amended and restated pricing supplement no. 883 related hereto dated October 25, 2010 to product supplement no. 165-A-II in its entirety (pricing supplement no. 883 is available on the SEC website at http://sec.gov/Archives/edgar/data/19617/000089109210004536/e40531_424b2.htm). |
Investing in the Capped Floating Rate Notes involves a number of risks. See Risk Factors beginning on page PS-11 of the accompanying product supplement no. 165-A-II and Selected Risk Considerations beginning on page PS-2 of this amended and restated pricing supplement.
Neither the Securities and Exchange Commission (the SEC) 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, the accompanying product supplement no. 165-A-II 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 |
$14.17 |
$985.83 |
|
|||
Total |
$3,000,000 |
$42,510 |
$2,957,490 |
|
(1) |
The price to the public includes the estimated cost of hedging our obligations under the notes. |
(2) |
J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of approximately $14.17 per $1,000 principal amount note and will use a portion of that commission to pay selling concessions to other unaffiliated or affiliated dealers of approximately $4.33 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize, some of which will be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. Please see Plan of Distribution (Conflicts of Interest) beginning on page PS-32 of the accompanying product supplement no. 165-A-II. |
The agent for this offering, JPMS, is an affiliate of ours. See Plan of Distribution (Conflicts of Interest) beginning on page PS-32 of the accompanying product supplement no. 165-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 28, 2010
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. 165-A-II dated August 24, 2010. This amended and restated pricing supplement, together with the documents listed below, contains the terms of the notes and supplements the term sheet related hereto dated September 3, 2010, 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. 883-A amends and restates and supersedes pricing supplement no. 883 related hereto dated October 25, 2010 to product supplement no. 165-A-II in its entirety. You should rely only on the information contained in this pricing supplement no. 883-A and in the documents listed below in connection with your investment in the notes. You should carefully consider, among other things, the matters set forth in Risk Factors in the accompanying product supplement no. 165-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):
Product supplement no.
165-A-II dated August 24, 2010:
http://www.sec.gov/Archives/edgar/data/19617/000089109210003574/e39857_424b2.pdf
Prospectus supplement
dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this amended and restated pricing supplement, the Company, we, us or our refers to JPMorgan Chase & Co.
Selected Purchase Considerations
Subject to certain assumptions and representations received from us, the discussion in this section entitled Tax Treatment, when read in combination with the section entitled Certain U.S. Federal Income Tax Consequences in the accompanying product supplement no. 165-A-II, constitutes the full opinion of Sidley Austin LLP regarding the material U.S. federal income tax treatment of owning and disposing of the notes.
Selected Risk Considerations
The Interest Rate for each Initial Interest Period will be 2.00% per annum. The following table illustrates the Interest Rate determination for an Interest Period other than an Initial Interest Period for a hypothetical range of performance for 3-Month USD LIBOR and reflects the spread of 0.70%, the Minimum Interest Rate of 0.00% per annum and the Maximum Interest Rate of 6.00% per annum. The hypothetical 3-Month USD LIBORs and interest payments set forth in the following examples are for illustrative purposes only and may not be the actual 3-Month USD LIBOR or interest payment applicable to a purchaser of the notes.
Hypothetical 3-Month USD
LIBOR
|
|
Spread
|
|
Hypothetical Interest Rate
(after the Initial Interest Period) |
10.00% |
+ |
0.70% |
= |
6.00%* |
9.00% |
+ |
0.70% |
= |
6.00%* |
8.00% |
+ |
0.70% |
= |
6.00%* |
7.00% |
+ |
0.70% |
= |
6.00%* |
6.00% |
+ |
0.70% |
= |
6.00%* |
5.00% |
+ |
0.70% |
= |
5.70% |
4.00% |
+ |
0.70% |
= |
4.70% |
3.00% |
+ |
0.70% |
= |
3.70% |
2.00% |
+ |
0.70% |
= |
2.70% |
1.00% |
+ |
0.70% |
= |
1.70% |
0.00% |
+ |
0.70% |
= |
0.70% |
-1.00% |
+ |
0.70% |
= |
0.00%** |
-2.00% |
+ |
0.70% |
= |
0.00%** |
*The Interest Rate
cannot be greater than the Maximum Interest Rate of 6.00% per annum.
**The
Interest Rate cannot be less than the Minimum Interest Rate of 0.00% per annum.
Hypothetical Examples of Interest Rate Calculation
The following examples illustrate how the hypothetical Interest Rates set forth in the table above are calculated and assume that each Interest Period is not an Initial Interest Period, assuming 90 calendar days in each Interest Period.
Example 1: After the Initial Interest Periods, 3-Month USD LIBOR is 5.00%. The Interest Rate is 5.70% per annum calculated as follows:
5.00% + 0.70% = 5.70%
The quarterly interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × 5.70% × (90/360) = $14.25
Example 2: After the Initial Interest Periods, 3-Month USD LIBOR is 7.00%. Because 3-Month USD LIBOR of 7.00% plus 0.70% exceeds the Maximum Interest Rate of 6.00% per annum, the Interest Rate is the Maximum Interest Rate of 6.00% per annum and the quarterly interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × 6.00% × (90/360) = $15.00
Example 3: After the Initial Interest Periods, 3-Month USD LIBOR is 0.00%. The Interest Rate is 0.70% per annum calculated as follows:
0.00% + 0.70% = 0.70%
The quarterly interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × 0.70% × (90/360) = $1.75
The following graph sets forth the daily historical performance of 3-Month USD LIBOR from January 4, 2000 through October 25, 2010. We obtained the rates used to construct the graph 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.
3-Month USD LIBOR, as appeared on Reuters page LIBOR01 at approximately 11:00 a.m., London time on October 25, 2010 was 0.28844%.
The historical rates should not be taken as an indication of future performance, and no assurance can be given as to 3-Month USD LIBOR on any Interest Reset Date. We cannot give you assurance that the performance of 3-Month USD LIBOR will result in any positive Interest Payments or a return of more than the principal amount of your notes plus the Initial Interest Payments.