CALCULATION OF REGISTRATION FEE
Title of Each Class of |
Maximum Aggregate
|
Amount of
|
Notes |
$2,267,000 |
$263.20 |
(1) Fees of $242.77 were previously paid in connection with this offering as disclosed in pricing supplement no. 1256 dated April 26, 2011 to Registration Statement No. 333-155535 filed by JPMorgan Chase & Co., which pricing supplement was filed on April 28, 2011. The balance of the registration fee, $20.43, is paid herewith.
Amended and restated pricing
supplement no. 1256-A |
Registration Statement No.
333-155535 |
Structured |
$2,267,000 10.00% per annum Callable Yield Notes due April 30, 2012 Linked to the Lesser Performing of the Russell 2000® Index and the Market Vectors Gold Miners ETF |
General
Key Terms
Underlyings: |
The Russell 2000® Index (the Index) and the Market Vectors Gold Miners ETF (the Fund) (each an Underlying, and collectively, the Underlyings) |
Interest Rate: |
10.00% per annum over the term of the notes, paid monthly and calculated on a 30/360 basis |
The notes may be called, in whole but not in part, at our option (such an event, an Optional Call) on any of the Optional Call Dates set forth below. | |
Protection Amount: |
With respect to the Index, 341.216, which is equal to 40.00% of the Starting Underlying Level of the Index. With respect to the Fund, $24.084 initially, which is equal to 40.00% of the Starting Underlying Level of the Fund, subject to adjustments. |
Pricing Date: |
April 26, 2011 |
Settlement Date: |
On or about April 29, 2011 |
Observation Date*: |
April 25, 2012 |
Maturity Date*: |
April 30, 2012 |
CUSIP: |
48125XLBO |
Monitoring Period: |
The period from and excluding the Pricing Date to and including the Observation Date |
Interest Payment Dates: |
Interest on the notes will be payable monthly in arrears on the last calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such day, an Interest Payment Date), commencing May 31, 2011, or, if the notes are called, to and including the applicable Optional Call Date. See Selected Purchase Considerations Monthly Interest Payments in this amended and restated pricing supplement for more information. |
Payment at Maturity: |
If the notes are not called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on whether a Trigger Event has occurred and the performance of the Lesser Performing Underlying. If the notes are not called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity, unless: |
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If the notes are not called and the conditions described in (a) and (b) are satisfied, at maturity you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Level of the Lesser Performing Underlying is less than the Starting Underlying Level of such Underlying. Under these circumstances, your payment at maturity per $1,000 principal amount note, in addition to any accrued and unpaid interest, will be calculated as follows: |
|
$1,000 + ($1,000 x Lesser Performing Underlying Return) |
|
You will lose some or all of your principal at maturity if the notes are not called and the conditions described in (a) and (b) are both satisfied. | |
Trigger Event: |
A Trigger Event occurs if, on any day during the Monitoring Period, the closing level or closing price, as applicable, of any Underlying is less than the Starting Underlying Level of such Underlying by more than the applicable Protection Amount. |
Underlying Return: |
With respect to each Underlying, the Underlying Return is calculated as follows: |
Ending Underlying Level Starting Underlying Level Starting Underlying Level |
|
Optional Call: |
We, at our election, may call the notes, in whole but not in part, on any of the Optional Call Dates prior to the Maturity Date at a price for each $1,000 principal amount note equal to $1,000 plus any accrued and unpaid interest to but excluding the applicable Optional Call Date. If we intend to call your notes, we will deliver notice to DTC at least five business days before the applicable Optional Call Date. |
Optional Call Dates*: |
July 31, 2011, October 31, 2011 and January 31, 2012 |
Additional Key Terms: |
See Additional Key Terms on the next page. |
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This amended and restated pricing supplement no. 1256-A amends and restates and supersedes the pricing supplement no. 1256 related hereto dated April 26, 2011 to product supplement no. 192-A-III in its entirety (the pricing supplement no. 1256 is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109211002682/e43285_424b2.pdf). |
* |
Subject to postponement as described under Description of Notes Payment at Maturity, Description of Notes Payment upon Optional Call and Description of Notes Postponement of a Determination Date Notes with a maturity of more than one year, as applicable, in the accompanying product supplement no. 192-A-III |
Investing in the Callable Yield Notes involves a number of risks. See Risk Factors beginning on page PS-9 of the accompanying product supplement no. 192-A-III and Selected Risk Considerations beginning on page PS-3 of this amended and restated pricing supplement.
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 amended and restated pricing supplement or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Us |
|
|||
Per note |
$1,000 |
$21.10 |
$978.90 |
|
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Total |
$2,267,000 |
$47,833.70 |
$2,219,166.30 |
|
(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 LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of $21.10 per $1,000 principal amount note and with respect to $499,000 aggregate principal amount notes, will use a portion of that commission to allow selling concessions to certain affiliated or unaffiliated dealers of $2.50 per $1,000 principal amount note. For the remainder of the notes sold in this offering, the other dealers will forgo all of their selling concessions. This commission includes the projected profits that our affiliates expect to realize, some of which have been allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. See Plan of Distribution (Conflicts of Interest) beginning on page PS-95 of the accompanying product supplement no. 192-A-III. |
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.
April 29, 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. 192-A-III dated March 10, 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 April 1, 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. 1256 related hereto dated April 26, 2011 to product supplement 192-A-III in its entirety. You should rely only on the information contained in this amended and restated pricing supplement 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. 192-A-III, 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. 192-A-III dated March 10, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211001693/e42021_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 amended and restated pricing supplement, the Company, we, us and our refer to JPMorgan Chase & Co.
Additional Key Terms
Starting Underlying Level: |
With respect to the Index, the closing level of the Index on the Pricing Date (the Initial Index Level), which was 853.04. With respect to the Fund, the closing price of the Fund on the Pricing Date, which was $60.21, divided by the Share Adjustment Factor for the Fund (the Initial Share Price). We refer to each of the Initial Index Level for the Index and the Initial Share Price for the Fund as a Starting Underlying Level. |
Ending Underlying Level: |
With respect to the Index, the closing level of the Index on the Observation Date (the Ending Index Level). With respect to the Fund, the closing price of one share of the Fund on the Observation Date (the Final Share Price). We refer to each of the Ending Index Level for the Index and the Final Share Price for the Fund as an Ending Underlying Level. |
Share Adjustment Factor: |
With respect to the Fund, 1.0 on the Pricing Date and subject to adjustment under certain circumstances. See Description of Notes Payment at Maturity and General Terms of Notes Anti-Dilution Adjustments in the accompanying product supplement no. 192-A-III for further information about these adjustments. |
Lesser Performing Underlying: |
The Underlying with the Lesser Performing Underlying Return |
Lesser Performing Underlying Return: |
The lower of the Underlying Return of the Russell 2000® Index and the Underlying Return of the Market Vectors Gold Miners ETF |
Selected Purchase Considerations
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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 either or both of the Underlyings, or any equity securities included in or held by the Underlyings. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 192-A-III dated March 10, 2011.
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JPMorgan
Structured Investments |
PS-2 |
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JPMorgan
Structured Investments |
PS-3 |
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JPMorgan
Structured Investments |
PS-4 |
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JPMorgan
Structured Investments |
PS-5 |
Historical Information
The following graphs show the historical weekly performance of the Russell 2000® Index from January 6, 2006 through April 21, 2011 and the Market Vectors Gold Miners ETF from May 26, 2006 through April 21, 2011. The U.S. stock exchanges were closed on April 22, 2011 due to exchange holidays. The closing level of the Russell 2000® Index on April 28, 2011 was 861.55. The closing price of one share of the Market Vectors Gold Miners ETF on April 28, 2011 was $61.30.
We obtained the various closing levels and prices of the Underlyings below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets. The historical levels and prices of each Underlying should not be taken as an indication of future performance, and no assurance can be given as to the closing level or closing price, as applicable, of any Underlying on any day during the Monitoring Period or the Observation Date. We cannot give you assurance that the performance of the Underlyings will result in the return of any of your initial investment.
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JPMorgan
Structured Investments |
PS-6 |
What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Lesser Performing Underlying?
The following table and examples illustrate the hypothetical total return at maturity on the notes. The note total return as used in this amended and restated pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity plus the interest payments received over the term of the notes per $1,000 principal amount note to $1,000. The table and examples below assume that the notes are not called prior to maturity and that the Lesser Performing Underlying is the Russell 2000® Index. We make no representation or warranty as to which of the Underlyings will be the Lesser Performing Underlying for purposes of calculating your actual payment at maturity. In addition, the following table and examples assume a Starting Underlying Level for the Lesser Performing Underlying of 850 and reflect the Interest Rate of 10.00% per annum over the term of the notes and the Protection Amount of 40.00%. If the notes are called prior to maturity, your total return and total payment may be less than the amounts indicated below. The hypothetical total returns and total payments set forth below are for illustrative purposes only and may not be the actual total returns or total payments applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.
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Trigger Event Has Not Occurred (1) |
Trigger Event Has Occurred (1) |
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Ending |
Lesser |
Note Total |
Total Payments over the |
Note Total Return |
Total Payments over the |
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1530.00 |
80.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
1402.50 |
65.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
1275.00 |
50.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
1190.00 |
40.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
1105.00 |
30.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
1020.00 |
20.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
935.00 |
10.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
892.50 |
5.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
850.00 |
0.00% |
10.00% |
$1,100.00 |
10.00% |
$1,100.00 |
807.50 |
-5.00% |
10.00% |
$1,100.00 |
5.00% |
$1,050.00 |
765.00 |
-10.00% |
10.00% |
$1,100.00 |
0.00% |
$1,000.00 |
680.00 |
-20.00% |
10.00% |
$1,100.00 |
-10.00% |
$900.00 |
595.00 |
-30.00% |
10.00% |
$1,100.00 |
-20.00% |
$800.00 |
510.00 |
-40.00% |
10.00% |
$1,100.00 |
-30.00% |
$700.00 |
425.00 |
-50.00% |
N/A |
N/A |
-40.00% |
$600.00 |
340.00 |
-60.00% |
N/A |
N/A |
-50.00% |
$500.00 |
255.00 |
-70.00% |
N/A |
N/A |
-60.00% |
$400.00 |
170.00 |
-80.00% |
N/A |
N/A |
-70.00% |
$300.00 |
85.00 |
-90.00% |
N/A |
N/A |
-80.00% |
$200.00 |
0.00 |
-100.00% |
N/A |
N/A |
-90.00% |
$100.00 |
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(1) A Trigger Event occurs if the closing level or closing price, as applicable, of either Underlying is less than the Starting Underlying Level of such Underlying by more than 40% on any day during the Monitoring Period. |
The following examples illustrate how the note total returns and total payments set forth in the table above are calculated.
Example 1: The level of the Lesser Performing Underlying increases from the Starting Underlying Level of 850 to an Ending Underlying Level of 892.50 Because the Ending Underlying Level of the Lesser Performing Underlying of 892.50 is greater than its Starting Underlying Level of 850, regardless of whether a Trigger Event has occurred, the investor receives total payments of $1,100 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $100 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.
Example 2: A Trigger Event has not occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 850 to an Ending Underlying Level of 680. Even though the Ending Underlying Level of the Lesser Performing Underlying of 680 is less than its Starting Underlying Level of 850, because a Trigger Event has not occurred, the investor receives total payments of $1,100 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $100 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note.
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JPMorgan
Structured Investments |
PS-7 |
Example 3: A Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 850 to an Ending Underlying Level of 680. Because a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 680 is less than its Starting Underlying Level of 850, the investor receives total payments of $900 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $100 per $1,000 principal amount note over the term of the notes and a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:
[$1,000 + ($1,000 x -20%)] + $100 = $900
Example 4: A Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 850 to an Ending Underlying Level of 510. Because a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 510 is less than its Starting Underlying Level of 850, the investor receives total payments of $700 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $100 per $1,000 principal amount note over the term of the notes and a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:
[$1,000 + ($1,000 x -40%)] + $100 = $700
Example 5: A Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 850 to an Ending Underlying Level of 0. Because a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 0 is less than its Starting Underlying Level of 850, the investor receives total payments of $100 per $1,000 principal amount note over the term of the notes, consisting solely of interest payments of $100 per $1,000 principal amount note over the term of the notes, calculated as follows:
[$1,000 + ($1,000 x -100%)] + $100 = $100
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 trustees 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.
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JPMorgan
Structured Investments |
PS-8 |