July 25, 2007
Filed Pursuant to Rule 433
Registration Statement Nos. 333-126750 and 333-126750-01
JPMORGAN CHASE CAPITAL XXIV
26,000,000 CAPITAL SECURITIES, SERIES X
| Issuer: | JPMorgan Chase Capital XXIV (the “Trust”), a Delaware statutory trust, the sole asset of which will be junior subordinated debt securities issued by JPMorgan Chase & Co. (“JPMorgan Chase”). JPMorgan Chase will own all common securities of the Trust. | |
| Guarantor: | JPMorgan Chase | |
| Securities: | 6.875% Capital Securities, Series X | |
| Legal Format: | SEC Registered | |
| Aggregate Liquidation Amount: | $650,000,000 (26 million Capital Securities) | |
| Liquidation Amount: | $25 per Capital Security | |
| Distributions: | 6.875% per annum | |
| CUSIP/ISIN: | 48123W209/US48123W2098 | |
| Listing: | NYSE (expected) | |
| Ratings: | Moody’s Investors Service: Aa3 Standard & Poor’s: A Fitch: A+ | |
| Settlement Date: | August 1, 2007 (T+5) | |
| Scheduled Maturity Date: | August 1, 2047 | |
| Final Repayment Date: | August 1, 2077 | |
| Interest Payment Dates: | Paid quarterly on each February 1, May 1, August 1, and November 1, commencing November 1, 2007 | |
| Day Count Convention: | 30/360 | |
| Redemption at Par: | In whole or in part any time on or after August 1, 2012 or in whole but not in part any time after the occurrence of a tax event or capital treatment event. | |
| Redemption for Rating Agency Event | In whole but not in part at any time after the occurrence of a rating agency event, at the greater of par and their discounted present value at the treasury rate plus 50 basis points. | |
| Deferral Provision: | The Trust will defer payments on the 6.875% Capital Securities for up to 10 years if JPMorgan Chase defers payments on the underlying junior subordinated debt securities. Payments cannot be deferred beyond the maturity date of the junior subordinated debt securities on August 1, 2077. Any deferred payments will accrue additional interest at 6.875% per annum, compounded on each interest payment date. | |
| Replacement Capital Covenant: | A replacement capital covenant will apply until August 1, 2057. | |
| Public Offering Price: | $25.00 | |
| Underwriting Commissions: | $20,475,000 | |
| Overallotment Option | The underwriters may purchase up to 3,900,000 additional Capital Securities within 30 days from the date of the prospectus supplement to cover over-allotments, if any. | |
| Use of Proceeds: | General corporate purposes. | |
| Sole Structuring Advisor and Bookrunner: | J.P. Morgan Securities Inc. | |
| Senior Co-Managers: | Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC, Wachovia Capital Markets, LLC | |
| Junior Co-Managers: | Fidelity Capital Markets Services, a division of National Financial Services LLC, RBC Dain Rauscher Inc., Wells Fargo Investments, LLC | |
| Underwriter: |
Number of Capital Securities | |
| J.P. Morgan Securities Inc. |
3,308,125 | |
| Citigroup Global Markets Inc. |
3,308,125 | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
3,308,125 | |
| Morgan Stanley & Co. Incorporated |
3,308,125 | |
| UBS Securities LLC |
3,308,125 | |
| Wachovia Capital Markets LLC |
3,308,125 | |
| Fidelity Capital Markets Services, a division of National Financial Services LLC |
508,750 | |
| RBC Dain Rauscher Inc. |
508,750 | |
| Wells Fargo Investments LLC |
508,750 | |
| ABN Amro Inc. |
185,000 | |
| Banc of America Securities LLC |
185,000 | |
| BNP Paribas Securities Corp. |
185,000 | |
| Charles Schwab & Co., Inc. |
185,000 | |
| H&R Block Financial Advisors, Inc. |
185,000 | |
| HSBC Securities (USA) Inc. |
185,000 | |
| McDonald Investments Inc., a KeyCorp Company |
185,000 | |
| Morgan Keegan & Company, Inc. |
185,000 | |
| Oppenheimer & Co. |
185,000 | |
| Piper Jaffray & Co. |
185,000 | |
| Raymond James & Associates, Inc. |
185,000 | |
| Sanders Morris Harris Group Inc. |
185,000 | |
| TD Waterhouse Investor Services, Inc. |
185,000 | |
| BB&T Capital Markets, a divison of Scott and Stringfellow |
92,500 | |
| BC Ziegler & Co. |
92,500 | |
| Blaylock & Company, Inc. |
92,500 | |
| C.L. King & Associates, Inc. |
92,500 | |
| Castle Oak Securities, LP |
92,500 | |
| Crowell, Weedon & Company |
92,500 | |
| D.A. Davidson & Co. |
92,500 | |
| Davenport & Company LLC |
92,500 | |
| Doley Securities, Inc. |
92,500 | |
| Ferris, Baker Watts, Inc. |
92,500 | |
| Fifth Third Securities, Inc. |
92,500 | |
| Guzman & Company |
92,500 | |
| J.J.B. Hilliard, W.L. Lyons, Inc. |
92,500 | |
| Jackson Securities LLC |
92,500 | |
| Janney Montgomery Scott LLC |
92,500 | |
| Keefe Bruyette & Woods Inc. |
92,500 | |
| Mesirow Financial, Inc. |
92,500 | |
| Muriel Siebert & Co |
92,500 | |
| Pershing LLC |
92,500 | |
| Robert W. Baird & Co. Inc. |
92,500 | |
| Southwest Securities, Inc. |
92,500 | |
| Stifel, Nicolaus & Company Incorporated |
92,500 | |
| Sun Trust Capital Markets, Inc. |
92,500 | |
| The Williams Capital Group, L.P. |
92,500 | |
| Total |
26,000,000 |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.
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