Amended
and restated term sheet†
To
prospectus dated December 1, 2005,
prospectus
supplement dated October 12, 2006 and
product
supplement no. 34-VI dated February 28, 2008
|
Amended
and Restated Term Sheet to
Product
Supplement No. 34-VI
Registration
Statement No. 333-130051
Dated
March 10, 2008; Rule 433
|
Structured
Investments
|
JPMorgan
Chase & Co.
$
Reverse
Exchangeable Notes due June 30, 2008
Each
Linked to the Common Stock of a Different Single Reference Stock
Issuer
|
·
|
This
amended
and restated term sheet relates to three (3) separate note offerings.
Each
issue of offered notes is linked to one, and only one, Reference
Stock.
You may participate in any of the three (3) note offerings or,
at your
election, in two or more of the offerings. This amended and restated
term
sheet does not, however, allow you to purchase a note linked to
a basket
of some or all of the Reference Stocks described
below.
|
·
|
The
notes are
designed for investors who seek an interest rate that is higher
than the
current dividend yield on the applicable Reference Stock or the
yield on a
conventional debt security with the same maturity issued by us
or an
issuer with a comparable credit rating. Investors should be willing
to
forgo the potential to participate in the appreciation of the applicable
Reference Stock, be willing to accept the risks of owning the common
stock
of the applicable Reference Stock issuer, and be willing to lose
some or
all of their principal at maturity.
|
·
|
Investing
in
the notes is not equivalent to investing in the shares of an issuer
of any
of the Reference Stocks.
|
·
|
Each
issue of
offered notes will pay interest monthly at the fixed rate specified
for
that issue below. However, the
notes do not guarantee any return of principal at
maturity.
Instead,
the payment at maturity will be based on the Final Share Price
of the
applicable Reference Stock and whether the closing price of the
applicable
Reference Stock has declined from the applicable Initial Share
Price by
more than the applicable Protection Amount during the Monitoring
Period,
as described below.
|
·
|
Payment
at
maturity for each $1,000 principal amount note will be either a
cash
payment of $1,000 or delivery of shares of the applicable Reference
Stock
(or, at our election, the Cash Value thereof), in each case, together
with
any accrued and unpaid interest, as described
below.
|
·
|
Minimum
denominations of $1,000 and integral multiples
thereof.
|
Payment
at
Maturity:
|
The
payment
at maturity, in excess of any accrued and unpaid interest, is based
on the
performance of the applicable Reference Stock. You will receive
$1,000 for
each $1,000 principal amount note, plus any accrued and unpaid
interest at
maturity, unless:
(1)
the
applicable Final Share Price is less than the applicable Initial
Share
Price; and
(2)
on
any day
during the Monitoring Period, the closing
price
of the
applicable Reference Stock has declined, as compared to the applicable
Initial Share Price, by more than the applicable Protection Amount.
If
the
conditions described in both (1) and (2) are satisfied, at maturity
you
will receive, in addition to any accrued and unpaid interest, instead
of
the principal amount of your notes, the number of shares of the
applicable
Reference Stock equal to the applicable Physical Delivery Amount
(or, at
our election, the Cash Value thereof). Fractional shares will be
paid in
cash. The
market value of the Physical Delivery Amount or the Cash Value
thereof
will most likely be substantially less than the principal amount
of your
notes, and may be zero.
|
Maturity
Date:
|
June
30,
2008*
|
Pricing
Date:
|
On
or about
March 26, 2008
|
Settlement
Date:
|
On
or about
March 31, 2008
|
Observation
Date:
|
June
25,
2008*
|
Interest
Payment Dates:
|
Interest
on
the notes will be payable monthly in arrears on the last calendar
day of
each month (each such date, an “Interest Payment Date”), commencing April
30, 2008, to and including the Interest Payment Date corresponding
to the
Maturity Date. See “Selected Purchase Considerations — Monthly Interest
Payments” in this amended and restated term sheet for more
information.
|
Monitoring
Period:
|
The
period
from the Pricing Date to and including the Observation Date.
|
Physical
Delivery Amount:
|
The
number of
shares of the applicable Reference Stock, per $1,000 principal
amount
note, equal to $1,000 divided by the applicable Initial Share Price,
subject to adjustments.
|
Cash
Value:
|
For
each
Reference Stock, the amount in cash equal to the product of (1)
$1,000
divided by the Initial Share Price of such Reference Stock and
(2) the
Final Share Price of such Reference Stock, subject to
adjustments.
|
Initial
Share
Price:
|
The
closing
price of the applicable Reference Stock on the Pricing Date. The
Initial
Share Price is subject to adjustments in certain circumstances.
See
“Description of Notes — Payment at Maturity” and “General Terms of Notes —
Anti-dilution Adjustments” in the accompanying product supplement no.
34-VI for further information about these adjustments.
|
Final
Share
Price:
|
The
closing
price of the applicable Reference Stock on the Observation
Date.
|
Approximate
Tax Allocation of
Monthly
Coupon††
|
||||||||||||
Page
Number
|
Ticker
Symbol
|
Principal
Amount
|
Interest
Rate
|
Protection
Amount
|
Initial
Share
Price
|
CUSIP
|
Approximate
Monthly
Coupon
|
Interest
on
Deposit
|
Put
Premium
|
|||
AMR
Corporation
|
TS-3
|
AMR
|
4.50%
(equivalent to 18.00% per annum)
|
40.00%
of the
Initial Share Price
|
48123MYH9
|
$15.00
|
15.94%
|
84.06%
|
||||
Bank
of
America Corporation
|
TS-5
|
BAC
|
4.25%
(equivalent to 17.00% per annum)
|
20.00%
of the
Initial Share Price
|
48123MYG1
|
$14.17
|
16.88%
|
83.12%
|
||||
Freeport-McMoRan
Copper & Gold Inc.
|
TS-7
|
FCX
|
4.50%
(equivalent to 18.00% per annum)
|
25.00%
of the
Initial Share
Price
|
48123MYJ5
|
$15.00
|
15.94%
|
84.06%
|
*
|
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.
34-VI.
|
†
|
This
amended and restated term sheet amends and restates and supersedes
the
term sheet dated March 7, 2008 to product supplement no. 34-VI
( the term
sheet is available on the SEC website at (http://www.sec.gov/Archives/edgar/data/19617/000114420408014160/v106335_fwp.pdf)
in its entirety.
|
††
|
Based
on one
reasonable treatment of the notes, as described herein under
“Selected
Purchase Considerations — Tax Treatment as a Unit Comprising a Put
Option and a Deposit” and in the accompanying product supplement no. 34-VI
under “Certain U.S. Federal Income Tax Consequences” on page PS-28. The
allocations presented herein were determined as of March 7, 2008;
the
actual allocations will be determined as of the Pricing Date
and may
differ.
|
Price
to Public
|
Fees
and Commissions (1)
|
Proceeds
to Us
|
|
Per
note
|
$
|
$
|
$
|
Total
|
$
|
$
|
$
|
(1)
|
In
no event
will the fees and commissions received by J.P. Morgan Securities
Inc.,
which we refer to as JPMSI, which include concessions to be allowed
to
other dealers, exceed $60.00 per $1,000 principal amount note
for any of
the three (3) offerings listed above. For more detailed information
about
fees, commissions and concessions, please see “Supplemental Underwriting
Information” on the last page of this amended and restated term
sheet.
|
·
|
Product
supplement no. 34-VI dated February
28,
2008:
|
·
|
Prospectus
supplement dated October 12, 2006:
|
·
|
Prospectus
dated December 1, 2005:
|
·
|
THE
NOTES OFFER A HIGHER INTEREST RATE THAN THE YIELD ON DEBT SECURITIES
OF
COMPARABLE MATURITY ISSUED BY US OR AN ISSUER WITH A COMPARABLE
CREDIT
RATING —
The
notes will pay interest at an Interest Rate depending upon the
applicable
Reference Stock, as indicated on the cover of this amended and
restated
term sheet. We believe that the applicable Interest Rate is higher
than
the yield received on debt securities of comparable maturity
issued by us
or an issuer with a comparable credit rating. Because the notes
are our
senior unsecured obligations, any interest payment or any payment
at
maturity is subject to our ability to pay our obligations as
they become
due.
|
·
|
MONTHLY
INTEREST PAYMENTS — The
notes offer monthly interest payments at the applicable Interest
Rate set
forth on the cover of this amended and restated term sheet. Interest
will
be payable monthly in arrears on the last
calendar day of each month (each such date, an “Interest Payment Date”),
commencing April 30, 2008, to
and
including the Interest Payment Date corresponding to the Maturity
Date,
to the holders of record at the close of business on the date
15 calendar
days prior to the applicable Interest Payment Date. If an Interest
Payment
Date is not a business day, payment will be made on the next
business day
immediately following such day, but no additional interest will
accrue as
a result of the delayed payment.
|
·
|
THE
NOTES DO NOT GUARANTEE THE RETURN OF YOUR
PRINCIPAL —
Your return
of principal at maturity is protected if the applicable Final
Share Price
does not decline from the applicable Initial Share Price or the
closing
price of the applicable Reference Stock does not decline, as
compared to
the applicable Initial Share Price, by more than the applicable
Protection
Amount on any day during the Monitoring Period. However,
if the applicable Final Share Price declines from the applicable
Initial
Share Price and the closing price of the applicable Reference
Stock on any
day during the Monitoring Period has declined by more than the
applicable
Protection Amount, you could lose the entire principal amount
of your
notes.
|
·
|
TAX
TREATMENT AS A UNIT COMPRISING A PUT OPTION AND A DEPOSIT —
You
should
review carefully the section entitled “Certain U.S. Federal Income Tax
Consequences” in the accompanying product supplement no. 34-VI.
We
and you
agree (in the absence of an administrative determination or judicial
ruling to the contrary)
to treat the
notes as units comprising a Put Option and a Deposit for U.S.
federal
income tax purposes. We will determine the portion of each coupon
payment
that we will allocate to interest on the Deposit and to Put Premium,
respectively, and will provide that allocation in the pricing
supplement
for the notes. If the notes had priced on March 7, 2008, of each
coupon
payment, we would have treated the percentages specified on the
cover of
this amended and restated term sheet as interest on the Deposit
and as Put
Premium, respectively. The actual allocation that we will determine
for
the notes may differ from this hypothetical allocation, and will
depend
upon a variety of factors, including actual market conditions
and our
borrowing costs for debt instruments of comparable maturities
on the
Pricing Date. Assuming this characterization is respected, amounts
treated
as interest on the Deposit will be taxed as ordinary income while
the Put
Premium will not be taken into account prior to maturity or sale.
However,
there are other reasonable treatments that the Internal Revenue
Service
(the “IRS”) or a court may adopt, in which case the timing and character
of any income or loss on the notes could be significantly and
adversely
affected. In addition, on December 7, 2007, Treasury and the
IRS released
a notice requesting comments on the U.S. federal income tax treatment
of
“prepaid forward contracts” and similar instruments. While it is not clear
whether the notes would be viewed as similar to the typical prepaid
forward contract described in the notice, it is possible that
any Treasury
regulations or other guidance promulgated after consideration
of these
issues could materially and adversely affect the tax consequences
of an
investment in the notes, possibly with retroactive effect. The
notice
focuses on a number of issues, the most relevant of which for
holders of
the notes are the character of income or loss (including whether
the Put
Premium might be currently included as ordinary income) and the
degree, if
any, to which income realized by Non-U.S. Holders should be subject
to
withholding tax. Both U.S. and Non-U.S. Holders should consult
their tax
advisers regarding all aspects of the U.S. federal income tax
consequences
of an investment in the notes, including possible alternative
treatments
and the issues presented by this notice. Purchasers who are not
initial
purchasers of notes at the issue price should also consult their
tax
advisers with respect to the tax consequences of an investment
in the
notes, including possible alternative characterizations, as well
as the
allocation of the purchase price of the notes between the Deposit
and the
Put Option.
|
·
|
YOUR
INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The
notes do not guarantee any return of principal. The payment at
maturity
will be based on the applicable Final Share Price and whether
the closing
price of the applicable Reference Stock has declined from the
applicable
Initial Share Price by more than the applicable Protection Amount
on any
day during the Monitoring Period. Under certain circumstances,
you will
receive at maturity a predetermined number of shares of the applicable
Reference Stock (or, at our election, the Cash Value thereof).
The market
value of those shares of the applicable Reference Stock or the
Cash Value
thereof will most likely be less than the principal amount of
each note
and may be zero. Accordingly,
you could lose up to the entire principal amount of your
notes.
|
·
|
YOUR
PROTECTION MAY TERMINATE ON ANY DAY DURING THE TERM OF THE
NOTES —
If, on any
day during the Monitoring Period, the closing price of the applicable
Reference Stock declines below the applicable Initial Share Price
minus
the applicable Protection Amount, you will at maturity be fully
exposed to
any depreciation in the applicable Reference Stock. We refer
to this
feature as a contingent buffer. Under these circumstances, and
if the
applicable Final Share Price is less than the applicable Initial
Share
Price, you will receive at maturity a predetermined number of
shares of
the applicable Reference Stock (or, at our election, the Cash
Value
thereof) and, consequently, you will lose 1% of the principal
amount of
your investment for every 1% decline in the applicable Final
Share Price
compared to the applicable Initial Share Price. You will be subject
to
this potential loss of principal even if the price of the applicable
Reference Stock subsequently recovers such that the applicable
Final Share
Price is above the applicable Initial Share Price minus the applicable
Protection Amount. If these notes had a non-contingent buffer
feature,
under the same scenario, you would have received the full principal
amount
of your notes plus accrued and unpaid interest at maturity. As
a result,
your investment in the notes may not perform as well as an investment
in a
security with a return that includes a non-contingent
buffer.
|
·
|
YOUR
RETURN ON THE NOTES IS LIMITED TO THE PRINCIPAL AMOUNT PLUS ACCRUED
INTEREST REGARDLESS OF ANY APPRECIATION IN THE VALUE OF THE APPLICABLE
REFERENCE STOCK —
Unless (i) the applicable Final Share Price is less than the
applicable
Initial Share Price and (ii) on any day during the Monitoring
Period, the
closing price of the applicable Reference Stock has declined,
as compared
to the applicable Initial Share Price, by more than the applicable
Protection Amount, for each $1,000 principal amount note, you
will receive
$1,000 at maturity plus any accrued and unpaid interest, regardless
of any
appreciation in the value of the applicable Reference Stock,
which may be
significant. Accordingly, the return on the notes may be significantly
less than the return on a direct investment in the applicable
Reference
Stock during the term of the notes.
|
·
|
NO
OWNERSHIP RIGHTS IN THE APPLICABLE REFERENCE STOCK —
As
a
holder of the notes, you will not have any ownership interest
or rights in
the applicable Reference Stock, such as voting rights or dividend
payments. In addition, the applicable Reference Stock issuer
will not have
any obligation to consider your interests as a holder of the
notes in
taking any corporate action that might affect the value of the
applicable
Reference Stock and the notes.
|
·
|
NO
AFFILIATION WITH THE REFERENCE STOCK ISSUERS —
We
are not affiliated with the issuers of the Reference Stocks.
We assume no
responsibility for the adequacy of the information about the
Reference
Stock issuers contained in this amended and restated term sheet
or in
product supplement no. 34-VI. You should make your own investigation
into
the Reference Stocks and their issuers. We are not responsible
for the
Reference Stock issuers’ public disclosure of information, whether
contained in SEC filings or
otherwise.
|
·
|
CERTAIN
BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE
NOTES PRIOR
TO MATURITY —
While
the payment at maturity described in this amended and restated
term sheet
is based on the full principal amount of your notes, the original
issue
price of the notes includes the agent’s commission and the cost of hedging
our obligations under the notes through one or more of our affiliates.
As
a result, and as a general matter, the price, if any, at which
JPMSI will
be willing to purchase notes from you in secondary market transactions,
if
at all, will likely be lower than the original issue price and
any sale
prior to the maturity date could result in a substantial loss
to you. This
secondary market price will also be affected by a number of factors
aside
from the agent’s commission and hedging costs, including those referred to
under “Many Economic and Market Factors Will Impact the Value of the
Notes” below.
|
·
|
LACK
OF LIQUIDITY — The
notes
will not be listed on any securities exchange. JPMSI intends
to offer to
purchase the notes in the secondary market but is not required
to do so.
Even if there is a secondary market, it may not provide enough
liquidity
to allow you to trade or sell the notes easily. Because other
dealers are
not likely to make a secondary market for the notes, the price
at which
you may be able to trade your notes is likely to depend on the
price, if
any, at which JPMSI is willing to buy the notes.
|
·
|
POTENTIAL
CONFLICTS —
We
and our affiliates play a variety of roles in connection with
the issuance
of the notes, including acting as calculation agent. In performing
these
duties, the economic interests of the calculation agent and other
affiliates of ours are potentially adverse to your interests
as an
investor in the notes. We and/or our affiliates may also currently
or from
time to time engage in business with the Reference Stock issuers,
including extending loans to, or making equity investments in,
such
Reference Stock issuer(s) or providing advisory services to such
Reference
Stock issuer(s). In addition, one or more of our affiliates may
publish
research reports or otherwise express opinions with respect to
the
Reference Stock issuers and these reports may or may not recommend
that
investors buy or hold the Reference Stock(s). As a prospective
purchaser
of the notes, you should undertake an independent investigation
of the
applicable Reference Stock issuer that in your judgment is appropriate
to
make an informed decision with respect to an investment in the
notes.
|
·
|
HEDGING
AND TRADING IN THE REFERENCE STOCK —
While
the notes are outstanding, we or any of our affiliates may carry
out
hedging activities related to the notes, including in the Reference Stocks
or instruments related to such Reference Stock(s). We or our
affiliates
may also trade in the Reference Stocks or instruments related
to Reference
Stock(s) from time to time. Any of these hedging or trading activities
as
of the Pricing Date and during the term of the notes could adversely
affect our payment to you at
maturity.
|
·
|
MANY
ECONOMIC AND MARKET FACTORS WILL INFLUENCE THE VALUE OF THE
NOTES —
In addition
to the value of the applicable Reference Stock and interest rates
on any
trading day, the value of the notes will be affected by a number
of
economic and market factors that may either offset or magnify
each other
and which are set out in more detail in product supplement no.
34-VI.
|
·
|
the
Initial
Share Price:
|
$11.40
|
·
the
Protection Amount: $4.56
|
·
|
the
Interest
Rate:
|
4.50%
(equivalent to 18.00% per annum)
|
Hypothetical
lowest
closing
price during
the
Monitoring Period
|
Hypothetical
Final
Share
Price
|
Payment
at Maturity
|
Total
Value of
Payment
Received
at
Maturity**
|
$11.40
|
$22.80
|
$1,000.00
|
$1,000.00
|
$5.70
|
$11.97
|
$1,000.00
|
$1,000.00
|
$11.40
|
$11.40
|
$1,000.00
|
$1,000.00
|
$6.84
|
$6.84
|
$1,000.00
|
$1,000.00
|
$5.70
|
$10.83
|
87
shares of
the Reference Stock or the
Cash
Value
thereof
|
$950.00
|
$5.70
|
$5.70
|
87
shares of
the Reference Stock or the
Cash
Value
thereof
|
$500.00
|
$2.85
|
$2.85
|
87
shares of
the Reference Stock or the
Cash
Value
thereof
|
$250.00
|
$0.00
|
$0.00
|
87
shares of
the Reference Stock or the
Cash
Value
thereof
|
$0.00
|
**
|
Note
that you
will receive at maturity any accrued and unpaid interest in cash,
in
addition to either shares of the Reference Stock (or, at our
election, the
Cash Value thereof) or the principal amount of your note in cash.
Also
note that if you receive the Physical Delivery Amount, the total
value of
payment received at maturity shown in the table above includes
the value
of any fractional shares, which will be paid in
cash.
|
·
|
the
Initial
Share Price:
|
$36.60
|
·
the Protection Amount: $7.32
|
·
|
the
Interest
Rate:
|
4.25%
(equivalent to 17.00% per annum)
|
Hypothetical
lowest
closing
price during the
Monitoring
Period
|
Hypothetical
Final
Share
Price
|
Payment
at Maturity
|
Total
Value of
Payment
Received
at
Maturity**
|
$36.60
|
$73.20
|
$1,000.00
|
$1,000.00
|
$18.30
|
$38.43
|
$1,000.00
|
$1,000.00
|
$36.60
|
$36.60
|
$1,000.00
|
$1,000.00
|
$29.28
|
$29.28
|
$1,000.00
|
$1,000.00
|
$18.30
|
$34.77
|
27
shares of
the Reference Stock or the
Cash
Value
thereof
|
$950.00
|
$18.30
|
$18.30
|
27
shares of
the Reference Stock or the
Cash
Value
thereof
|
$500.00
|
$9.15
|
$9.15
|
27
shares of
the Reference Stock or the
Cash
Value
thereof
|
$250.00
|
$0.00
|
$0.00
|
27
shares of
the Reference Stock or the
Cash
Value
thereof
|
$0.00
|
**
|
Note
that you
will receive at maturity any accrued and unpaid interest in cash,
in
addition to either shares of the Reference Stock (or, at our
election, the
Cash Value thereof) or the principal amount of your note in cash.
Also
note that if you receive the Physical Delivery Amount, the total
value of
payment received at maturity shown in the table above includes
the value
of any fractional shares, which will be paid in
cash.
|
·
|
the
Initial
Share Price:
|
$100.00
|
·
the
Protection Amount: $25.00
|
·
|
the
Interest
Rate:
|
4.50%
(equivalent to 18.00% per annum)
|
Hypothetical
lowest
closing
price during
the
Monitoring Period
|
Hypothetical
Final
Share
Price
|
Payment
at Maturity
|
Total
Value of
Payment
Received
at
Maturity**
|
$100.00
|
$200.00
|
$1,000.00
|
$1,000.00
|
$50.00
|
$105.00
|
$1,000.00
|
$1,000.00
|
$100.00
|
$100.00
|
$1,000.00
|
$1,000.00
|
$75.00
|
$75.00
|
$1,000.00
|
$1,000.00
|
$50.00
|
$95.00
|
10
shares of
the Reference Stock or the Cash Value thereof
|
$950.00
|
$50.00
|
$50.00
|
10
shares of
the Reference Stock or the Cash Value thereof
|
$500.00
|
$25.00
|
$25.00
|
10
shares of
the Reference Stock or the Cash Value thereof
|
$250.00
|
$0.00
|
$0.00
|
10
shares of
the Reference Stock or the Cash Value thereof
|
$0.00
|
**
|
Note
that you
will receive at maturity any accrued and unpaid interest in cash,
in
addition to either shares of the Reference Stock (or, at our
election, the
Cash Value thereof) or the principal amount of your note in cash.
Also
note that if you receive the Physical Delivery Amount, the total
value of
payment received at maturity shown in the table above includes
the value
of any fractional shares, which will be paid in
cash.
|