Term sheet
|
Term Sheet No. 1 to
|
Structured |
JPMorgan Chase & Co. $ Principal Protected Notes Linked to a Weighted Basket Consisting of Seven Commodities and the Performance of the European Union Euro Relative to the U.S. Dollar due June 30, 2011 |
General
Key Terms
Basket: |
The notes are linked to an equally weighted basket consisting of Primary Aluminum (Aluminum, Bloomberg symbol LOAHDY), Copper Grade A (Copper, Bloomberg symbol LOCADY), Corn (Corn, Bloomberg symbol C 1); WTI Crude Oil (Crude Oil, Bloomberg symbol CL1); Gold (Gold, Bloomberg symbol GOLDLNPM); Natural Gas (Natural Gas, Bloomberg symbol NG1); Silver (Silver, Bloomberg symbol SLVRLN) (each a Basket Commodity, and together, the Basket Commodities); and the performance of the European Union euro (the Basket Currency or EUR) relative to the U.S. dollar (the Reference Currency) (each Basket Commodity and the Basket Currency, a Basket Component, and together, the Basket Components). |
|
Commodity Weightings: |
The Aluminum Weighting, the Copper Weighting, the Corn Weighting, the Crude Oil Weighting, the Gold Weighting, the Natural Gas Weighting, the Silver Weighting and the Euro Weighting are each equal to 12.50% (each a Component Weighting, and collectively, the Component Weightings). |
|
Payment at Maturity: |
At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero. |
|
Additional Amount: |
The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Basket Return x the Participation Rate; provided that the Additional Amount will not be less than zero. |
|
Participation Rate: |
At least 175%. The actual Participation Rate will be determined on the pricing date and will not be less than 175%. |
|
Basket Return: |
Ending
Basket Level Starting Basket Level |
|
Starting Basket Level: |
Set equal to 100 on the pricing date, which is expected to be June 26, 2007. |
|
Ending Basket Level: |
The Basket Closing Level on the Observation Date. |
|
Basket Closing Level: |
The Basket Closing Level on the Observation Date will be calculated as follows: |
|
100 x [1 + (Aluminum Return * Aluminum Weighting) + (Copper Return * Copper Weighting) + (Corn Return * Corn Weighting) + (Crude Oil Return * Crude Oil Weighting) + (Gold Return * Gold Weighting) + (Natural Gas Return * Natural Gas Weighting)+ (Silver Return * Silver Weighting) + (EUR Return * EUR Weighting)] |
||
The returns set forth in the formula above reflect the performance of each Basket Component from the relevant starting level or Starting Spot Rate on the pricing date to the closing level or Ending Spot Rate on the Observation Date. For more information on the calculation of the returns for the Basket Components, see Selected Purchase Considerations Basket Component Returns in this term sheet. |
||
Observation Date: |
June 27, 2011* |
|
Maturity Date: |
June 30, 2011* |
|
CUSIP: |
|
* | 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. 85-I. |
Investing in the Principal Protected Notes involves a number of risks. See Risk Factors beginning on page PS-12 of the accompanying product supplement no. 85-I and Selected Risk Considerations beginning on page TS-2 of this term sheet.
JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, each prospectus supplement, product supplement no. 85-I and this term sheet if you so request by calling toll-free 866-535-9248.
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
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 term sheet or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.
|
|||
|
Price to Public |
Fees and Commissions (1) |
Proceeds to Us |
|
|||
Per note |
$ |
$ |
$ |
|
|||
Total |
$ |
$ |
$ |
|
(1) | If the notes priced today, J.P. Morgan Securities Inc., whom we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $22.50 per $1,000 principal amount note and would use a portion of that commission to pay selling concessions to other dealers of approximately $2.50 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $22.50 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be paid to other dealers, exceed $50.00 per $1,000 principal amount note. See Underwriting beginning on page PS-43 of the accompanying product supplement no. 85-I. |
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.
JPMorgan
June 25, 2007
ADDITIONAL TERMS SPECIFIC TO THE NOTES
You should read this term sheet together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated October 12, 2006 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. 85-I dated June 25, 2007. This term sheet, together with the documents listed below, contains the terms of the notes 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. You should carefully consider, among other things, the matters set forth in Risk Factors in the accompanying product supplement no. 85-I, 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):
Our Central Index Key, or CIK, on the SEC Web site is 19617. As used in this term sheet, the Company, we, us or our refers to JPMorgan Chase & Co.
Additional Key Term
Currency Business Day A currency business day, with respect to the European Union euro, means (1) any day other than a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close and (2) a day on which dealings in foreign currency in accordance with the practice of the foreign exchange market occurs in London.
Selected Purchase Considerations
|
|
JPMorgan
Structured Investments
Principal Protected Notes Linked to a Weighted Basket Consisting of Seven Commodities and the Performance of the European Union Euro Relative to the U.S. Dollar |
TS-1 |
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket, the Basket Commodities, the Basket Currency, the Reference Currency or contracts relating to the Basket Components for which there is an active secondary market. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 85-I dated June 25, 2007.
|
|
JPMorgan
Structured Investments
Principal Protected Notes Linked to a Weighted Basket Consisting of Seven Commodities and the Performance of the European Union Euro Relative to the U.S. Dollar |
TS-2 |
Sensitivity Analysis Hypothetical
Payment at Maturity for Each $1,000 Principal Amount Note
The
following table illustrates the payment at maturity (including, where relevant,
the payment of the Additional Amount) for a $1,000 principal amount note for a
hypothetical range of performance for the Basket Return from -80% to +80%
and assumes a Participation Rate of 175%. The following results are based
solely on the hypothetical example cited. You should consider carefully
whether the notes are suitable to your investment goals. The numbers appearing
in the table below have been rounded for ease of analysis.
|
|||||||
Ending |
Basket |
Basket Return |
Additional |
|
Principal |
|
Payment at |
|
|||||||
180 |
80.00% |
140.00% |
$1,400.00 |
+ |
$1,000.00 |
= |
$2,400.00 |
170 |
70.00% |
122.50% |
$1,225.00 |
+ |
$1,000.00 |
= |
$2,225.00 |
160 |
60.00% |
105.00% |
$1050.00 |
+ |
$1,000.00 |
= |
$2,050.00 |
150 |
50.00% |
87.50% |
$875.00 |
+ |
$1,000.00 |
= |
$1,875.00 |
140 |
40.00% |
70.00% |
$700.00 |
+ |
$1,000.00 |
= |
$1,700.00 |
130 |
30.00% |
52.50% |
$525.00 |
+ |
$1,000.00 |
= |
$1,525.00 |
120 |
20.00% |
35.00% |
$350.00 |
+ |
$1,000.00 |
= |
$1,350.00 |
110 |
10.00% |
17.50% |
$175.00 |
+ |
$1,000.00 |
= |
$1,175.00 |
105 |
5.00% |
8.75% |
$87.50 |
+ |
$1,000.00 |
= |
$1,087.50 |
100 |
0.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
90 |
-10.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
80 |
-20.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
70 |
-30.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
60 |
-40.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
50 |
-50.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
40 |
-60.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
30 |
-70.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
20 |
-80.00% |
0.00% |
$0.00 |
+ |
$1,000.00 |
= |
$1,000.00 |
|
|
|
JPMorgan
Structured Investments
Principal Protected Notes Linked to a Weighted Basket Consisting of Seven Commodities and the Performance of the European Union Euro Relative to the U.S. Dollar |
TS-3 |
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the total returns set forth in the table above are calculated.
Example 1: The level of the Basket
increases from the Starting Basket Level of 100 to an Ending Basket Level of
120.
Because the
Ending Basket Level of 120 is greater than the Starting Basket Level of 100,
the Additional Amount is equal to $350 and the final payment at maturity is
equal to $1,350 per $1,000 principal amount note calculated as follows:
$1,000 + ($1,000 x [(120-100)/100] x 175%) = $1,350
Example 2: The level of the Basket
decreases from the Starting Basket Level of 100 to an Ending Basket Level of
60.
Because the
Ending Basket Level of 60 is lower than the Starting Basket Level of 100, the
final payment per $1,000 principal amount note at maturity is the principal
amount of $1,000.
Example 3: The level of the Basket
increases from the Starting Basket Level of 100 to an Ending Basket Level of
110.
Because the
Ending Basket Level of 110 is greater than the Starting Basket Level of 100,
the Additional Amount is equal to $175 and the final payment at maturity is
equal to $1,175 per $1,000 principal amount note calculated as follows:
$1,000 + ($1,000 x [(110-100)/100] x 175%) = $1,175
Historical Information
The following graphs show the historical weekly performance of each Basket Commodity, the Basket Currency expressed in terms of the conventional market quotation, as shown on Bloomberg Financial Markets, which is the amount of U.S. dollars that that can be exchanged for one European Union euro (which we refer to in this term sheet as the exchange rate), as well as the Basket as a whole from January 4, 2002 through June 22, 2007. The graph of the historical Basket performance assumes the Basket level on January 4, 2002 was 100 and the Component Weightings specified on the cover of this term sheet on that date. The Aluminum closing level on June 22, 2007 was 2659.50. The Copper closing level on June 22, 2007 was 7510. The Corn closing level on June 22, 2007 was 367.50. The Crude Oil closing level on June 22, 2007 was 69.14. The Gold closing level on June 22, 2007 was 652.85. The Natural Gas closing level on June 22, 2007 was 7.13. The Silver closing level on June 22, 2007 was 1315.50. The exchange rate of the European Union euro at approximately 4:00 p.m., New York City time, on June 22, 2007, was 1.3470.
The exchange rate displayed in the graph below are for illustrative purposes only and do not form part of the calculation of the Basket Return. The closing spot rates and the historical weekly Basket performance data in such graph were determined using the rates reported by Bloomberg Financial Markets and may not be indicative of the Basket performance using the Spot Rate of the Basket Currency at approximately 6:00 p.m., New York City time (or, solely with respect to the Spot Rate on the pricing date, at approximately 11:00 a.m., New York City time on such date), that would be derived from the applicable Reuters page as set forth on the cover of this term sheet. The Spot Rate of the European Union euro, at approximately 11:00 a.m. New York City time, on June 22, 2007, was 1.34285, calculated in the manner set forth on the cover of this term sheet.
We obtained the various Basket Commodity closing levels and Basket Currency exchange rates 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 performance of each Basket Commodity, the Basket Currency and the Basket as a whole should not be taken as an indication of future performance, and no assurance can be given as to the closing level of any of the Basket Commodities or the Spot Rate of the Basket Currency on the Observation Date. We cannot give you assurance that the performance of the Basket Components will result in the return of more than the principal amount of your initial investment.
|
|
JPMorgan
Structured Investments
Principal Protected Notes Linked to a Weighted Basket Consisting of Seven Commodities and the Performance of the European Union Euro Relative to the U.S. Dollar |
TS-4 |
|
|
JPMorgan
Structured Investments
Principal Protected Notes Linked to a Weighted Basket Consisting of Seven Commodities and the Performance of the European Union Euro Relative to the U.S. Dollar |
TS-5 |