Term sheet |
Term Sheet No. 15 to
Product Supplement No. 1-IV Registration Statement No. 333-130051 Dated May 24, 2007; Rule 433 |
Structured |
JPMorgan
Chase & Co. $ Principal Protected Notes Linked to the Dow Jones AIG Commodity IndexSM due January 23, 2013 |
Index: |
The Dow Jones AIG Commodity IndexSM (DJAIG) (the Index) |
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:
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The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Index Return x the Participation Rate; provided that the Additional Amount will not be less than zero. |
Participation Rate: |
At least 125%. The actual Participation Rate will be determined on the pricing date and will not be less than 125%. |
Index Return: |
Ending
Index Level Initial Index Level |
Initial Index Level: |
The Index closing level on the pricing date, which is expected to be on or about July 17, 2007. |
Ending Index Level: |
The Index closing level on the Observation Date. |
Observation Date: |
January 17, 2013* |
Maturity Date: |
January 23, 2013* |
CUSIP: |
48123JZV4 |
* | 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. 1-IV. |
Investing in the Principal Protected Notes involves a number of risks. See Risk Factors beginning on page PS-5 of the accompanying product supplement no. 1-IV 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, each prospectus supplement, product supplement no. 1-IV and any 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. 1-IV 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.
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Price to Public |
Fees and Commissions (1) |
Proceeds to Us |
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Per note |
$ |
$ |
$ |
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Total |
$ |
$ |
$ |
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(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 $27.50 per $1,000 principal amount note and would use a portion of that commission to pay selling concessions to other dealers of approximately $5.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $27.50 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 $40.00 per $1,000 principal amount note. See Underwriting beginning on page PS-32 of the accompanying product supplement no. 1-IV. |
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
May 24, 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 December 1, 2005 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. 1-IV dated May 4, 2006. 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. 1-IV, 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. 1-IV dated May 4, 2006:
http://www.sec.gov/Archives/edgar/data/19617/000089109206001170/e23980_424b2.pdf
Prospectus supplement dated December 1, 2005:
http://www.sec.gov/Archives/edgar/data/19617/000089109205002390/e22885_424b2.txt
Prospectus dated December 1, 2005:
http://www.sec.gov/Archives/edgar/data/19617/000089109205002389/e22923_base.txt
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the Company, we, us, or our refers to JPMorgan Chase & Co.
Selected Purchase Considerations
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JPMorgan
Structured Investments
Principal Protected Notes Linked to the Dow Jones AIG Commodity IndexSM |
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 Index or any of the commodities underlying the Index. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 1-IV dated May 4, 2006.
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 Index Return from -80% to +80% and assumes a Participation Rate of 125% and an Initial Index Level of 170. 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 following table have been rounded for ease of analysis.
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JPMorgan
Structured Investments
Principal Protected Notes Linked to the Dow Jones AIG Commodity IndexSM |
TS-2 |
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Ending |
Index Return |
Index Return x |
Additional |
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Principal |
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Payment at |
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306 |
80% |
100.00% |
$1,000.00 |
+ |
$1,000 |
= |
$2,000.00 |
289 |
70% |
87.50% |
$875.00 |
+ |
$1,000 |
= |
$1,875.00 |
272 |
60% |
75.00% |
$750.00 |
+ |
$1,000 |
= |
$1,750.00 |
255 |
50% |
62.50% |
$625.00 |
+ |
$1,000 |
= |
$1,625.00 |
238 |
40% |
50.00% |
$500.00 |
+ |
$1,000 |
= |
$1,500.00 |
221 |
30% |
37.50% |
$375.00 |
+ |
$1,000 |
= |
$1,375.00 |
204 |
20% |
25.00% |
$250.00 |
+ |
$1,000 |
= |
$1,250.00 |
187 |
10% |
12.50% |
$125.00 |
+ |
$1,000 |
= |
$1,125.00 |
179 |
5% |
6.25% |
$62.50 |
+ |
$1,000 |
= |
$1,062.50 |
170 |
0% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
153 |
-10% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
136 |
-20% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
119 |
-30% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
102 |
-40% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
85 |
-50% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
68 |
-60% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
51 |
-70% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
34 |
-80% |
0.00% |
$0.00 |
+ |
$1,000 |
= |
$1,000.00 |
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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 Index
increases from the Initial Index Level of 170 to an Ending Index Level of 204.
Because the Ending Index Level of 204 is greater than the Initial Index Level
of 170, the Additional Amount is equal to $250 and the final payment at
maturity is equal to $1,250 per $1,000 principal amount note, calculated as
follows:
$1,000 + ($1,000 x [(204-170)/170] x 125%) = $1,250
Example 2: The level of the Index decreases from
the Initial Index Level of 170 to an Ending Index Level of 153.
Because
the Ending Index Level of 153 is lower than the Initial Index Level of 170, the
final payment per $1,000 principal amount note at maturity is the principal
amount of $1,000.
Example 3: The level of
the Index increases from the Initial Index Level of 170 to an Ending Index
Level of 187.
Because the Ending Index Level of 187
is greater than the Initial Index Level of 170, the Additional Amount is
equal to $125 and the final payment at maturity is equal to $1,125 per $1,000
principal amount note, calculated as follows:
$1,000 + ($1,000 x [(187-170)/170] x 125%) = $1,125
Historical Information
The following graph shows the historical weekly performance of the Index from January 4, 2002 through May 18, 2007. The Index closing level on May 23, 2007 was 171.580. We obtained the various index closing levels below from Bloomberg Financial Markets, and accordingly, make no representation or warranty as to their accuracy or completeness.
The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Index on the Observation Date. We cannot give you assurance that the performance of the Index will result in a payment at maturity of more than the principal amount of your notes.
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JPMorgan
Structured Investments
Principal Protected Notes Linked to the Dow Jones AIG Commodity IndexSM |
TS-3 |