Term sheet |
Term sheet No. 6 to Product Supplement No. 54-IV Registration Statement No. 333-130051 Dated June 20, 2007; Rule 433 |
Structured |
JPMorgan Chase & Co. $ Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund due August 18, 2008 |
General
Key Terms
Basket: |
The notes are linked to a weighted basket consisting of the Nikkei 225 Index (NKY), the Dow Jones EURO STOXX 50® Index (SX5E) and the iShares® MSCI Emerging Markets Index Fund (EEM) (each a Basket Component, and together, the Basket Components). |
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Component Weightings: |
The Nikkei Weighting is 40%, the EURO STOXX Weighting is 40% and the MSCI Emerging Markets Weighting is 20% (each a Component Weighting, and collectively, the Component Weightings). |
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Upside Leverage Factor: |
2 |
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Payment at Maturity: |
If the Ending Basket Level is greater than the Starting Basket Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Basket Return multiplied by two, subject to a Maximum Total Return on the notes of 28%*. For example, if the Basket Return is more than 14%, you will receive the Maximum Total Return on the notes of 28%*, which entitles you to a maximum payment at maturity of $1,280 for every $1,000 principal amount note that you hold. Accordingly, if the Basket Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return: |
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$1,000 + [$1,000 x (Basket Return x 2)] |
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* The actual Maximum Total Return will be set on the pricing date and will not be less than 28%. |
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Your investment will be
fully exposed to any decline in the Basket. |
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$1,000 + ($1,000 x Basket Return) |
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You will lose some or all of your investment at maturity if the Ending Basket Level declines from the Starting Basket Level. |
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Basket Return: |
Ending Basket Level Starting Basket Level |
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Starting Basket Level: |
Set to equal 100 on the pricing date. |
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Ending Basket Level: |
The Basket Closing Level on the Observation Date. |
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Basket Closing Level: |
The Basket Closing Level will be calculated as follows: |
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100 x [1 + (Nikkei Return * 40%) + (EURO STOXX Return * 40%) + (MSCI Emerging Markets Return * 20%)] |
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The Nikkei Return and the EURO STOXX Return are the performance of the respective Basket Components, expressed as a percentage, from the closing levels of the respective Basket Components on the pricing date to the closing levels of the respective Basket Components on the Observation Date. The MSCI Emerging Markets Return is the performance of the iShares® MSCI Emerging Markets Index Fund, expressed as a percentage, from its Initial Share Price on the pricing date to its Final Share Price on the Observation Date. The Initial Share Price used to calculate the MSCI Emerging Markets Return is the closing price of one share of the iShares® MSCI Emerging Markets Index Fund on the pricing date. The Final Share Price used to calculate the MSCI Emerging Markets Return is the closing price of one share of the iShares® MSCI Emerging Markets Index Fund on the Observation Date, multiplied by the Share Adjustment Factor. For additional information, see Description of Notes Payment at Maturity in the accompanying product supplement no. 54-IV. |
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Share Adjustment Factor: |
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. 54-IV for further information about these adjustments. |
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Observation Date: |
August 13, 2008 |
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Maturity Date: |
August 18, 2008 |
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CUSIP: |
48123JG52 |
| 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. 54-IV. |
Investing in the Return Enhanced Notes involves a number of risks. See Risk Factors beginning on page PS-11 of the accompanying product supplement no. 54-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 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. 54-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 $17.00 per $1,000 principal amount note and would use a portion of that commission to allow concessions to other dealers of approximately $10.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $17.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be allowed to other dealers, exceed $25.00 per $1,000 principal amount note. See Underwriting beginning on page PS-125 of the accompanying product supplement no. 54-IV. |
For a different portion of the notes to be sold in this offering, a non-affiliated bank will receive a fee and an affiliate of ours will receive a structuring and development fee. If the notes priced today, the aggregate amount of these fees would be expected to be $17.00 per $1,000 principal amount note. The actual amount of these fees may be more or less than $17.00 per $1,000 principal amount note and will depend on market conditions on the pricing date. In no event will the total amount of these fees exceed $25.00 per $1,000 principal amount note. |
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 20, 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. 54-IV dated May 4, 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. 54-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):
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
Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund |
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 Components or any of the stocks composing the Nikkei 225 Index, Dow Jones EURO STOXX 50® Index or the equity securities held by the iShares® MSCI Emerging Markets Index Fund. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 54-IV dated May 4, 2007.
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund |
TS-2 |
What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Basket?
The following table illustrates the hypothetical total return at maturity on the notes. The total return as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below reflect the Starting Basket Level of 100 and assumes a Maximum Total Return on the notes of 28%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns 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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Ending
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Basket Return |
Total Return |
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180 |
80.00% |
28.00% |
160 |
60.00% |
28.00% |
150 |
50.00% |
28.00% |
140 |
40.00% |
28.00% |
130 |
30.00% |
28.00% |
120 |
20.00% |
28.00% |
115 |
15.00% |
28.00% |
114 |
14.00% |
28.00% |
110 |
10.00% |
20.00% |
105 |
5.00% |
10.00% |
100 |
0.00% |
0.00% |
90 |
-10.00% |
-10.00% |
80 |
-20.00% |
-20.00% |
70 |
-30.00% |
-30.00% |
60 |
-40.00% |
-40.00% |
50 |
-50.00% |
-50.00% |
40 |
-60.00% |
-60.00% |
30 |
-70.00% |
-70.00% |
20 |
-80.00% |
-80.00% |
10 |
-90.00% |
-90.00% |
0 |
-100.00% |
-100.00% |
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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 Basket increases from a Starting Basket Level of 100 to an Ending Basket Level of 105. Because the Ending Basket Level of 105 is greater than the Starting Basket Level of 100 and the Basket Return of 5% multiplied by 2 does not exceed the hypothetical Maximum Total Return of 28%, the investor receives a payment at maturity of $1,100 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 x (5% x 2)] = $1,100
Example 2: 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 and the Basket Return of 20% multiplied by 2 exceeds the hypothetical Maximum Total Return of 28%, the investor receives a payment at maturity of $1,280 per $1,000 principal amount note, the maximum payment on the notes.
Example 3: The level of the Basket decreases from a Starting Basket Level of 100 to an Ending Basket Level of 80. Because the Ending Basket Level of 80 is less than the Starting Basket Level of 100, the Basket Return is negative and the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x -20%) = $800
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund |
TS-3 |
Historical Information
The following graphs show the historical weekly performance of the Nikkei 225 Index and the Dow Jones EURO STOXX 50® Index from January 2, 2002 through June 15, 2007, as well as the iShares® MSCI Emerging Markets Index Fund and the Basket as a whole from April 11, 2003 through June 15, 2007. The graph of the historical Basket performance assumes the Basket level on April 11, 2003 was 100 and the Component Weightings specified on the cover of this term sheet on that date. The closing level of the Nikkei 225 Index on June 19, 2007 was 18163.61. The closing level of the Dow Jones EURO STOXX 50® Index on June 19, 2007 was 4527.22. The closing price of the iShares® MSCI Emerging Markets Index Fund on June 19, 2007 was $132.69.
We obtained the various Basket Component closing levels or price 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 or prices of each Basket Component and of 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 or price of any Basket Component on the Observation Date. We cannot give you assurance that the performance of the Basket Components will result in the return of any of your initial investment.
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund |
TS-4 |