SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
J.P. MORGAN INDEX FUNDING COMPANY, LLC
(Exact name of registrant as specified in its charter)
DELAWARE 13-3863618
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
60 Wall Street, New York, New York 10260
(Address of principal executive offices) (Zip Code)
J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 13-2625764
(State of incorporation or (I.R.S. EmployerIdentification No.)
organization)
60 Wall Street, New York, New York 10260
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is effective
effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check A.(d), please check the following
the following box. [ x ] following box. [ ]
Securities Act registration statement file number to which this is
from relates: 333-01121 and
333-01121-01
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
Preferred Securities, Series A American Stock Exchange
(and the Guarantee with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description Of Registrant's Securities To Be Registered
For a description of the Commodity-Indexed Preferred Securities
("ComPS") of J.P. Morgan Index Funding Company, LLC (the "Company") to be
registered hereunder, reference is made to the information under the
headings "Description of All Preferred Securities" and "Description of the
ComPS" in the Company's Prospectus dated November 18, 1996 contained in the
Company's Registration Statement on Form S-3 (Reg. Nos. 333-01121 and
333-01121-01) (the "Registration Statement"), as supplemented by the
information under the heading "Description of the ComPS" in the Company's
preliminary prospectus supplement filed pursuant to Rule 424(b) on July 28,
1997, and as will be supplemented by the information under the heading
"Description of the ComPS" in the Company's final prospectus supplement to
be filed pursuant to Rule 424(b), all of which information is hereby, or
shall be deemed to be, incorporated herein by reference and made a part of
this application in its entirety.
Item 2. Exhibits
The following exhibits are hereby incorporated herein by
reference:
Exhibit 1 - Registration Statement (see Item 1
above).
Exhibit 2 - Certificate of Formation of J.P. Morgan
Index Funding Company, LLC (incorporated
by reference to Exhibit 3(a) to the
Registration Statement).
Exhibit 3 - Amended and Restated Limited Liability
Company Agreement of J.P. Morgan Index
Funding Company, LLC (incorporated by
reference to Exhibit 3(b) to the
Registration Statement).
Exhibit 4 - Form of Certificates for Securities for
Preferred Securities (incorporated by
reference to Exhibit 3(a) to the
Registration Statement).
<PAGE>
Exhibit 5 - Form of Guarantee Agreement
(incorporated by reference to Exhibit
4(b) to the Registration Statement).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in The City of New York, State of New York, on the 24th day of
September, 1997.
J.P. MORGAN & CO.
INCORPORATED,
by:
/s/Gene A. Capello
-----------------------
Name: Gene A. Capello
Title: Vice President and
Assistant General
Counsel
J.P. MORGAN INDEX FUNDING
COMPANY, LLC,
by J.P. MORGAN & CO
INCORPORATED, as Managing
Member,
by:
/s/Gene A. Capello
-------------------------
Name: Gene A. Capello
Title: Vice President and
Assistant General
Counsel
