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Filed Pursuant To Rule 424(b)(2)
Registration No. 033-45651
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 5, 1993)
J.P. MORGAN & CO. INCORPORATED
$100,000,000
8% Subordinated Notes Due 2005
Interest payable November 30 and May 30
ISSUE PRICE: 100%
Interest on the Notes is payable semiannually on November 30 and May 30 of each
year (each an "Interest Payment Date"), commencing November 30, 1995. The Notes
will mature on May 30, 2005 unless previously redeemed as described herein. See
"Description of the Notes". The Notes may not be redeemed prior to May 30, 1998.
Thereafter, they may be redeemed at the option of J.P. Morgan & Co. Incorporated
(the "Company") upon at least 30 days notice, in whole but not in part, on any
Interest Payment Date at 100% of the principal amount thereof, together with
accrued interest to the date fixed for redemption.
The Notes are unsecured debt obligations of the Company and are subordinated in
right of payment to all Senior Indebtedness of the Company and, in certain
circumstances, to the Derivative Obligations of the Company to the extent set
forth herein. Payment of principal of the Notes may be accelerated only in the
case of the bankruptcy or reorganization of the Company. There is no right of
acceleration in the case of a default in the payment of interest on the Notes,
or the performance of any other covenant of the Company. See "Description of the
Notes".
The Notes will be represented by Global Securities registered in the name of the
nominee of The Depository Trust Company, which will act as the Depository.
Interests in the Notes represented by Global Securities will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depository and its direct and indirect participants. Except as described herein,
Notes in definitive form will not be issued. Settlement for the Notes will be
made in immediately available funds. The Notes will trade in the Depository's
Same-Day Funds Settlement System and secondary market trading activity for the
Notes will therefore settle in immediately available funds. All payments of
principal and interest will be made by the Company in immediately available
funds or the equivalent. See "Description of the Notes -- Same-Day Settlement
and Payment".
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
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Per Note 100% 1.075% 98.925%
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Total $100,000,000 $1,075,000 $98,925,000
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(1) Plus accrued interest, if any, from May 30, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by the Company estimated to be $60,000.
The Notes are offered, subject to prior sale, when, as and if accepted by J.P.
Morgan Securities Inc. (the "Underwriter") and subject to the approval of
certain legal matters by Cravath, Swaine & Moore, counsel for the Underwriter.
It is expected that delivery of the Notes will be made through the facilities of
The Depository Trust Company on or about May 30, 1995 against payment therefor
in immediately available funds.
J.P. MORGAN SECURITIES INC.
May 1, 1995
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus Supplement or the Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or the Underwriter. This Prospectus Supplement and the Prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which they relate or any offer to sell
or the solicitation of any offer to buy such securities in any circumstances in
which such offer or solicitation is unlawful. Neither the delivery of this
Prospectus Supplement or the Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information herein is
correct as of any time subsequent to its date.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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Description of the Notes.............................................................. S-3
Underwriting.......................................................................... S-5
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PROSPECTUS
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Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 2
J.P. Morgan & Co. Incorporated........................................................ 2
Consolidated Ratio of Earnings to Fixed Charges....................................... 4
Use of Proceeds....................................................................... 4
Description of Subordinated Debt Securities........................................... 4
Description of Warrants............................................................... 9
Plan of Distribution.................................................................. 10
Experts............................................................................... 11
Legal Opinions........................................................................ 12
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DESCRIPTION OF THE NOTES
The Company's 8% Subordinated Notes Due 2005 offered hereby (the "Notes")
will be limited to $100,000,000 aggregate principal amount and will mature on
May 30, 2005 unless previously redeemed as described herein. The Notes are not
entitled to any sinking fund. The Notes may not be redeemed prior to May 30,
1998. Thereafter, they may be redeemed at the option of the Company upon at
least 30 days notice, in whole but not in part, on any Interest Payment Date at
100% of the principal amount thereof, together with accrued interest to the date
fixed for redemption. The Notes will bear interest from May 30, 1995, at the
rate of 8% per annum, payable semiannually on November 30 and May 30 of each
year, commencing November 30, 1995, to the persons in whose names the Notes are
registered at the close of business on the fifteenth calendar day prior to each
Interest Payment Date. The Notes will be issued pursuant to an Indenture (the
"Indenture") dated March 1, 1993, between the Company and First Trust of New
York, National Association, successor to Citibank, N.A., as Trustee (the
"Trustee"). The Notes constitute a single series of Subordinated Debt Securities
under the Indenture.
The Notes will be issued in fully registered form, in denominations of
$1,000 and any integral multiple thereof. The Paying Agent and Registrar for the
Notes will be the Trustee.
The Notes are subordinate in right of payment to Senior Indebtedness (as
defined) and, in certain circumstances relating to the bankruptcy or insolvency
of the Company, the Derivative Obligations (as defined) of the Company. At March
31, 1995, the amount of indebtedness constituting Senior Indebtedness was
approximately $5.8 billion and the amount of Derivative Obligations was
immaterial. See "Description of Subordinated Debt Securities -- Subordination"
in the Prospectus.
Reference should be made to the Prospectus for a description of other terms
of the Notes. See "Description of Subordinated Debt Securities". Defined terms
used in this Prospectus Supplement have the meanings ascribed to them in the
Prospectus.
BOOK-ENTRY SYSTEM
The Notes initially will be represented by one or more global securities
(the "Global Securities") deposited with The Depository Trust Company ("DTC")
and registered in the name of a nominee of DTC. Except as set forth below, the
Notes will be available for purchase in denominations of $1,000 and integral
multiples thereof in book-entry form only. The term "Depository" refers to DTC
or any successor depository.
DTC has advised the Company and the Underwriter as follows: DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was
created to hold securities of persons who have accounts with DTC
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. DTC's participants include
securities brokers and dealers (including the Underwriter), banks, trust
companies, clearing corporations and certain other organizations, some of which
(and/or their representatives) own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
Upon the issuance by the Company of Notes represented by the Global
Securities, the Depository or its nominee will credit, on its book-entry
registration and transfer system, the respective principal amounts of the Notes
represented by such Global Securities to the accounts of participants. The
accounts to be credited shall be designated by the Underwriter. Ownership of
beneficial interests in Notes represented by the Global Securities will be
limited to participants or persons that hold interests through participants.
Ownership of such beneficial interests in Notes will be shown on, and the
transfer of that ownership will be effected only through,
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records maintained by the Depository (with respect to interests of participants
in the Depository), or by participants in the Depository or persons that may
hold interests through such participants (with respect to persons other than
participants in the Depository). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in Notes represented by Global Securities.
So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, the Depository or its nominee, as the
case may be, will be considered the sole owner or holder of the Notes
represented by such Global Security for all purposes under the Indenture. Except
as provided below, owners of beneficial interest in Notes represented by Global
Securities will not be entitled to have the Notes represented by such Global
Securities registered in their names, will not receive or be entitled to receive
physical delivery of Notes in definitive form and will not be considered the
owners or holders thereof under the Indenture. Unless and until the Global
Securities are exchanged in whole or in part for individual certificates
evidencing the Notes represented thereby, such Global Securities may not be
transferred except as a whole by the Depository for such Global Securities to a
nominee of such Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by the Depository or any nominee of
such Depository to a successor Depository or any nominee of such successor
Depository.
Payments of principal of and interest on the Notes represented by Global
Securities registered in the name of the Depository or its nominee will be made
by the Company through the Paying Agent to the Depository or its nominee, as the
case may be, as the registered owner of the Notes represented by such Global
Securities.
The Company has been advised that the Depository or its nominee, upon
receipt of any payment of principal or interest in respect of the Notes
represented by Global Securities, will credit immediately the accounts of the
related participants with payment in amounts proportionate to their respective
beneficial interest in the Notes represented by the Global Securities as shown
on the records of the Depository. The Company expects that payments by
participants to owners of beneficial interests in the Notes represented by the
Global Securities will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." Such payments will be
the responsibility of such participants.
If the Depository is at any time unwilling or unable to continue as
Depository and a successor Depository is not appointed by the Company within 90
days, the Company will issue individual Notes in definitive form in exchange for
the Global Securities. In addition, the Company may at any time and in its sole
discretion determine not to have Global Securities, and, in such event, will
issue individual Notes in definitive form in exchange for the Global Securities.
In either instance, the Company will issue Notes in definitive form, equal in
aggregate principal amount to the Global Securities, in such names and in such
principal amounts as the Depository shall request. Notes so issued in definitive
form will be issued in denominations of $1,000 and integral multiples thereof
and will be issued in registered form only, without coupons.
Neither the Company, the Trustee, any Paying Agent nor the Registrar for
the Notes will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Notes represented by such Global Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds or the equivalent, so long as the
Depository continues to make its Same-Day Funds Settlement System available to
the Company.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System, and secondary
market trading activity in the Notes will therefore be required by the
Depository to settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
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UNDERWRITING
Under the terms and subject to the conditions contained in the Underwriting
Agreement dated the date hereof, the Underwriter has agreed to purchase, and the
Company has agreed to sell the entire principal amount of the Notes offered
hereby.
The Company has been advised by the Underwriter that the Underwriter
proposes to offer the Notes to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement and to certain dealers
at such price less a concession not in excess of 1.0% of the principal amount of
the Notes; that the Underwriter may allow, and such dealers may reallow, a
concession not in excess of .50% of such principal amount on sales to certain
other dealers; and that after the initial public offering the public offering
price and such concessions may be changed by the Underwriter.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriter that it may from time to time
purchase and sell Notes in the secondary market, but that it is not obligated to
do so. No assurance can be given that there will be a secondary market for the
Notes. The Notes will not be listed on any securities exchange.
The Underwriter is an indirect wholly-owned subsidiary of the Company. The
participation of the Underwriter in the offer and sale of the Notes complies
with the requirements of Schedule E of the By-laws of the National Association
of Securities Dealers, Inc. (the "NASD") regarding underwriting of securities of
an affiliate and complies with any restrictions imposed on the Underwriter by
the Board of Governors of the Federal Reserve System. In addition, each NASD
member participating in offers and sales of the Notes will not execute a
transaction in the Notes in a discretionary account without the prior written
specific approval of the member's customer.
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