As filed with the Securities and Exchange Commission on December 7, 1995.
Registration No. 33-64193
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
J.P. MORGAN & CO. INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
13-2625764
(I.R.S. Employer
Identification No.)
60 Wall Street, New York, New York 10260-0060
(212) 483-2323
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
EDWARD J. KELLY III
Secretary
J.P. Morgan & Co. Incorporated
60 Wall Street, New York, New York 10260-0060
(212) 648-8423
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copies to:
MARGARET M. FORAN, ESQ.
Vice President and Assistant General Counsel
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260-0060
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market conditions.
_______________
If any of the securities being registered on this Form are
to be offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [X]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.[X]
_______________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to Amount to be price per offering registration
be registered registered unit price fee
<S> <C> <C> <C> <C>
Debt Securities,
Warrants to Purchase
Debt Securities,
Series Preferred
Stock,Preferred
Stock and Depositary
Share Warrants and
Currency Warrants ........$1,740,000,000 100%(4) $1,740,000,000 $52,000(5)
(1)(2)(3) (2)(3)(4)
Depositary Shares......... (6) None None None
- --------------------------------
(1) Or, if any securities are issued at original issue discount,
such greater amount as shall result in an initial aggregate
offering price of $1,740,000,000 to the Issuer. There are being
registered hereunder such indeterminate number of shares of
Series Preferred Stock, as may from time to time (including
shares of Series Preferred Stock which may be issued upon
exercise of Preferred Stock Warrants) be issued as indeterminate
prices, but with an aggregate initial offering price not to
exceed $1,740,000,000.
(2) There are also being registered hereunder an indeterminate
amount of Securities that may be offered or sold in connection
with market making activities by direct or indirect
wholly-owned subsidiaries of the Issuer, including J.P.
Morgan Securities Inc., in connection with offers and sales
related to secondary market transactions in debt securities.
(3) In U.S. dollars or equivalent thereof in foreign denominated
coin or currency or currency units.
(4) Estimated pursuant to Rule 457 under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee.
(5) Total fee is $600,000 of which $548,000 has already been
paid.
(6) There are also being registered hereunder such indeterminate
number of Depositary Shares to be evidenced by Depositary
Receipts to be issued pursuant to a Deposit Agreement. In the
event the Issuer elects to offer to the public fractional
interests in shares of the Series Preferred Stock registered
hereunder, Depositary Receipts will be distributed to these
persons purchasing such fractional interests and the shares of
the Series Preferred Stock will be issued to the Depositary under
the Deposit Agreement.
</TABLE>
_______________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
PROSPECTUS
J.P. Morgan & Co. Incorporated
Debt Securities, Warrants to Purchase Debt Securities, Series
Preferred Stock, Depositary Shares, Warrants to Purchase Series
Preferred Stock or Depositary Shares and Currency Warrants
J.P. Morgan & Co. Incorporated ("J.P. Morgan") may from
time to time offer its senior debt securities (the "Debt
Securities") and subordinated debt securities (the "Subordinated
Debt Securities") (the Debt Securities and the Subordinated Debt
Securities are collectively known as the "J.P. Morgan Debt
Securities"), warrants to purchase J.P. Morgan Debt Securities
(the "Debt Warrants"), one or more series of its series preferred
stock (the "Series Preferred Stock"), interests in which may be
represented by depositary shares (the "Depositary Shares"),
warrants to purchase shares of Series Preferred Stock or
Depositary Shares (together the "Preferred Stock Warrants") and
Currency Warrants (the "Currency Warrants"), for issuance and
sale, at an aggregate initial public offering price not to exceed
$1,740,000,000, on terms determined by market conditions at the
time of sale. J.P. Morgan Debt Securities and Debt Warrants are
collectively called the "Securities". As used herein, Securities
shall include Securities denominated in U.S. dollars or, at the
option of J.P. Morgan if so specified in the applicable
Prospectus Supplement, in any other freely transferable currency
or units based on or relating to currencies, including European
Currency Units (ECU). With respect to the J.P. Morgan Debt
Securities as to which this Prospectus is being delivered, the
specific designation, aggregate principal amount, maturity, rate
and time of payment of any interest, coin or currency or currency
units in which principal and interest will be paid, purchase
price and any terms for mandatory or optional redemption
(including any sinking fund) of any J.P. Morgan Debt Securities,
the exercise price and terms of any Debt Warrants and any other
specific terms of the Securities are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement"). If
series preferred stock is offered, the Prospectus Supplement will
set forth the specific title, number of shares of series
preferred stock and number of Depositary Shares, if any, any
dividend, liquidation, redemption, conversion, voting or other
rights, the initial public offering price and any other terms of
the offering. If Preferred Stock Warrants or Currency Warrants
are offered, the Prospectus Supplement will set forth the number
offered, a description (if applicable) of the Series of Preferred
Stock for which each is exercisable, the exercise price and
duration. The Securities, the Series Preferred Stock, the
Depositary Shares, the Preferred Stock Warrants and the Currency
Warrants are hereinafter collectively known as the "Offered
Securities".
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_______________
The Offered Securities may be offered directly, through
agents designated from time to time, through dealers or through
one or more managing underwriters, acting alone or with other
underwriters. See "Plan of Distribution". Any such agents or
dealers, and any underwriters, are set forth in the Prospectus
Supplement. If an agent of J.P. Morgan or a dealer or
underwriter is involved in the offering of the Offered Securities
in connection with which this Prospectus is being delivered, the
agent's commission, dealer's purchase price or underwriter's
discount is set forth in, or may be calculated from, the
Prospectus Supplement and the net proceeds to J.P. Morgan from
such sale will be the purchase price of such Offered Securities
less such commission in the case of an agent, the purchase price
of such Offered Securities in the case of a dealer, and the
public offering price less such discount in the case of an
underwriter and less, in each case, the other expenses of J.P.
Morgan associated with such issuance and distribution.
The aggregate proceeds to J.P. Morgan from all the Offered
Securities sold will be the purchase price of such Offered
Securities excluding any agents' commissions, any underwriters'
discounts and the other expenses of issuance and distribution.
See "Plan of Distribution" for possible indemnification
arrangements for agents, dealers and underwriters.
This Prospectus and related Prospectus Supplement may be
used by direct or indirect wholly-owned subsidiaries of J.P.
Morgan in connection with offers and sales related to secondary
market transactions in the Offered Securities. Such subsidiaries
may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the
time of sale.
December __, 1995
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 and the Prospectus
Supplement in connection with the offering made hereby, and if
given or made such information or representation must not be
relied upon as having been authorized by J.P. Morgan or by
another person.
AVAILABLE INFORMATION
J.P. Morgan is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th
floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information
concerning J.P. Morgan may also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005. This Prospectus does not contain all information set
forth in the Registration Statement and exhibits thereto which
J.P. Morgan has filed with the Commission under the Securities
Act of 1933 and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
J.P. Morgan hereby incorporates by reference in this
Prospectus J.P. Morgan's Annual Report on Form 10-K for the year
ended December 31, 1994 (included in its Annual Report to
Stockholders), J.P. Morgan's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995 and J.P. Morgan's Reports on Form 8-K dated
January 12, 1995, February 14, 1995, February 27, 1995, April 13,
1995, May 23, 1995, June 21, 1995, July 13, 1995, July 18, 1995
and October 12, 1995 heretofore filed pursuant to Section 13 of
the 1934 Act.
In addition, all reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities shall be
deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein or in the accompanying Prospectus Supplement
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
J.P. Morgan will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein
by reference (other than exhibits to such documents). Written
requests should be directed to the Office of the Secretary, J.P.
Morgan & Co. Incorporated, 60 Wall Street, New York, New York
10260-0060. Telephone requests may be directed to
(212) 648-3380.
J.P. MORGAN & CO. INCORPORATED
J.P. Morgan, whose origins date to a merchant banking firm
founded in London in 1838, is the holding company for a group of
global subsidiaries that provide a wide range of financial
services to corporations, governments, financial institutions,
institutional investors, professional firms, privately held
companies, nonprofit organizations, and financially sophisticated
individuals. J.P. Morgan's activities are summarized below.
Finance and Advisory
J.P. Morgan provides strategic advice and capital raising
services to its broad range of clients. J.P. Morgan advises
clients on the financial and business implications of corporate
strategies, which may result in mergers, acquisitions,
divestitures, recapitalizations, privatizations, joint ventures,
and restructurings. J.P. Morgan also provides advice on
defensive strategies and analysis and research on capital
structure. J.P. Morgan structures and executes financing
strategies in markets throughout the world. These strategies may
involve commercial paper, syndicated loans, private placements,
and the underwriting of both debt and equity, as well as other
financing techniques. J.P. Morgan also extends credit, accepts
deposits, and provides a variety of other banking and financial
services.
Sales and Trading
J.P. Morgan is an active participant, as a principal and as
an agent for clients, in the markets for all major financial
instruments, and it engages in hedging and managing a wide
variety of financial risks both for clients and its own account.
J.P. Morgan trades debt and equity securities in U.S. and
international markets, and it distributes these securities to
investors. J.P. Morgan structures, executes and makes markets
in swaps, options, and other derivative instruments, and it buys
and sells foreign currencies, conducting all of these
transactions with clients and counterparties around the world.
J.P. Morgan also trades certain commodities, and it buys and
sells the loans of emerging market countries and other debtors.
Market activities for clients and for its own account are
supported by credit, economic, market, and fundamental industry
and company research.
Asset Management and Servicing
J.P. Morgan provides investment management services to
institutional investors and investment management and fiduciary
services to private clients, consisting of wealthy individuals,
their families, and their businesses. J.P. Morgan manages
employee benefit plans for corporations, state and local
governments, and unions. Investment management services are also
provided to a broad spectrum of other institutional investors,
including foundations, endowments, sovereign governments, and
insurance companies. Discretionary and nondiscretionary
investment management services, credit and deposit products, and
investment banking services are provided to private clients as
well as fiduciary services, consisting of generational planning
and trust and estate administration services.
J.P. Morgan provides clients with a variety of operational
capabilities, including securities custody, clearing and
settlement, and securities lending. In the second and third
quarters of 1995, J.P. Morgan agreed to sell its U.S., U.K. and
global securities custody businesses, its local custody and
securities clearing businesses in Continental Europe, and its
U.S. commercial paper issuing and paying agency business. These
sales are expected to produce a net gain to be recorded over
time, and are expected to have no material effect on J.P.
Morgan's ongoing consolidated results. J.P. Morgan also
announced that it will outsource certain cash and check-
processing services. However, J.P. Morgan will continue to
provide operational services that complement the core global
banking activities, such as the administration of American and
other depositary receipts as well as U.S. money transfer, and
global trust and agency services. J.P. Morgan's role as operator
of the Euroclear System, the world's largest clearance and
settlement system for internationally traded securities, will not
be affected by these actions. J.P. Morgan also serves as a
futures commission merchant in the execution and clearance of
futures contracts on major futures exchanges worldwide.
Equity Investments
J.P. Morgan invests in debt and equity securities for its
own account. The firm acquires equity securities for investment
purposes primarily through private placements, recapitalizations,
and corporate restructurings.
Asset and Liability Management
Asset and liability management activities include managing
the interest rate risk that arises from the firm's interest-rate-
sensitive assets and liabilities. A variety of instruments, both
on- and off-balance-sheet, in numerous currencies are used in an
integrated manner to achieve the firm's objectives.
Regulation
J.P. Morgan is subject to regulation under the Bank Holding
Company Act of 1956 (the "Act"). Under the Act, J.P. Morgan is
required to file certain reports with the Board of Governors of
the Federal Reserve System (the "Board") and is subject to
examination by the Board. The Act generally precludes J.P.
Morgan and its subsidiaries from engaging in nonbanking
activities, or from acquiring more than 5% of any class of voting
securities of any company engaging in such activities, unless the
Board has determined, by order or regulation, that such proposed
activities are closely related to banking. Federal law and Board
interpretations limit the extent to which J.P. Morgan and its
subsidiaries can engage in certain aspects of the securities
business. Under Board policy, J.P. Morgan is expected to act as
a source of financial strength to each subsidiary bank and to
commit resources to support such subsidiary bank, even in
circumstances where J.P. Morgan might not be in a financial
position to do so.
The Glass-Steagall Act prohibits affiliates of banks that
are members of the Federal Reserve System, including J.P. Morgan
Securities Inc. ("JPMSI"), from being "engaged principally" in
bank-ineligible underwriting and dealing activities (mainly
corporate debt and equity securities). As interpreted by the
Board, this prohibition restricts JPMSI's gross revenues from
such activities to a maximum of 10% of its total gross revenues.
J.P. Morgan will continue to seek ways to expand the limits on
such activities and to achieve the reform of the Glass-Steagall
Act necessary to achieve its long-term objectives.
Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), J.P. Morgan's largest subsidiary, is a member of the
Federal Reserve System. It and J.P. Morgan Delaware, another
wholly owned subsidiary of J.P. Morgan, are members of the
Federal Deposit Insurance Corporation ("FDIC"). Their businesses
are subject to both U.S. federal and state law and to
examination and regulation by U.S. federal and state banking
authorities. J.P. Morgan and its nonbank subsidiaries are
affiliates of Morgan Guaranty and J.P. Morgan Delaware within
the meaning of the applicable federal statutes. Such banks are
subject to restrictions on loans and extensions of credit to J.P.
Morgan and certain other affiliates and on certain other types of
transactions with them or involving their securities.
Among other wholly owned subsidiaries:
JPMSI is a broker-dealer registered with the Securities and
Exchange Commission and is a member of the National Association
of Securities Dealers, the New York Stock Exchange, and other
exchanges.
J.P. Morgan Futures Inc. is subject to regulation by the
Commodity Futures Trading Commission, the National Futures
Association, and the commodity exchanges and clearinghouses of
which it is a member.
J.P. Morgan Investment Management Inc. is registered with
the Securities and Exchange Commission as an investment adviser
under the Investment Advisers Act of 1940, as amended.
J.P. Morgan subsidiaries conducting business in other
countries are also subject to regulations and restrictions
imposed by those jurisdictions, including capital requirements.
The principal executive office of J.P. Morgan is located at
60 Wall Street, New York, New York 10260-0060, and its telephone
number is (212) 483-2323.
Consolidated Ratios
<TABLE>
Consolidated Ratio of Earnings to Fixed Charges
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits ...... 1.34 1.40 1.70(a) 1.53(b) 1.42(c) 1.25(d)
Including Interest on Deposits....... 1.23 1.28 1.46(a) 1.31(b) 1.23(c) 1.14(d)
_______________
(a) For the year ended December 31, 1993, the ratio of
earnings to fixed charges, including the cumulative effect of a
change in the method of accounting for postretirement benefits
other than pensions, was 1.64 excluding interest on deposits and
1.43 including interest on deposits.
(b) For the year ended December 31, 1992, the ratio of
earnings to fixed charges, including the cumulative effect of a
change in the method of accounting for income taxes, was 1.67
excluding interest on deposits and 1.39 including interest on
deposits.
(c) For the year ended December 31, 1991, the ratio of
earnings to fixed charges, including the extraordinary gain on
early retirement of debt, was 1.43 excluding interest on deposits
and 1.24 including interest on deposits.
(d) For the year ended December 31, 1990, the ratio of
earnings to fixed charges, including the cumulative effect of a
change in the method of accounting for trading swaps, was 1.32
excluding interest on deposits and 1.17 including interest on
deposits.
</TABLE>
<TABLE>
Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.... 1.33 1.39 1.69(a) 1.52(b) 1.40(c) 1.24(d)
Including Interest on Deposits.... 1.23 1.27 1.46(a) 1.31(b) 1.22(c) 1.13(d)
_______________
(a) For the year ended December 31, 1993, the ratio of
earnings to combined fixed charges and preferred stock dividends,
including the cumulative effect of a change in the method of
accounting for postretirement benefits other than pensions, was
1.63 excluding interest on deposits and 1.42 including interest
on deposits.
(b) For the year ended December 31, 1992, the ratio of
earnings to combined fixed charges and preferred stock dividends,
including the cumulative effect of a change in the method of
accounting for income taxes, was 1.65 excluding interest on
deposits and 1.39 including interest on deposits.
(c) For the year ended December 31, 1991, the ratio of
earnings to combined fixed charges and preferred stock dividends,
including the extraordinary gain on early retirement of debt, was
1.41 excluding interest on deposits and 1.23 including interest
on deposits.
(d) For the year ended December 31, 1990, the ratio of
earnings to combined fixed charges and preferred stock dividends,
including the cumulative effect of a change in the method of
accounting for trading swaps, was 1.31 excluding interest on
deposits and 1.17 including interest on deposits.
</TABLE>
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus
Supplement, the net proceeds from the sale of the Offered
Securities will be used for general corporate purposes, including
investment in equity and debt securities and interest-bearing
deposits of subsidiaries. Pending such use, J.P. Morgan may
temporarily invest the net proceeds or may use them to reduce
short-term indebtedness.
DESCRIPTION OF J.P. MORGAN DEBT SECURITIES
The Debt Securities offered hereby will be issuable in one
or more series under an Indenture dated as of August 15, 1982 and
all indentures supplemental thereto, including the First
Supplemental Indenture dated as of May 5, 1986 (collectively
referred to as the "Debt Indenture"), between J.P. Morgan and
First Trust of New York, National Association, successor to
Chemical Bank (formerly Manufacturers Hanover Trust Company), as
Trustee (the "Debt Trustee"). The Subordinated Debt Securities
offered hereby will be issuable in one or more series under an
Indenture dated as of March 1, 1993, and any indentures
supplemental thereto, (the "Subordinated Indenture"), between
J.P. Morgan and First Trust of New York, National Association,
successor to Citibank, N.A., as Trustee (the "Subordinated
Trustee"). The Debt Indenture and the Subordinated Indenture are
sometimes referred to collectively as the "Indentures" and the
Debt Trustee and the Subordinated Trustee are sometimes referred
to collectively as the "Trustees." The following statements are
subject to the detailed provisions of the Indentures, copies of
which are filed as exhibits to the Registration Statement, and to
the provisions of the Trust Indenture Act of 1939, as amended.
Wherever references are made to particular provisions of the
Indentures, such provisions are incorporated by reference as a
part of the statements made and such statements are qualified in
their entirety by such reference. Certain capitalized terms used
herein are defined in the Indentures. References in italics are
to sections or articles of the Indentures.
General
Each Indenture does not limit the amount of J.P. Morgan
Debt Securities that may be issued thereunder and provides that
J.P. Morgan Debt Securities may be issued in series thereunder
up to the aggregate principal amount that may be authorized from
time to time by J.P. Morgan. Reference is made to the
Prospectus Supplement for the following terms of each series of
J.P. Morgan Debt Securities in respect of which this Prospectus
is being delivered: (1) whether the J.P. Morgan Debt Securities
are Debt Securities or Subordinated Debt Securities; (2) the
designation, aggregate principal amount and authorized
denominations of such J.P. Morgan Debt Securities; (3) the
purchase price of such J.P. Morgan Debt Securities (expressed as
a percentage of the principal amount thereof); (4) the date on
which such J.P. Morgan Debt Securities will mature; (5) the rate
or rates per annum at which such J.P. Morgan Debt Securities
will bear interest, if any, or the method by which such interest
will be determined; (6) the coin or currency or units based on or
relating to currency units (including ECU) for which J.P. Morgan
Debt Securities may be purchased and in which payment of
principal and interest will be made; (7) the dates on which such
interest, if any, will be payable; (8) the terms of any mandatory
or optional redemption (including any sinking fund); (9) whether
the J.P. Morgan Debt Securities will be issued in fully
registered form without coupons attached or in bearer form with
coupons; (10) the restrictions, if any, applicable to the
exchange of J.P. Morgan Debt Securities of one form for another
and to the offer, sale and delivery of the J.P. Morgan Debt
Securities; (11) whether and under what circumstances J.P.
Morgan will pay additional amounts on J.P. Morgan Debt
Securities in the event of certain developments with respect to
United States withholding tax or information reporting laws;
(12) whether J.P. Morgan may redeem the J.P. Morgan Debt
Securities in the event of such developments; and (13) any other
specific terms. If a Prospectus Supplement specifies that J.P.
Morgan Debt Securities are denominated in a currency other than
U.S. dollars or in a currency unit, such Prospectus Supplement
shall also specify the coin or currency or currency unit in which
the principal, premium, if any, and interest, if any, on such
J.P. Morgan Debt Securities will be payable, which may be U.S.
dollars based upon the exchange rate for such other currency or
currency unit existing on or about the time a payment is due.
Unless otherwise specified, principal and interest, and
additional amounts, if any, will be payable at the office of
First Trust of New York, National Association in New York City,
provided that payment of interest on any J.P. Morgan Debt
Securities in registered form may be made at the option of J.P.
Morgan by check mailed to the registered holders.
Some of the J.P. Morgan Debt Securities may be issued as
original issue discount J.P. Morgan Debt Securities (bearing no
interest or interest at a rate which at the time of issuance is
below market rates), to be sold at a substantial discount below
their stated principal amount. Federal income tax, accounting
and other special considerations applicable to any such original
issue discount J.P. Morgan Debt Securities will be described in
the Prospectus Supplement relating thereto.
J.P. Morgan Debt Securities may be presented for exchange,
and registered J.P. Morgan Debt Securities may be presented for
transfer, in the manner, at the places and subject to the
restrictions set forth in the applicable Indenture, the J.P.
Morgan Debt Securities and the Prospectus Supplement. J.P.
Morgan Debt Securities in bearer form and the coupons, if any,
appertaining thereto will be transferable by delivery. No
service charge will be made for any exchange of the J.P. Morgan
Debt Securities or transfer of J.P. Morgan Debt Securities in
registered form, but J.P. Morgan may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection therewith. (Sections 2.8 of the Indentures)
The Indentures and Debt Securities will not contain any
provision that would require J.P. Morgan to repurchase or redeem
or otherwise modify the terms of the Debt Securities upon a
change in control or other events involving J.P. Morgan that may
adversely affect the credit quality of J.P. Morgan.
Subordinated Debt Securities
Subordination
The Subordinated Debt Securities will be unsecured and will
be subordinate in right of payment to all Senior Indebtedness (as
defined below) of J.P. Morgan and, in certain circumstances
relating to the bankruptcy or insolvency of J.P. Morgan, the
Derivative Obligations (as defined below), whether outstanding as
of this date or hereafter incurred. In addition, since J.P.
Morgan is a holding company, the right of J.P. Morgan to
participate as a shareholder in any distribution of assets of any
subsidiary upon its liquidation or reorganization or otherwise
(and thus the ability of holders of the Subordinated Debt
Securities to benefit as creditors of J.P. Morgan from such
distribution) is subject to the prior claims of creditors of any
such subsidiary. J.P. Morgan and its subsidiaries are subject
to claims by creditors for long-term and short-term debt
obligations, including substantial obligations for federal funds
purchased and securities sold under repurchase agreements, as
well as deposit liabilities. There are also various legal
limitations on the extent to which subsidiaries of J.P. Morgan
may pay dividends or otherwise supply funds to J.P. Morgan.
The Subordinated Debt Securities will be subordinate in
right of payment as provided in the Indenture to all Senior
Indebtedness of J.P. Morgan. In certain events of bankruptcy or
insolvency of J.P. Morgan, the Subordinated Debt Securities will
also be subordinate in right of payment to the extent set forth
in the Subordinated Indenture to the prior payment in full of
Derivative Obligations (as defined below). No payment pursuant
to the Subordinated Debt Securities may be made and no holder of
the Subordinated Debt Securities or any coupon appertaining
thereto shall be entitled to demand or receive any such payment
(i) unless all amounts of principal, premium, if any, and
interest then due on all Senior Indebtedness of J.P. Morgan
shall have been paid in full or duly provided for or (ii) if, at
the time of such payment or immediately after giving effect
thereto, there shall exist with respect to any given Senior
Indebtedness of J.P. Morgan any event of default permitting the
holders thereof to accelerate the maturity thereof or any event
which, with notice or lapse of time, or both, will become such an
event of default. (Section 10.2. of the Subordinated Indenture)
Upon any distribution of the assets of J.P. Morgan upon
dissolution, winding up, liquidation or reorganization, (i) the
holders of Senior Indebtedness of J.P. Morgan will be entitled
to receive payment in full of principal, premium, if any, and
interest before any payment may be made on the Subordinated Debt
Securities and (ii) if, after giving effect to the operation of
clause (i) above, amounts remain available for payment or
distribution in respect of the Subordinated Debt Securities (any
such remaining amount being defined as the "Excess Proceeds") and
creditors in respect of Derivative Obligations have not received
payment in full of amounts due or to become due thereon, then
such Excess Proceeds shall first be applied to pay or provide for
the payment in full of all such Derivative Obligations before any
payment may be made on the Subordinated Debt Securities.
(Sections 10.3 and 10.12 of the Subordinated Indenture.) By
reason of such subordination, in the event of a bankruptcy or
insolvency of J.P. Morgan, holders of Senior Indebtedness and
Derivative Obligations of J.P. Morgan may receive more, ratably,
and holders of the Subordinated Debt Securities or coupons
appertaining thereto may receive less, ratably, than the other
creditors of J.P. Morgan. No series of subordinated debt is
subordinated to any other series of subordinated debt. However,
by reason of the obligation of the holders of the Subordinated
Debt Securities to pay over any Excess Proceeds to creditors in
respect of Derivative Obligations, in the event of a bankruptcy
or insolvency of J.P. Morgan, the holders of the Subordinated
Debt Securities may receive less, ratably, than holders of
Antecedent Subordinated Indebtedness (as defined below). Such
subordination will not prevent the occurrence of any Event of
Default in respect of the Subordinated Debt Securities. The
Subordinated Indenture does not limit the amount of Senior
Indebtedness J.P. Morgan may incur.
Senior Indebtedness of J.P. Morgan is defined as the
principal of, premium, if any, and interest on (a) all
indebtedness of J.P. Morgan for money borrowed, whether
outstanding on the date of execution of the Indenture or
thereafter created, assumed or incurred, except (i) the
DM400,000,000 aggregate principal amount of Floating Rate
Subordinated Notes of 1985/1995 of J.P. Morgan; (ii) the U.S.
$400,000,000 aggregate principal amount of Zero Coupon
Subordinated Notes Due 1998 of J.P. Morgan; (iii) the U.S.
$250,000,000 aggregate principal amount of 7% Subordinated
Notes Due 1998 of J.P. Morgan; (iv) the U.S. $150,000,000
aggregate principal amount of 8 1/2% Subordinated Notes Due 2003 of
J.P. Morgan; (v) the U.S. $500,000,000 aggregate principal
amount of 7 5/8% Subordinated Notes Due 2004 of J.P. Morgan;
(vi) the CAN. $250,000,000 aggregate principal amount of 6 7/8%
Subordinated Notes Due 2004 of J.P. Morgan; (vii) the U.S.
$200,000,000 aggregate principal amount of 7 1/4% Subordinated Notes
Due 2002 of J.P. Morgan; (viii) the U.S. $200,000,000 aggregate
principal amount of Floating Rate Subordinated Notes Due 2002 of
J.P. Morgan; (ix) the U.S. $250,000,000 aggregate principal
amount of Floating Rate Subordinated Notes Due 2002; (x) the U.S.
$200,000,000 aggregate principal amount of Floating Rate
Subordinated Constant Maturity Treasury Notes Due 2000 of J.P.
Morgan; (xi) the U.S. $300,000,000 aggregate principal amount of
Floating Rate Subordinated Notes Due 2005; (xii) the U.S.
$150,000,000 aggregate principal amount of 5% Subordinated Notes
Due 2008 of J.P. Morgan; (xiii) the U.S. $300,000,000 aggregate
principal amount of 6 1/4% Subordinated Notes Due 2009 of J.P.
Morgan; (xiv) the ITL. 150,000,000,000 aggregate principal
amount of 8% Subordinated Notes Due 2003 of J.P. Morgan; (xv)
the U.S.$100,000,000 aggregate principal amount of 8%
Subordinated Notes due 2005 of J.P. Morgan; (xvi) the
U.S.$100,000,000 aggregate principal amount of 7 1/4%
Subordinated Notes due 2010 of J.P. Morgan; and (xvii) such
indebtedness as is by its terms expressly stated to be not
superior in right of payment to the Subordinated Debt Securities
or to rank pari passu with the Subordinated Debt Securities and
(b) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "Indebtedness of J.P. Morgan for money
borrowed" as used in the foregoing sentence shall mean any
obligation of, or any obligation guaranteed by, J.P. Morgan for
the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, and any
deferred obligation for the payment of the purchase price of
property or assets. The Subordinated Debt Securities shall rank
pari passu with the Subordinated Notes referred to in (a)(i)
through (a)(xv), although, as noted above, the Subordinated Debt
Securities, as opposed to the Antecedent Subordinated
Indebtedness, will be subordinated in the event of a bankruptcy
or insolvency of J.P. Morgan to Derivative Obligations. The
term "pari passu" as used herein shall mean ranking equally in
right of payment in the event of J.P. Morgan's bankruptcy.
(Section 1.1. of the Subordinated Indenture)
Derivative Obligations of J.P. Morgan are defined in the
Subordinated Indenture as obligations of J.P. Morgan to make
payments on claims in respect of derivative products such as
interest and foreign exchange rate contracts, commodity contracts
and similar arrangements; provided, however, that Derivative
Obligations do not include claims in respect of Senior
Indebtedness or obligations which, by their terms, are expressly
stated not to be superior in right of payment to the Subordinated
Debt Securities or to rank pari passu with the Subordinated Debt
Securities. For purposes of this definition, "claim" has the
meaning assigned thereto in Section 101(4) of the United States
Bankruptcy Code of 1978, as amended and in effect on the date of
the Subordinated Indenture. (Section 1.1. of the Subordinated
Indenture)
Antecedent Subordinated Indebtedness of J.P. Morgan is
defined in the Subordinated Indenture as all indebtedness and
other obligations outstanding on the date of the Subordinated
Indenture and enumerated in clauses (a)(i) through (a)(ix) of the
definition of "Senior Indebtedness" (Section 1.1. of the
Subordinated Indenture)
The Prospectus Supplement will set forth the aggregate amount of
outstanding indebtedness as of the most recent practicable date
that by the terms of such debt securities would be senior to the
subordinated debt and any limitation on the issuance of such
additional senior indebtedness.
Limited Right of Acceleration. Unless otherwise specified
in the Prospectus Supplement relating to any series of
Subordinated Debt Securities, payment of principal of the
Subordinated Debt Securities may be accelerated only in the case
of the bankruptcy or reorganization of J.P. Morgan. There is no
right of acceleration in the case of a default in the payment of
principal of, premium, if any, or interest on the Subordinated
Debt Securities or the performance of any other covenant of J.P.
Morgan contained in the Indenture. In the event of a default in
the payment of principal of, premium, if any, or interest, or the
performance of any other covenant in the Subordinated Debt
Securities or the Indenture, the Trustee may, subject to certain
limitations and conditions, seek to enforce payment of such
principal, premium, or interest or the performance of such
covenant. (Sections 5.2 and 5.4 of the Subordinated Indenture.)
Senior Debt Securities
The Debt Securities will be unsecured and will rank on a
parity with all other unsecured and unsubordinated indebtedness
of J.P. Morgan. Since J.P. Morgan is a holding company,
however, the right of J.P. Morgan to participate as a
shareholder in any distribution of assets of any subsidiary upon
its liquidation or reorganization or otherwise (and thus the
ability of holders of the Debt Securities to benefit as creditors
of J.P. Morgan from such distribution) is subject to the prior
claims of creditors of any such subsidiary. J.P. Morgan and its
subsidiaries are subject to claims by creditors for long-term and
short-term debt obligations, including substantial obligations
for federal funds purchased and securities sold under repurchase
agreements, as well as deposit liabilities. There are also
various legal limitations on the extent to which subsidiaries of
J.P. Morgan may pay dividends or otherwise supply funds to J.P.
Morgan.
Events of Default, Waiver, Notice, J.P. Morgan Debt Securities
in Foreign Currencies
As to any series of J.P. Morgan Debt Securities, an Event
of Default is defined in the Indentures as (a) default for
30 days in payment of any interest on the J.P. Morgan Debt
Securities of such series; (b) default in payment of principal of
or premium, if any, on the J.P. Morgan Debt Securities of such
series when due either at maturity, upon redemption, by
declaration or otherwise; (c) default in the payment of a sinking
fund installment, if any, on the J.P. Morgan Debt Securities of
such series; (d) default by J.P. Morgan in the performance of
any other covenant or warranty contained in the respective
Indenture for the benefit of such series which shall not have
been remedied for a period of 90 days after notice given as
specified in the Indenture; and (e) certain events of bankruptcy
or reorganization of J.P. Morgan. (Sections 5.1. of the
Indentures) An Event of Default with respect to a particular
series of J.P. Morgan Debt Securities issued under the
respective Indenture does not necessarily constitute an Event of
Default with respect to any other series of J.P. Morgan Debt
Securities issued thereunder. Each Indenture provides that the
Trustee may withhold notice to the holders of the respective J.P.
Morgan Debt Securities of any series of any default (except in
payment of principal of or interest or premium, if any, on such
J.P. Morgan Debt Securities or in the making of any sinking fund
payment with respect to such J.P. Morgan Debt Securities) if the
Trustee considers it in the interest of the holders of J.P.
Morgan Debt Securities of such series to do so. (Sections 5.11.
of the Indentures)
The Subordinated Indenture provides that if an Event of
Default described in clause (e) above shall have occurred and be
continuing, either the Subordinated Trustee or the holders of at
least 25% in principal amount of all Subordinated Debt Securities
then outstanding (voting as one class) may declare the principal
(or, in the case of original issue discount Subordinated Debt
Securities, the portion thereof specified in the terms thereof)
of all Subordinated Debt Securities then outstanding and the
interest accrued thereon, if any, to be due and payable
immediately, but upon certain conditions such declarations may be
annulled and past defaults (except for defaults in the payment of
principal of or premium, or interest, if any, on such
Subordinated Debt Securities) may be waived by the holders of a
majority in principal amount of the Subordinated Debt Securities
of all series then outstanding. (Sections 5.1 and 5.10. of the
Subordinated Indenture)
The Debt Indenture provides that (1) if an Event of Default
described in clause (a), (b), (c) or (d) above (if the Event of
Default under clause (d) is with respect to less than all series
of Debt Securities then outstanding) shall have occurred and be
continuing with respect to one or more series, either the Trustee
or the holders of at least 25% in principal amount of the Debt
Securities of such series then outstanding (each such series
voting as a separate class in the case of an Event of Default
under clause (a), (b) or (c) and all such series voting as one
class in the case of an Event of Default under clause (d)) may
declare the principal (or, in the case of original issue discount
Debt Securities, the portion thereof specified in the terms
thereof) of all outstanding Debt Securities of such series and
the interest accrued thereon, if any, to be due and payable
immediately and (2) if an Event of Default described in clause
(d) or (e) above (if the Event of Default under clause (d) is
with respect to all series of Debt Securities then outstanding)
shall have occurred and be continuing, either the Debt Trustee or
the holders of at least 25% in principal amount of all Debt
Securities then outstanding (voting as one class) may declare the
principal (or, in the case of original issue discount Debt
Securities, the portion thereof specified in the terms thereof)
of all Debt Securities then outstanding and the interest accrued
thereon, if any, to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past
defaults (except for defaults in the payment of principal of, or
premium or interest, if any, on such Debt Securities) may be
waived by the holders of a majority in principal amount of the
Debt Securities of such series (or of all series as the case may
be) then outstanding. (Sections 5.1 and 5.10. of the Debt
Indenture)
The holders of a majority in principal amount of the
outstanding J.P. Morgan Debt Securities of each series affected
(with each series voting as a separate class) shall have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee under the
applicable Indenture, subject to certain limitations specified in
the applicable Indenture, provided that the holders of J.P.
Morgan Debt Securities shall have offered to the Trustee
reasonable indemnity against expenses and liabilities.
(Sections 5.9 and 6.2(d) of the Indentures.) The Indentures
require the annual delivery by J.P. Morgan to the Trustee of a
written statement as to the absence of certain defaults under the
applicable Indenture. (Sections 3.5 of the Indentures.) Whenever
either Indenture provides for an action by, or the determination
of any of the rights of, or any distribution to, holders of J.P.
Morgan Debt Securities, in the absence of any provision to the
contrary in the form of J.P. Morgan Debt Security, any amount in
respect of any J.P. Morgan Debt Security denominated in a
currency other than U.S. dollars or in any currency unit shall
be treated as that amount of U.S. dollars that could be obtained
for such amount on such reasonable basis of exchange and as of
such date as J.P. Morgan specifies to the Trustee or in the
absence of such notice, as the Trustee may determine.
(Section 12.11 of the Subordinated Indenture and Section 11.11 of
the Debt Indenture.)
Modification of the Indentures; Waiver of Compliance
Each Indenture contains provisions permitting J.P. Morgan
and the Trustee, with the consent of the holders of not less than
a majority in principal amount of the respective J.P. Morgan
Debt Securities of all series affected by such modification or
waiver at the time outstanding (voting as one class), to modify
the Indenture or any supplemental indenture or the rights of the
holders of the respective J.P. Morgan Debt Securities, or waive
compliance by J.P. Morgan with any of its obligations
thereunder, provided that no such modification or waiver shall
(i) extend the final maturity of any respective J.P. Morgan Debt
Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or change
the currency or currency unit of payment thereof, or change the
method in which amounts of payments of principal or interest
thereon are determined, or reduce the portion of the principal
amount of an original issue discount J.P. Morgan Debt Security
due and payable upon acceleration of the maturity thereof or the
portion of the principal amount thereof provable in bankruptcy,
or reduce any amount payable upon redemption of any J.P. Morgan
Debt Security, or impair or affect the right of a holder to
institute suit for the payment thereof or, if the J.P. Morgan
Debt Securities provide therefor, any right of repayment at the
option of the holder of a J.P. Morgan Debt Security, without the
consent of the holder of each respective J.P. Morgan Debt
Security so affected or (ii) reduce the aforesaid percentage of
J.P. Morgan Debt Securities of any series, the consent of the
holders of which is required for any such modification, without
the consent of the holder of each J.P. Morgan Debt Security so
affected. (Sections 8.2 and 8.6. of the Indentures)
The Indentures also permit J.P. Morgan and the Trustee to
amend such Indenture in certain circumstances without the consent
of the holders of J.P. Morgan Debt Securities to evidence the
merger of J.P. Morgan, the replacement of the Trustee, to effect
modifications which do not affect any series of J.P. Morgan Debt
Security already outstanding, and for certain other purposes.
(Sections 8.1. of the Indentures)
Consolidations, Mergers and Sales of Assets
J.P. Morgan may not merge or consolidate with any other
corporation or sell or convey all or substantially all of its
assets to any Person, unless either J.P. Morgan shall be the
continuing corporation or the successor corporation shall be a
corporation organized under the laws of the United States or any
state thereof and shall expressly assume the payment of the
principal of and interest on the J.P. Morgan Debt Securities and
the performance and observance of all the covenants and
conditions of the Indenture binding upon J.P. Morgan, and J.P.
Morgan or such successor corporation shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in
default in the performance of any such covenant or condition.
(Articles Nine of the Indentures.)
Concerning the Trustee, Paying Agent, Registrar and Transfer
Agent
J.P. Morgan and its subsidiaries have normal banking
relationships with the Trustee, First Trust of New York, National
Association. First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005, will also be
the paying agent, registrar and transfer agent for any series of
J.P. Morgan Debt Securities.
Global J.P. Morgan Debt Securities
Any series of J.P. Morgan Debt Securities may be issued in
the form of one or more global certificates (the "Global Debt
Security") registered in the name of a depository or a nominee of
a depository (the "Depository"). Unless otherwise specified in
an applicable Prospectus Supplement, the Depository will be the
Depository Trust Company ("DTC"). The Corporation has been
informed by DTC that its nominee will be CEDE & CO. ("CEDE").
Accordingly, CEDE is expected to be the initial registered holder
of any series of J.P. Morgan Debt Securities. No person
acquiring an interest in such series of J.P. Morgan Debt
Securities (a "Holder") will be entitled to receive a certificate
representing such person's interest in the J.P. Morgan Debt
Securities except as set forth herein. Unless and until
definitive J.P. Morgan Debt Securities are issued under the
limited circumstances described herein, all references to actions
by Holders shall refer to actions taken by DTC upon instructions
from its Participants (as defined below), and all references
herein to payments and notices to Holders shall refer to payments
and notices to DTC or CEDE, as the registered holder of the J.P.
Morgan Debt Securities, as the case may be, for distribution to
Holders in accordance with the DTC procedures.
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 Section 17A of the 1934 Act. DTC was created to hold
securities for its participating organizations ("'Participants")
and to facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry,
thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations, and
may include certain other organizations. Indirect access to the
DTC system also is 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 ("Indirect Participants").
Holders that are not Participants or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of,
or other interests in, J.P. Morgan Debt Securities may do so only
through Participants and Indirect Participants. Under a book-
entry format, Holders may experience some delay in their receipt
of payments, since such payments will be forwarded by the agent
designated by J.P. Morgan to CEDE, as nominee for DTC. DTC will
forward such payments to its Participants, which thereafter will
forward them to Indirect Participants or Holders. It is
anticipated that CEDE, as nominee of DTC, will be the registered
holder of all of the J.P. Morgan Debt Securities. Holders will
not be recognized by either of the Trustees as registered holders
of the J.P. Morgan Debt Securities entitled to the benefits of
the relevant Indenture. Holders that are not Participants will
be permitted to exercise their rights as such only indirectly
through Participants.
Under the rules, regulations and procedures creating and
affecting DTC and its operations (the "Rules"), DTC will be
required to make book-entry transfers of J.P. Morgan Debt
Securities among Participants and to receive and transmit
payments to Participants. Participants and Indirect Participants
with which Holders have accounts with respect to the J.P. Morgan
Debt Securities similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of
their respective Holders.
Because DTC can only act on behalf of Participants, who in
turn act on behalf of Indirect Participants, and on behalf of
certain banks, trust companies and other persons approved by it,
the ability of a Holder to pledge J.P. Morgan Debt Securities to
persons or entities that do not participate in the DTC system, or
to otherwise act with respect to such J.P. Morgan Debt
Securities, may be limited due to the absence of physical
certificates for such J.P. Morgan Debt Securities.
DTC has advised J.P. Morgan that it will take any action
permitted to be taken by a Holder under the relevant Indenture
only at the direction of one or more Participants to whose
accounts with DTC the J.P. Morgan Debt Securities are credited.
The Global Debt Security shall be exchangeable for J.P.
Morgan Debt Securities registered in the names of persons other
than DTC or its nominee only if (i) DTC notifies J.P. Morgan
that it is unwilling or unable to continue as depository for such
Global Debt Security or if at any time DTC ceases to be a
clearing agency registered under the 1934 Act at a time when DTC
is required to be so registered to act as such depository or
(ii) J.P. Morgan executes and delivers to the Trustee a Company
Order that such Global Debt Security shall be so exchangeable.
Any Global Debt Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for J.P. Morgan Debt
Securities registered in such names as DTC shall direct.
Upon the occurrence of any event described in the
immediately preceding paragraph, DTC is generally required to
notify all Participants of the availability through DTC of
definitive J.P. Morgan Debt Securities. Upon surrender by DTC
of the Global Debt Security representing the J.P. Morgan Debt
Securities and instructions for registration, the Trustee will
reissue the J.P. Morgan Debt Securities as definitive J.P.
Morgan Debt Securities, and thereafter the Trustee will recognize
the holders of such definitive J.P. Morgan Debt Securities as
registered holders of J.P. Morgan Debt Securities entitled to
the benefits of the applicable Indenture.
The Global Debt Security may not be transferred except as a
whole by DTC with respect to such Global Debt Security to a
nominee of DTC or by a nominee of DTC to DTC or another nominee
of DTC or to a successor Depository appointed by the Corporation.
DTC may not sell, assign, transfer or otherwise convey any
beneficial interest in a Global Debt Security evidencing all or
part of the J.P. Morgan Debt Securities unless such beneficial
interest is an amount equal to an authorized denomination for the
J.P. Morgan Debt Securities.
DESCRIPTION OF DEBT WARRANTS
J.P. Morgan may issue Debt Warrants for the purchase of
J.P. Morgan Debt Securities. The Debt Warrants are to be issued
under warrant agreements (each a "Debt Warrant Agreement") to be
entered into between J.P. Morgan and Morgan Guaranty, as warrant
agent (the "Debt Warrant Agent"), all as set forth in the
Prospectus Supplement relating to the particular issue of Debt
Warrants (the "Offered Debt Warrants"). A copy of the Debt
Warrant Agreement, including the form of warrant certificate (the
"Debt Warrant Certificate") representing the Debt Warrants,
substantially in the form in which it will be executed, is filed
as an exhibit to the Registration Statement. Brief summaries of
the principal provisions of the Debt Warrant Agreement and the
Debt Warrant Certificates do not purport to be complete.
General
If Debt Warrants are offered, the Prospectus Supplement will
describe the terms of the Offered Debt Warrants, the Debt Warrant
Agreement relating to the Offered Debt Warrants and the Debt
Warrant Certificates representing the Offered Debt Warrants,
including the following: (1) the designation, aggregate principal
amount and terms of the J.P. Morgan Debt Securities purchasable
upon exercise of the Offered Debt Warrants; (2) if applicable,
the designation and terms of any related J.P. Morgan Debt
Securities with which the Offered Debt Warrants are issued and
the number of Offered Debt Warrants issued with each such J.P.
Morgan Debt Security; (3) if the J.P. Morgan Debt Securities
purchasable upon exercise of Offered Debt Warrants are
denominated in a currency other than U.S. dollars or in any
currency unit, the denomination of such J.P. Morgan Debt
Securities and the coin or currency or units based on or relating
to currencies (including ECU) in which the principal, premium, if
any, and interest on such J.P. Morgan Debt Securities will be
payable, which may be U.S. dollars based upon the exchange rate
for such other currency or currency unit existing on or about the
time a payment is due; (4) if applicable, the date on and after
which the Offered Debt Warrants and the related J.P. Morgan Debt
Securities will be separately transferable; (5) the principal
amount of J.P. Morgan Debt Securities purchasable upon exercise
of the Offered Debt Warrants and the price at which and coin or
currency or units based on or relating to currencies (including
ECU) in which such principal amount of J.P. Morgan Debt
Securities may be purchased upon such exercise; (6) the date on
which the right to exercise the Offered Debt Warrants shall
commence and the date (the "Expiration Date") on which such right
shall expire; (7) if the J.P. Morgan Debt Securities purchasable
upon exercise of Offered Debt Warrants are original issue
discount J.P. Morgan Debt Securities, a discussion of the
specific Federal income tax, accounting and other special
considerations applicable thereto; and (8) whether the Debt
Warrants represented by the Debt Warrant Certificates will be
issued in registered or bearer form.
Debt Warrant Certificates will be exchangeable for new Debt
Warrant Certificates of different denominations, may, if in
registered form, be presented for registration and transfer, and
may be exercised at the corporate trust office of the Debt
Warrant Agent or any other office indicated in the Prospectus
Supplement. Prior to the exercise of their Debt Warrants,
holders of Debt Warrants will not have any of the rights of
holders of the J.P. Morgan Debt Securities purchasable upon such
exercise and will not be entitled to payments of principal of,
premium, if any, or interest, if any, on the J.P. Morgan Debt
Securities purchasable upon such exercise.
Exercise of Debt Warrants
Each Offered Debt Warrant will entitle the holder to
purchase for cash such principal amount of J.P. Morgan Debt
Securities at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus
Supplement relating to the Offered Debt Warrants. Offered Debt
Warrants may be exercised at any time up to the close of business
on the Expiration Date set forth in the Prospectus Supplement
relating to the Offered Debt Warrants. After the close of
business on the Expiration Date (or such later date to which such
Expiration Date may be extended by J.P. Morgan), unexercised
Debt Warrants will become void.
Subject to any restrictions and additional requirements that
may be set forth in the Prospectus Supplement relating thereto,
Debt Warrants may be exercised by delivery to the Debt Warrant
Agent of the Debt Warrant Certificate evidencing such Debt
Warrants properly completed and duly executed and of payment as
provided in the Prospectus Supplement of the amount required to
purchase the J.P. Morgan Debt Securities purchasable upon such
exercise. The exercise price will be that price applicable on
the date of receipt of payment in full of the requisite amount of
funds, determined as set forth in the Prospectus Supplement
relating to the Offered Debt Warrants. Upon receipt of such
payment and such Debt Warrant Certificate at the corporate trust
office of the Debt Warrant Agent or any other office indicated in
the Prospectus Supplement, J.P. Morgan will, as soon as
practicable, forward the J.P. Morgan Debt Securities purchasable
upon such exercise. If less than all of the Debt Warrants
represented by such Debt Warrant Certificate are exercised, a new
Debt Warrant Certificate will be issued for the remaining Debt
Warrants.
DESCRIPTION OF SERIES PREFERRED STOCK
J.P. Morgan is authorized to issue up to 10,000,000 shares
of preferred stock without par value (the "Preferred Stock"),
which may be issued from time to time in one or more series with
such terms as are determined by resolution of the Board of
Directors. All shares of Series Preferred Stock, irrespective of
series, constitute one and the same class. See "Description of
Capital Stock." The following description of the terms of the
Series Preferred Stock sets forth certain general terms and
provisions of the Series Preferred Stock to which any Prospectus
Supplement may relate. Certain terms of any series of Series
Preferred Stock offered by any Prospectus Supplement will be
described in the Prospectus Supplement relating to such series of
Series Preferred Stock. If so indicated in the Prospectus
Supplement, the terms of any such series may differ from the
terms set forth below.
The Board of Directors is authorized to establish and
designate series and to fix the number of shares and the relative
rights, preferences and limitations of the respective series of
the Series Preferred Stock. The terms of a particular series of
Series Preferred Stock may differ, among other things, in (1) the
number of shares to constitute such series, (2) the dividend rate
(or the method of calculation) on the shares of such series, and
whether such dividends are cumulative, (3) whether or not the
shares of the series shall be redeemable and the terms thereof,
(4) the terms and amount of any sinking fund provided for the
purchase or redemption of the series, (5) whether or not the
shares of the series shall be convertible into, or exchangeable
for, cash or shares of any other series of Series Preferred Stock
or other securities of J.P. Morgan and the terms thereof,
(6) the amount per share payable on the shares of the series in
case of liquidation, dissolution or winding up of J.P. Morgan,
(7) the terms of voting rights, if any, of shares of the series,
(8) whether there are restrictions or conditions upon the issue
or reissue of any additional preferred stock ranking on a parity
with or prior to such series as to dividends or upon liquidation,
dissolution or winding up, and (9) the other rights and
privileges and any qualifications, limitations or restrictions of
such rights or privileges of such series. Unless otherwise
specifically set forth in the Prospectus Supplement relating to a
series of Series Preferred Stock, all series of Series Preferred
Stock shall be of equal rank, preference and priority as to
dividends and upon liquidation, dissolution or winding up of J.P.
Morgan; when the stated dividends are not paid in full, the
shares of all series of the Series Preferred Stock shall share
ratably in any payment thereof, and upon liquidation, dissolution
or winding up of J.P. Morgan, if assets are insufficient to pay
in full all shares of all series of Series Preferred Stock, then
such assets shall be distributed among the holders ratably.
As described under "Depositary Shares" below, J.P. Morgan
may, at its option, elect to offer depositary shares evidenced by
depositary receipts, each representing a fraction (to be
specified in the Prospectus Supplement relating to the particular
series of Series Preferred Stock) of a share of the particular
series of Series Preferred Stock issued and deposited with a
depositary, in lieu of offering full shares of such series of the
Series Preferred Stock.
Since J.P. Morgan is a holding company, the right of J.P.
Morgan, and hence the right of creditors and stockholders of J.P.
Morgan, to participate in any distribution of assets of any
subsidiary, upon its liquidation or reorganization or otherwise
is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of J.P. Morgan
itself as a creditor of the subsidiary may be recognized.
The brief description of the principal provisions of the
Series Preferred Stock set forth below does not purport to be
complete.
Dividend Rights
The holders of the Series Preferred Stock shall be entitled
to receive, but only when and as declared by the Board of
Directors out of funds legally available for that purpose, cash
dividends at the rates and on the dates set forth in the
Prospectus Supplement relating to a particular series of Series
Preferred Stock, and no more, payable quarterly (each, a
"Dividend Payment Date"), unless otherwise specified in the
Prospectus Supplement relating to a series of Series Preferred
Stock. Such rate may be fixed or variable. Each such dividend
will be payable to the holders of record as they appear on the
stock books of J.P. Morgan (or, if applicable, the records of
the Depositary referred to below under "Depositary Shares") on
such record dates as will be fixed by the Board of Directors of
J.P. Morgan or a duly authorized committee thereof. Dividends
payable on the Series Preferred Stock for any period less than a
full quarter will be computed on the basis of the actual number
of days elapsed over a 360 day year and for a period of a full
calendar quarter, will be computed on the basis of a 360 day year
consisting of twelve 30 day months. Unless otherwise specified
in the Prospectus Supplement relating to a series of Series
Preferred Stock, such dividends shall be payable from, and shall
be cumulative from, the date of original issue of each share, so
that if in any quarterly dividend period (being the period
between such dividend payment dates) dividends at the rate or
rates as described in the Prospectus Supplement relating to such
series of Series Preferred Stock shall not have been declared and
paid or set apart for payment on all outstanding shares of Series
Preferred Stock for such quarterly dividend period and all
preceding quarterly dividend periods from and after the first day
from which dividends are cumulative then the aggregate deficiency
shall be declared and fully paid or set apart for payment, but
without interest, before any dividends shall be declared or paid
or set apart for payment on the Common Stock by J.P. Morgan.
The cutting-off of dividends on Common Stock until the
arrearages have been paid or provided for, as outlined above, and such
rights, if any, to vote for the election of directors as may be
set forth in the Prospectus Supplement relating to a series of
Series Preferred Stock, shall be the only consequences of the
failure to declare or pay dividends on the Series Preferred
Stock. After payment in full of all dividend arrearages on the
Series Preferred Stock, dividends on the Common Stock may be
declared and paid out of funds legally available for that purpose
as the Board of Directors may determine.
Each series of the Series Preferred Stock will be entitled
to dividends as described in the Prospectus Supplement relating
to such series. Different series of the Series Preferred Stock
may be entitled to dividends at different dividend rates or based
upon different methods of determination.
Optional Redemption
J.P. Morgan may, at its option, at any time or from time to
time on not less than 30 and not more than 60 days' notice,
redeem one or more series of the Series Preferred Stock, in whole
or in part, at the redemption prices and on the dates set forth
in the Prospectus Supplement for the related series of Series
Preferred Stock.
Any optional redemption by J.P. Morgan shall be with the
approval of the appropriate bank regulatory authorities unless at
the time such approval is not required. At the date of this
Prospectus approval by the Federal Reserve Board is required.
If less than all the outstanding shares of a series of the
Series Preferred Stock are to be redeemed, the selection of the
shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors of J.P. Morgan or by
any other method which may be determined by the Board of
Directors to be equitable. From and after the redemption date
(unless default shall be made by J.P. Morgan in providing for
the payment of the redemption price), dividends shall cease to
accrue on the shares of such Series Preferred Stock called for
redemption and all rights of the holders thereof (except the
right to receive the redemption price) shall cease.
At the option of J.P. Morgan, shares of Series Preferred
Stock redeemed or otherwise acquired may be restored to the
status of authorized but unissued shares of Series Preferred
Stock.
Conversion or Exchange
The holders of the Series Preferred Stock will have such
rights, if any, to convert such shares into or to exchange such
shares for, cash or shares of any other series of Series
Preferred Stock of J.P. Morgan, as may be set forth in the
Prospectus Supplement relating to a series of Series Preferred
Stock.
Voting Rights
Except as indicated below or in the Prospectus Supplement
relating to a particular series of Series Preferred Stock, or
except as expressly required by applicable law, the holders of
the Series Preferred Stock will not be entitled to vote. In the
event that J.P. Morgan issues full shares of any series of
Series Preferred Stock, each such share will be generally
entitled to one vote on matters on which holders of such series
of the Series Preferred Stock are entitled to vote, irrespective
of such series' aggregate stated value, liquidation preference or
initial offering price. However, as more fully described under
"Depositary Shares" below, if J.P. Morgan elects to issue
Depositary Shares representing a fraction of a share of a series
of Series Preferred Stock, each such Depositary Share will, in
effect, be entitled to such fraction of a vote as shall be set
forth in the Prospectus Supplement relating to such series rather
than one vote, per Depositary Share.
If at the time of any annual meeting of stockholders for the
election of directors, the equivalent of six quarterly dividends
(whether or not consecutive) payable by J.P. Morgan on any other
series of Series Preferred Stock are in default, the number of
directors of J.P. Morgan will be increased by two and the
holders of record of all outstanding series of Series Preferred
Stock upon which like voting rights have been conferred, voting
as a single class without regard to series, will be entitled to
vote for the election of such additional two directors until all
dividends in default have been paid or declared and set apart for
payment.
So long as any shares of Series Preferred Stock remain
outstanding (except as may be otherwise specified in the
Certificate of Designation creating such Series Preferred Stock),
J.P. Morgan shall not, without the affirmative vote or consent
of the holders of at least two-thirds of the votes of the Series
Preferred Stock at the time outstanding and, entitled to vote,
given in person or by proxy, either in writing or by resolution
adopted at a meeting at which the holders of any series of Series
Preferred Stock (alone or together with the holders of one or
more other series of Series Preferred Stock at the time
outstanding and entitled to vote) voting separately as a class,
alter the provisions of the Series Preferred Stock so as to
materially adversely affect its rights; provided; however, that
in the event any such materially adverse alteration affects the
rights of only a single series of Series Preferred Stock, then
the alteration may be effected only with the vote or consent of
at least two-thirds of the votes of such series of Series
Preferred Stock; provided, further, that no such vote of any
series of Series Preferred Stock will be required to authorize an
increase in the amount of the authorized Series Preferred Stock
and/or the creation and issuance of other series of Series
Preferred Stock in accordance with J.P. Morgan's Restated
Certificate of Incorporation, as amended. In connection with the
exercise of the voting rights contained in the preceding
sentence, holders of all series of Series Preferred Stock which
are granted such voting rights shall vote as a class (except as
specifically provided otherwise).
The foregoing voting provisions will not apply if, in
connection with the matters specified, provision is made for the
redemption or retirement of all outstanding Series Preferred
Stock.
Under regulations adopted by the Federal Reserve Board, if
the holders of any series of Series Preferred Stock become
entitled to vote for the election of directors because dividends
on such series are in arrears, such series may then be deemed a
"class of voting securities" and a holder of 25% or more of such
series (or a holder of 5% or more if it otherwise exercises a
"controlling influence" over J.P. Morgan) may then be subject to
regulation as a bank holding company in accordance with the Bank
Holding Company Act of 1956, as amended. In addition, at such
time (i) any bank holding company may be required to obtain the
approval of the Federal Reserve Board under the Bank Holding
Company Act of 1956, as amended, to acquire or retain 5% or more
of any series of Series Preferred Stock and (ii) any person other
than a bank holding company may be required to obtain the
approval of the Federal Reserve Board under the Bank Change in
Control Act to acquire 10% or more of such series of Series
Preferred Stock.
Liquidation Rights
Upon any liquidation, dissolution or winding up of J.P.
Morgan, whether voluntary or involuntary, the holders of each
series of Series Preferred Stock shall have preference and
priority over the Common Stock for payment out of the assets of
J.P. Morgan or proceeds thereof, whether from capital or
surplus, of such amounts as are set forth in the Prospectus
Supplement relating to such series of Series Preferred Stock and,
after such payment, the holders of such series of Series
Preferred Stock shall be entitled to no other payments. If, in
such case, the assets of J.P. Morgan or proceeds thereof shall
be insufficient to make the full liquidating payment on such
series of Series Preferred Stock and liquidating payments on any
other outstanding series of Series Preferred Stock (including
accrued and unpaid dividends, if any), then such assets and
proceeds shall be distributed among the holders of such series of
Series Preferred Stock and any other outstanding series of Series
Preferred Stock, ratably in accordance with the respective
amounts which would be payable on all Series Preferred Stock
(including accrued and unpaid dividends, if any) if all such
liquidating amounts payable were paid in full. A consolidation
or merger of J.P. Morgan with or into any other corporation or
corporations or a sale, whether for cash, shares of stock,
securities or properties, of all or substantially all or any part
of the assets of J.P. Morgan shall not be deemed or construed to
be a liquidation, dissolution or winding up of J.P. Morgan.
Miscellaneous
Unless otherwise specified in the applicable Prospectus
Supplement, First Chicago Trust Company will serve as transfer
agent, dividend disbursing agent and registrar for any series of
Series Preferred Stock. The holders of any series of Series
Preferred Stock will not have any preemptive rights to purchase
or subscribe for any shares of any class or other securities of
any type of J.P. Morgan. When issued, each series of the Series
Preferred Stock will be fully paid and nonassessable. The
Certificate of Designation setting forth the provisions of any
series of Series Preferred Stock will become effective after the
date of the Prospectus Supplement relating to such series of
Series Preferred Stock, but on or before issuance of such series
of Series Preferred Stock.
DEPOSITARY SHARES
General
J.P. Morgan may, at its option, elect to offer fractional
shares of a particular series of Series Preferred Stock, rather
than full shares of such series of Series Preferred Stock. In
the event such option is exercised, J.P. Morgan will issue to
the public receipts for Depositary Shares, each of which will
represent a fraction (to be set forth in the Prospectus
Supplement relating to a particular series of Series Preferred
Stock) of a share of a particular series of Series Preferred
Stock as described below.
The shares of any series of Series Preferred Stock
represented by Depositary shares will be deposited under a
Deposit Agreement (the "Deposit Agreement") between J.P. Morgan
and a bank or trust company selected by J.P. Morgan having its
principal office in the United States and having a combined
capital and surplus of at least $50,000,000 (the "Depositary").
Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the
applicable fraction of a share of Series Preferred Stock
represented by such Depositary Share, to all the rights and
preferences of the Series Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights).
The Depositary Shares will be evidenced by depositary
receipts issued pursuant to the Deposit Agreement ("Depositary
Receipts"). Depositary Receipts will be distributed to those
persons purchasing the fractional shares of the particular series
of Series Preferred Stock in accordance with the terms of the
offering described in the related Prospectus Supplement. Copies
of the forms of the Deposit Agreement and Depositary Receipt are
filed as exhibits to the Registration Statement, and the
following summary is qualified in its entirety by reference to
such exhibits.
Pending the preparation of definitive engraved Depositary
Receipts, the Depositary may, upon the written order of J.P.
Morgan, issue temporary Depositary Receipts substantially
identical to (and entitling the holders thereof to all the rights
pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts
at J.P. Morgan's expense.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other
cash distributions received in respect of the particular series
of Series Preferred Stock to the record holders of Depositary
Shares relating to such Series Preferred Stock in proportion to
the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the
Depositary will distribute property received by it to the record
holders of Depositary Shares entitled thereto, unless the
Depositary determines that it is not feasible to make such
distribution, in which case the Depositary may, with the approval
of J.P. Morgan sell such property and distribute the net
proceeds from such sale to such holders.
Withdrawal of Stock
Upon surrender of Depositary Receipts at the corporate trust
office of the Depositary (unless the related Depositary Shares
have previously been called for redemption), the holder of the
Depositary Shares evidenced thereby is entitled to delivery at
such office to or upon his order, of the number of whole shares
of the related series of Series Preferred Stock and any money or
other property represented by such Depositary Shares. Holders of
Depositary Shares will be entitled to receive whole shares of the
related series of Series Preferred Stock on the basis set forth
in the related Prospectus Supplement for such series of Series
Preferred Stock, but holders of such whole shares of Series
Preferred Stock will not thereafter be entitled to receive
Depositary Shares therefor. If the Depositary Receipts delivered
by the holder evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole
shares of the related series of Series Preferred Stock to be
withdrawn, the Depositary will deliver to such holder at the same
time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
Redemption of Depositary Shares
If a series of Series Preferred Stock represented by
Depositary Shares is subject to redemption, the Depositary Shares
will be redeemed from the proceeds received by the Depositary
resulting from the redemption, in whole or in part, of such
series of Series Preferred Stock held by the Depositary. The
redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable
with respect to such series of the Series Preferred Stock.
Whenever J.P. Morgan redeems shares of Series Preferred Stock
held by the Depositary, the Depositary will redeem as of the same
redemption date the number of Depositary Shares representing
shares of the related series of Series Preferred Stock so
redeemed. If less than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected
by lot or pro rata as may be determined by the Depositary.
Voting the Series Preferred Stock
Upon receipt of notice of any meeting at which the holders
of the Series Preferred Stock are entitled to vote, the
Depositary will mail the information contained in such notice of
meeting to the record holders of the Depositary Shares relating
to such Series Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date
as the record date for the Series Preferred Stock) will be
entitled to instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of the Series Preferred
Stock represented by such holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote the
amount of the Series Preferred Stock represented by such
Depositary Shares in accordance with such instructions, and J.P.
Morgan will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to
do so. The Depositary will abstain from voting shares of the
Series Preferred Stock to the extent it does not receive specific
instructions from the holders of Depositary Shares representing
such Series Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary
Shares and any provision of the Deposit Agreement may at any time
be amended by agreement between J.P. Morgan and the Depositary.
However, any amendment which materially and adversely alters the
rights of the holders of Depositary Shares will not be effective
unless such amendment has been approved by the holders of at
least a majority of the Depositary Shares then outstanding. The
Deposit Agreement may be terminated by J.P. Morgan or the
Depositary only if (i) all outstanding Depositary Shares have
been redeemed or (ii) there has been a final distribution in
respect of the related series of Series Preferred Stock in
connection with any liquidation, dissolution or winding up of
J.P. Morgan and such distribution has been distributed to the
holders of Depositary Receipts.
Charges of Depositary
J.P. Morgan will pay all transfer and other taxes and
governmental charges arising solely from the existence of the
depositary arrangements. J.P. Morgan will pay charges of the
Depositary in connection with the initial deposit of the related
series of Series Preferred Stock and any redemption of such
Series Preferred Stock. Holders of Depositary Receipts will pay
transfer and other taxes and governmental charges and such other
charges as are expressly provided in the Deposit Agreement to be
for their accounts.
Resignation and Removal of Depositary
The Depositary may resign at any time by delivering to J.P.
Morgan notice of its election to do so, and J.P. Morgan may at
any time remove the Depositary, any such resignation or removal
to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment. Such successor Depositary
must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
Miscellaneous
The Depositary will forward all reports and communications
from J.P. Morgan which are delivered to the Depositary and which
J.P. Morgan is required to furnish to the holders of the related
series of Series Preferred Stock.
Neither the Depositary nor J.P. Morgan will be liable if it
is prevented or delayed by law or any circumstance beyond its
control in performing its obligations under the Deposit
Agreement. The obligations of J.P. Morgan and the Depositary
under the Deposit Agreement will be limited to performance in
good faith of their duties thereunder and they will not be
obligated to prosecute or defend any legal proceeding in respect
of any Depositary Shares or Series Preferred Stock unless
satisfactory indemnity is furnished. They may rely on written
advice of counsel or accountants, or information provided by
persons presenting Series Preferred Stock for deposit, holders of
Depositary Receipts or other persons believed to be competent and
on documents believed to be genuine.
DESCRIPTION OF PREFERRED STOCK WARRANTS
J.P. Morgan may issue Preferred Stock Warrants for the
purchase of a particular series of Series Preferred Stock or
Depositary Shares. The Preferred Stock Warrants are to be issued
under warrant agreements (each a "Preferred Stock Warrant
Agreement") to be entered into between J.P. Morgan and Morgan
Guaranty, as warrant agent (the "Preferred Stock Warrant Agent"),
all as set forth in the Prospectus Supplement relating to the
particular issue of Preferred Stock Warrants (the "Offered
Preferred Stock Warrants"). A copy of the Preferred Stock
Warrant Agreement, including the form of preferred stock warrant
certificate (the "Preferred Stock Warrant Certificate")
representing the Preferred Stock Warrants, substantially in the
form in which it will be executed, is filed as an exhibit to the
Registration Statement. Brief summaries of the principal
provisions of the Preferred Stock Warrant Agreement and Preferred
Stock Warrant Certificates do not purport to be complete.
General
If Preferred Stock Warrants are offered, the Prospectus
Supplement will describe the terms of the Offered Preferred Stock
Warrants, and the Preferred Stock Warrant Agreement relating to
the Offered Preferred Stock Warrants and the Preferred Stock
Warrant Certificates representing the Offered Preferred Stock
Warrants including the following:
(i) the designation, number of shares, stated value and
terms (including, without limitation, liquidation, dividend,
conversion and voting rights) of the series of Series Preferred
Stock or Depositary Shares purchasable upon exercise of Preferred
Stock Warrants and the price at which such number of shares of
Series Preferred Stock or Depositary Shares may be purchased upon
such exercise;
(ii) the date on which the right to exercise such Preferred
Stock Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire;
(iii) United States Federal income tax consequences
applicable to such Preferred Stock Warrants; and
(iv) any other terms of such Preferred Stock Warrants.
Preferred Stock Warrants for the purchase of Series
Preferred Stock or Depositary Shares will be offered and
exercisable for U.S. dollars only. Preferred Stock Warrants
will be issued in registered form only. The exercise price for
Preferred Stock Warrants will be subject to adjustment in
accordance with the applicable Prospectus Supplement.
Exercise of Preferred Stock Warrants
Each Preferred Stock Warrant will entitle the holder to
purchase for cash such number of shares (as applicable) of Series
Preferred Stock or Depositary Shares, at such exercise price as
shall in each case be set forth in, or calculable from, the
Prospectus Supplement relating to the Offered Preferred Stock
Warrants, which exercise price may be subject to adjustment upon
the occurrence of certain events as set forth in such Prospectus
Supplement. Offered Preferred Stock Warrants may be exercised at
any time up to the close of business on the Expiration Date set
forth in the Prospectus Supplement relating to the Offered
Preferred Stock Warrants. After the close of business on the
Expiration Date (or such later date to which such Expiration Date
may be extended by J.P. Morgan), unexercised Preferred Stock
Warrants will become void. The place or places where, and the
manner in which, Preferred Stock Warrants may be exercised shall
be specified in the Prospectus Supplement relating to such
Preferred Stock Warrants.
Prior to the exercise of any Preferred Stock Warrants to
purchase Series Preferred Stock or Depositary Shares, holders of
such Preferred Stock Warrants will not have any rights of holders
of the Series Preferred Stock or Depositary Shares purchasable
upon such exercise, including the right to receive payments of
dividends, if any, on the Series Preferred Stock or Depositary
Shares purchasable upon such exercise or to exercise any
applicable right to vote.
DESCRIPTION OF CURRENCY WARRANTS
The following description of the terms of the Currency
Warrants sets forth certain general terms and provisions of the
Currency Warrants to which any Prospectus Supplement may relate.
The particular terms of the Currency Warrants offered by any
Prospectus Supplement and the extent, if any, to which such
general provisions do not apply to the Currency Warrants so
offered will be described in the Prospectus Supplement relating
to such Currency Warrants.
Each issue of Currency Warrants will be issued under a
warrant agreement (each, a "Currency Warrant Agreement") to be
entered into between J.P. Morgan and Morgan Guaranty, as warrant
agent (the "Currency Warrant Agent"), all as described in the
Prospectus Supplement relating to such Currency Warrants. A copy
of the form of Currency Warrant Agreement, including the form of
currency warrant certificate (the "Currency Warrant Certificate")
representing the Currency Warrants, substantially in the form in
which it will be executed, is filed as an exhibit to the
Registration Statement. Brief summaries of the principal
provisions of the Currency Warrants and the Currency Warrant
Agreement do not purport to be complete.
General
J.P. Morgan may issue Currency Warrants either in the form
of Currency Put Warrants entitling the holders thereof to receive
from J.P. Morgan the cash settlement value in U.S. dollars or
other specified currency (together the "Payment Currency") of the
right to sell a specified amount of a specified foreign currency
or composite currency (the "Designated Currency") for a specified
amount of the Payment Currency, or in the form of Currency Call
Warrants entitling the holders thereof to receive from J.P.
Morgan the cash settlement value in the Payment Currency of the
right to purchase a specified amount of a Designated Currency for
a specified amount of the Payment Currency.
Unless otherwise provided in the applicable Prospectus
Supplement, the cash settlement value of an exercised Currency
Warrant will be an amount stated in U.S. dollars which, in the
case of a Currency Put Warrant, is the greater of (i) zero and
(ii) the amount computed by subtracting from a nominal amount of
U.S. dollars specified in the Prospectus Supplement (the "U.S.
Dollar Constant") an amount equal to the U.S. Dollar Constant
times a fraction, the numerator of which is the strike price set
forth in the applicable Prospectus Supplement and the denominator
of which is the spot exchange rate on the exercise date and, in
the case of a Currency Call Warrant, is the greater of (i) zero
and (ii) the amount computed by subtracting the U.S. Dollar
Constant from an amount equal to the U.S. Dollar Constant times
a fraction, the numerator of which is the strike price set forth
in the applicable Prospectus Supplement and the denominator of
which is the spot exchange rate on the exercise date. If the
cash settlement value is zero at the time of expiration of an
unexercised Currency Warrant, the Currency Warrant will expire
worthless.
Reference is hereby made to the Prospectus Supplement
relating to the particular issue of Currency Warrants offered
thereby for the terms of such Currency Warrants, including, where
applicable: (i) whether such Currency Warrants shall be Currency
Put Warrants, Currency Call Warrants, or both; (ii) the aggregate
amount of such Currency Warrants; (iii) the offering price of
such Currency Warrants; (iv) the Designated Currency, which
currency may be a foreign currency or a composite currency,
including ECU, and information regarding such currency or
composite currency; (v) the date on which the right to exercise
such Currency Warrants shall commence and the date on which such
right shall expire (the "Expiration Date"); (vi) the manner in
which such Currency Warrants may be exercised; (vii) the
circumstances which will cause the Currency Warrants to be deemed
automatically exercised; (viii) the minimum number, if any, of
such Currency Warrants exercisable at any one time and any other
restrictions on exercise; (ix) the method of determining the
amount payable in connection with the exercise of such Currency
Warrants, including the strike price or range of strike prices of
such Currency Warrants, the method of determining the spot
exchange rate and the U.S. Dollar Constant for such Currency
Warrants; (x) the national securities exchange on which such
Currency Warrants will be listed; (xi) whether such Currency
Warrants will, from the perspective of holders, be represented by
certificates or issued in book-entry form; (xii) the place or
places at which payment of the cash settlement value of such
Currency Warrants is to be made by J.P. Morgan, if applicable;
(xiii) information with respect to book-entry procedures, if any;
(xiv) the plan of distribution of the Currency Warrants; and (xv)
any other terms of such Currency Warrants.
Prospective purchasers of Currency Warrants should be aware
of special United States Federal income tax considerations
applicable to instruments such as the Currency Warrants. The
Prospectus Supplement relating to each issue of Currency Warrants
will describe such tax considerations.
Book-Entry Procedures and Settlement
Except as may otherwise be provided in the applicable
Prospectus Supplement, the Currency Warrants will be issued in
the form of a single global Currency Warrant Certificate,
registered in the name of a depository or its nominee. Holders
will not be entitled to receive definitive certificates
representing Currency Warrants. A holder's ownership of a
Currency Warrant will be recorded on or through the records of
the brokerage firm or other entity that maintains such holder's
account. In turn, the total number of Currency Warrants held by
an individual brokerage firm for its clients will be maintained
on the records of the depository in the name of such brokerage
firm or its agent. Transfer of ownership of any Currency Warrant
will be affected only through the selling holder's brokerage
firm.
Exercise of Currency Warrants
Unless otherwise specified in the applicable Prospectus
Supplement, each Currency Warrant will entitle the holder to the
cash settlement value of such Currency Warrant on the applicable
Exercise Date, in each case as such terms will be defined in the
applicable Prospectus Supplement.
Listing
Each issue of Currency Warrants will be listed on a national
securities exchange, subject only to official notice of issuance,
as a condition of sale of any such Currency Warrants. There can
be no assurance that such approval will be granted. In the event
that the Currency Warrants are delisted from, or permanently
suspended from trading on, such exchange, the Expiration Date for
such Currency Warrants will be the date such delisting or trading
suspension becomes effective and Currency Warrants not previously
exercised will be deemed automatically exercised on such
Expiration Date. The applicable Currency Warrant Agreement will
contain a covenant of J.P. Morgan not to seek delisting of the
Currency Warrants, or suspension of their trading, on such
exchange unless J.P. Morgan has, at the same time, arranged for
listing on another national securities exchange.
RISK FACTORS RELATING TO CURRENCY WARRANTS
Currency Warrants involve a high degree of risk, including
foreign exchange risks and the risk of expiring worthless.
Purchasers should be prepared to sustain a loss of some or all of
the purchase price of their Currency Warrants. Prospective
purchasers of the Currency Warrants should be experienced with
respect to options and option transactions and should reach an
investment decision only after careful consideration with their
advisers of the suitability of the Currency Warrants in light of
their particular financial circumstances, the information set
forth under "Description of Currency Warrants" herein and the
risk factors and information regarding the Currency Warrants and
the Designated Currency set forth in the Prospectus Supplement
relating to such Currency Warrants.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of J.P. Morgan consists of
500,000,000 shares of Common Stock, $2.50 par value, and
10,000,000 shares of Preferred Stock, no par value. At September
30, 1995, there were 200,677,173 shares outstanding of Common
Stock and 2,444,300 shares of Series A Adjustable Rate Cumulative
Preferred Stock and 50,000 shares each of Series B, C, D, E and F
Variable Cumulative Preferred Stock.
The brief summary of the principal provisions contained in
J.P. Morgan's Restated Certificate of Incorporation does not
purport to be complete.
COMMON STOCK
Subject to the prior rights of the Preferred Stock, holders
of J.P. Morgan Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of any
fund legally available therefor and upon liquidation, dissolution
or winding up to receive pro rata all of J.P. Morgan remaining
after provision has been made for the payments of creditors.
Under the Federal Reserve Act, there are legal restrictions
that limit the amount of dividends that Morgan Guaranty Trust
Company of New York ("Morgan Guaranty"), a subsidiary of J.P.
Morgan and a state member bank, can declare. The most
restrictive test requires approval of the Board of Governors of
the Federal Reserve System if dividends declared exceed the net
profits for that year as defined, combined with the net profits
for the preceding two years. The calculation of the amount
available for payment of dividends is based on net profits
determined in accordance with bank regulatory accounting
principles reduced by the amount of dividends declared. At
December 31, 1994, the cumulative retained net profits for the
years 1994 and 1993 available for distribution as dividends by
Morgan Guaranty in 1995 without approval of the Federal Reserve
Board amounted to approximately $1,440 million.
The Federal Reserve Board may prohibit the payment of
dividends if it determines that circumstances relating to the
financial condition of a bank are such that the payment of
dividends would be an unsafe and unsound practice. Delaware
banking law also places certain restrictions on the amount of
dividends that J.P. Morgan Delaware, a subsidiary of J.P.
Morgan and a Delaware state bank, can pay.
Voting Rights
Subject to the voting rights of the Preferred Stock, all
voting rights are vested in the holders of shares of J.P. Morgan
Common Stock, each share being entitled to one vote.
Preemptive Rights
Holders of J.P. Morgan Common Stock do not have any
preemptive rights to subscribe to any additional securities that
J.P. Morgan may issue.
Non-Assessability
Under Delaware law J.P. Morgan Common Stock is validly
issued, fully paid and non-assessable.
PREFERRED STOCK
General. The Preferred Stock, of which 10,000,000 shares
have been authorized, upon issuance has preference over the
Common Stock with respect to the payment of dividends and the
distribution of assets in the event of liquidation, dissolution
or winding up of J.P. Morgan and such other rights, preferences
and limitations as may be fixed by the Board of Directors.
Dividend provisions, liquidation preferences, voting rights, if
any, sinking fund and redemption provisions, if any, and
conversion and exchange provisions, if any, also will be fixed by
the Board of Directors. The shares of Series Preferred Stock
referred to in this Prospectus, when issued and paid for, will be
validly issued, fully paid and non-assessable.
Series A Preferred Stock
Adjustable Rate Cumulative Preferred Stock, Series A. In
March 1983, the Corporation issued 2,500,000 shares of the
Adjustable Rate Cumulative Preferred Stock, Series A (the "Series
A Preferred Stock") of which 2,444,300 shares are currently
outstanding. Dividends on the Series A Preferred Stock are
cumulative. If the equivalent of six quarterly dividends payable
on the Series A Preferred Stock are in arrears in an amount
equivalent to dividends for six full dividend periods (whether or
not consecutive), the number of directors of J.P. Morgan will be
increased by two and the holders of the outstanding Series A
Preferred Stock, voting together as a single class with holders
of shares of any other series preferred stock then outstanding
upon which like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional directors
(the holders of record of Series A Preferred Stock being entitled
to cast 1/10 of one vote) until all dividends in arrears have
been declared and paid or set apart for payment in full. In the
event of liquidation or dissolution, the holders of shares of
Series A Preferred Stock are entitled to receive a distribution
of $100 per share, plus, in each case, accrued and unpaid
dividends to the date of final distribution.
Except under certain circumstances, shares of Series A
Preferred Stock were not redeemable prior to March 1, 1986. On
or after such date and prior to February 29, 1988, shares of
Series A Preferred Stock were redeemable at the option of J.P.
Morgan, as a whole or in part, at a redemption price per share of
$103.00 and thereafter at $100 per share. The redemption price
set forth above with respect to Series A Preferred Stock will be
increased, in each case, by the amount of accrued and unpaid
dividends thereon to the date fixed for redemption.
Dividends on the Series A Preferred Stock are established
quarterly by a formula based on the interest rates of certain
actively traded U.S. Treasury obligations. In no event will the
quarterly dividends payable on the Series A Preferred Stock be
less than 5.00% or greater than 11.50% per annum.
Series B, C, D, E and F Preferred Stock
Variable Cumulative Preferred Stock, Series B, C, D, E and
F. In January 1990, as another series of series preferred stock,
J.P. Morgan issued $250 million, or 250,000 shares, of Variable
Cumulative Preferred Stock, Series B, C, D, E and F (the
"Variable Cumulative Preferred Stock") in five series of 50,000
shares each Series B, Series C, Series D, Series E and Series
F. These issues, priced at $1,000 per share, have contingent
voting rights and a liquidation preference of $1,000 per share,
plus accrued and unpaid dividends. Each of the five series is
identical except that the dividend rates and dividend payment
dates vary and separate auctions on different auction dates are
held by each series.
The shares of each of these series of Variable Cumulative
Preferred Stock are redeemable as a whole or in part (in units of
100 shares), except under certain conditions, at the option of
J.P. Morgan, at a redemption price of $1,000 per share plus an
amount equal to accrued and unpaid dividends.
Dividends on each series of Variable Cumulative Preferred
Stock are cumulative and are payable generally every 49 days,
subject to certain conditions. The dividend rates are set at a
rate per annum that is determined either by an auction conducted
on each such series of Variable Cumulative Preferred Stock on the
business day preceding the commencement of a subsequent dividend
period or by a remarketing. The rate for any dividend period is
subject to a maximum rate based upon the "AA" Composite
Commercial Paper Rate and the credit ratings of the Variable
Cumulative Preferred Stock in effect on a particular auction
date.
PLAN OF DISTRIBUTION
J.P. Morgan may sell the Securities being offered hereby
(i) through agents, (ii) through underwriters, (iii) through
dealers and (iv) directly to purchasers. J.P. Morgan may sell
the Series Preferred Stock, including any associated Depositary
Shares, the Preferred Stock Warrants or the Currency Warrants
being offered hereby through underwriters. Any such persons may
be customers of, engage in transactions with, or perform services
for, J.P. Morgan in the ordinary course of business.
Securities may be offered and sold through agents designated
by J.P. Morgan from time to time. Any such agent involved in
the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions
payable by J.P. Morgan to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment (ordinarily five
business days or less). Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act of
1933, as amended, of the Securities so offered and sold. Agents
may be entitled under agreements which may be entered into with
J.P. Morgan to indemnification by J.P. Morgan against certain
liabilities, including liabilities under the Securities Act of
1933, as amended.
If an underwriter or underwriters are utilized in the sale
of the Offered Securities, J.P. Morgan will execute an
underwriting agreement with such underwriter or underwriters at
the time an agreement for such sale is reached, and the names of
the specific managing underwriter or underwriters, as well as any
other underwriters, and the terms of the transaction, including
compensation of the underwriters and dealers, if any, will be set
forth in the Prospectus Supplement which will be used by the
underwriters to make resales of the Offered Securities in respect
of which this Prospectus is delivered to the public.
Underwriters will acquire Offered Securities for their own
account and may resell such Offered Securities from time to time
in one or more transactions, including negotiated transactions,
at fixed public offering prices or at varying prices determined
at the time of sale. Offered Securities may be offered to the
public either through underwriting syndicates represented by
managing underwriters, or directly by the managing underwriters.
The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by J.P. Morgan against certain
liabilities, including liabilities under the Securities Act of
1933, as amended. Only underwriters named in the Prospectus
Supplement are deemed to be underwriters in connection with the
Offered Securities offered thereby. If any underwriter or
underwriters are utilized in the sale of the Offered Securities,
the underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent and that
the underwriters with respect to a sale of Offered Securities
will be obligated to purchase all such Offered Securities if any
are purchased.
If a dealer is utilized in the sale of the Securities in
respect of which this Prospectus is delivered, J.P. Morgan will
sell such Securities to the dealer, as principal. The dealer may
then resell such Securities to the public at varying prices to be
determined by such dealer at the time of resale. Any such dealer
may be deemed to be an underwriter, as such term is defined in
the Securities Act of 1933, as amended, of the Securities so
offered and sold. Dealers may be entitled, under agreements
which may be entered into with J.P. Morgan, to indemnification
by J.P. Morgan against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The
name of the dealer and the terms of the transaction will be set
forth in the Prospectus Supplement relating thereto.
Offers to purchase Securities may be solicited directly by
J.P. Morgan and sales thereof may be made by J.P. Morgan
directly to institutional investors or others, who may be deemed
to be underwriters within the meaning of the Securities Act of
1933, as amended, with respect to any sale thereof. The terms of
any such sales will be described in the Prospectus Supplement
relating thereto.
If so indicated in the Prospectus Supplement, J.P. Morgan
will authorize agents and underwriters to solicit offers by
certain institutions to purchase Offered Securities from J.P.
Morgan at the public offering price set forth in the Prospectus
Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not
less than, and, unless J.P. Morgan otherwise agrees, the
aggregate principal amount of Securities sold pursuant to
Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of
J.P. Morgan.
Contracts will not be subject to any conditions except that
any related sale of Offered Securities to underwriters shall have
occurred and the purchase by an institution of the Offered
Securities covered by its Contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the
United States to which such institution is subject. A commission
indicated in the Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Offered
Securities pursuant to Contracts accepted by J.P. Morgan.
The place and time of delivery of the Offered Securities in
respect of which this Prospectus is delivered are set forth in
the accompanying Prospectus Supplement.
This Prospectus and related Prospectus Supplement may be
used by direct or indirect wholly-owned subsidiaries of J.P.
Morgan in connection with offers and sales related to secondary
market transactions in the Offered Securities. Such subsidiaries
may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the
time of a sale.
The offer and sale of the Offered Securities by an affiliate
of J.P. Morgan will comply with the requirements of Schedule E
("Schedule E") of the Bylaws of the National Association of
Securities Dealers, Inc. (the "NASD") regarding underwriting of
securities of an affiliate. Accordingly, an affiliate of J.P.
Morgan that is a member of the NASD may participate in a public
offering and sale of J.P. Morgan Debt Securities, Series
Preferred Stock or Depositary Shares if the offering is of a
class of securities rated investment grade by a nationally
recognized statistical rating organization. In addition, an
affiliate of J.P. Morgan that is a member of the NASD may
participate in any public offering and sale of the Offered
Securities, including without limitation Debt Warrants, Preferred
Stock Warrants and Currency Warrants, if the price at which an
equity issue is distributed to the public is no higher or the
yield at which a debt issue is distributed to the public is no
lower than that recommended by a "qualified independent
underwriter" (determined to be so qualified by the NASD prior to
commencement of such offering), in each case in compliance with
the provisions of Schedule E.
Each NASD member participating in offers and sales of the
Offered Securities will not execute a transaction in the Offered
Securities in a discretionary account without the prior written
specific approval of the member's customer.
Certain of the underwriters or agents and their associates
may be customers of, engage in transactions with, and perform
services for, J.P. Morgan in the ordinary course of business.
EXPERTS
The audited financial statements contained in J.P. Morgan's
Annual Report on Form 10-K for the year ended December 31, 1994,
(included in J.P. Morgan's Annual Report to Stockholders) are
incorporated by reference in this Prospectus in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
LEGAL OPINIONS
The validity of the Securities offered hereby will be passed
upon by Margaret M. Foran, Vice President and Assistant General
Counsel and Assistant Secretary of J.P. Morgan, and by Cravath,
Swaine & Moore, New York, New York, counsel for any underwriters,
selling agents and certain other purchasers. Ms. Foran owns or
has the right to acquire a number of shares of Common Stock of
J.P. Morgan equal to or less than 0.01% of the outstanding
Common Stock of J.P. Morgan.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of securities being registered, other than underwriting
compensation and related hedging costs, are as follows:
Securities and Exchange Commission Registration Fee $600,000
Legal Fees and Expenses. . . . . . . . . . . . . . 25,000*
NASD Fees . . . . . . . . . . . . . . . . . . . . 30,500
Accounting Fees and Expenses . . . . . . . . . . . 50,000*
Trustee s fees and expenses (including counsel fees) 20,000*
Blue Sky Fees and Expenses . . . . . . . . . . . . 15,500*
Rating Agency Fees . . . . . . . . . . . . . . . . 65,000*
Printing and Engraving Fees . . . . . . . . . . . 62,000*
Miscellaneous . . . . . . . . . . . . . . . . . . 22,000*
--------
Total . . . . . . . . . . . . $890,000
=======
- --------------------------
* Estimated
Item 15. Indemnification of Officers and Directors.
Article Seventh of the Restated Certificate of Incorporation
of J.P. Morgan & Co. Incorporated (the "Registrant") provides, in
effect, that, to the extent and under the circumstances permitted
by Section 145 of the General Corporation Law of Delaware, the
Registrant shall indemnify directors, officers, employees and
agents of the Registrant, or persons serving at the written
request of the Registrant as directors, officers, employees or
agents of another corporation or enterprise, including Morgan
Guaranty, against loss and expenses.
Subsection (a) of Section 145 of the General Corporation Law
of Delaware empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any
of the capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful
in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith. It also provides that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, and it empowers the
corporation to purchase and maintain insurance in such amounts as
the Board of Directors deems appropriate on behalf of a director,
officer, employee or agent of the corporation against any
liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such
liabilities under Section 145.
The indemnification permitted by Article Seventh of the Restated
Certificate of Incorporation of the Registrant has been extended to
all officers and directors of the Registrant's wholly owned direct
and indirect subsidiaries, and to such officers and directors in
their respective capacities as directors and officers of other
corporations 25% or more of the voting securities of which is
owned, directly or indirectly, by the Registrant. The Registrant
has purchased liability insurance of the type referred to in Section
145. Subject to a $250,000 deductible for each loss, the policy
covers the Registrant with respect to its obligation to indemnify
directors and officers of the Registrant and its wholly owned
direct and indirect subsidiaries. In addition, the policy covers
directors and officers of the Registrant and its wholly owned
direct and indirect subsidiaries with respect to certain
liabilities which are not reimbursable by the Registrant. Subject
to certain exclusions from the coverage, the insurance provides for
payment of loss in excess of the applicable deductible to an
aggregate limit of $90,000,000 for each policy year. Insurance
coverage does not extend to certain claims, including claims based
upon or attributable to the insured's gaining personal profit or
advantage in which he is not legally entitled, claims brought about
or contributed to by the dishonesty of the insured, and claims
under Section 16(b) of the Securities Exchange Act of 1934 for an
accounting of profits resulting from the purchase or sale by the
insured of the Registrant's securities.
Item 16. Exhibits.
1(a)(1)* Form of Underwriting Agreement (including form of Delayed
Delivery Contract) for Subordinated Debt.
1(a)(2)** Form of Underwriting Agreement (including form of Delayed
Delivery Contract) for Debt.
1(a)(3)+ Form of Underwriting Agreement for Series Preferred Stock,
Depositary Shares and Preferred Stock Warrants.
1(a)(4)+ Form of Underwriting Agreement for Currency Warrants.
1(b)(1)* Form of Purchase Agreement for Subordinated Debt.
1(b)(2)** Form of Purchase Agreement for Debt.
1(c)(1)* Form of Selling Agent Agreement for Subordinated Debt.
1(c)(2)** Form of Selling Agent Agreement for Debt.
1(d)(1) Form of Distribution Agreement for Medium-Term Notes.
3(a)++ Restated Certificate of Incorporation of J.P. Morgan & Co.
Incorporated, as amended.
3(b)+ By-Laws of J.P. Morgan & Co. Incorporated as amended
through December 11, 1991.
4(a)(1)* Indenture dated as of March 1, 1993, between J.P. Morgan &
Co. Incorporated and Citibank, N.A., as Trustee (now First
Trust of New York, National Association, as Successor
Trustee).
4(a)(2)** Indenture dated as of August 15, 1982, between J.P. Morgan
& Co. Incorporated and Chemical Bank (formerly Manufacturers
Hanover Trust Company), as Trustee (now First Trust of New
York, National Association, as Successor Trustee),
(incorporated herein by reference to J.P. Morgan's
Current Report on Form 8-K, dated February 7, 1986, filed
pursuant to Section 13 of the Securities and Exchange Act
of 1934 (the "Act")).
4(a)(3)** Form of First Supplemental Indenture dated as of May 5,
1986 between J.P. Morgan & Co. Incorporated and Chemical
Bank (formerly Manufacturers Hanover Trust Company),
as Trustee, (now First Trust of New York, National
Association, as Successor Trustee)(incorporated herein by
reference to J.P. Morgan's Current Report on Form 8-K,
dated August 13, 1986, filed pursuant to Section 13 of
the Act).
4(a)(4)+ Form of Certificate of Designations for Series Preferred
Stock.
4(a)(5)+ Form of Certificate for Shares of Series Preferred Stock.
4(a)(6)+ Form of Deposit Agreement.
4(a)(7)+ Form of Depositary Receipt of Depositary Shares (contained
as Exhibit A to Form of Deposit Agreement).
4(b)(1)* Form of Security (Subordinated Note).
4(b)(2)** Form of Security (Note).
4(c)(1)* Form of Security (Subordinated Debenture).
4(c)(2)** Form of Security (Debenture).
4(d)(1)* Form of Security (Discount Subordinated Security).
4(d)(2)** Form of Security (Discount Security).
4(e)(1)* Form of Security (Zero Coupon Subordinated Security).
4(e)(2)** Form of Security (Zero Coupon Security).
4(f)(1)* Form of Security (Extendible Subordinated Note).
4(f)(2)** Form of Security (Extendible Note).
4(g)* Form of Debt Warrant Agreement.
4(h)* Form of Debt Warrant (included as Exhibit A to form of
Warrant Agreement).
4(i)+ Form of Preferred Stock Warrant Agreement.
4(j)+ Form of Preferred Stock Warrant (included as Exhibit A to
form of Preferred Stock Warrant Agreement).
4(k)+ Form of Currency Warrant Agreement.
4(l)+ Form of Currency Warrant (included as Exhibit A to form of
Currency Warrant Agreement).
5 Opinion of Margaret M. Foran.
12.2++ Computation of Consolidated Ratio of Earnings to Fixed
Charges and Consolidated Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
23(a) Consent of Price Waterhouse LLP.
(b) Consent of Margaret M. Foran (included in Exhibit 5).
24 +++ Powers of Attorney.
25.1 Statement of Eligibility of Debt Trustee on Form T-1.
25.2 Statement of Eligibility of Subordinated Trustee on
Form T-1.
________________________________
* Previously filed as an exhibit to Registration Statement No. 33-45651
and incorporated by reference herein.
** Previously filed as an exhibit to Registration Statement No. 33-49049
and incorporated by reference herein.
+ Previously filed as an exhibit to Registration Statement No. 33-49775
and incorporated by reference herein.
++ Previously filed as an exhibit to Registration Statement No. 33-55851
and incorporated by reference herein.
+++ Previously filed.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement.
provided, however, that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the Securities offered herein, and the offering of
such Securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities and
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the Securities offered herein, and the
offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 of this
Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person, in connection with the Securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-3 and has duly caused this Amendment No. 1 to this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York
and State of New York, on this 7th day of December, 1995.
J.P. Morgan & Co. Incorporated
By: Margaret M. Foran/s/
------------------------------
(Margaret M. Foran
Vice President, Assistant
General Counsel and
Assistant Secretary)
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Amendment No. 1 to this Registration Statement
has been signed below by the following persons in the capacities
indicated.
Signature Title Date
- --------- ----- ----
Douglas A. Warner III*
(Douglas A. Warner III) Chairman of the Board, December 7, 1995
President and Director
(Principal Executive Officer)
Riley P. Bechtel*
(Riley P. Bechtel) Director December 7, 1995
Martin Feldstein*
(Martin Feldstein) Director December 7, 1995
Hanna H. Gray*
(Hanna H. Gray) Director December 7, 1995
James R. Houghton*
(James R. Houghton) Director December 7, 1995
James L. Ketelsen*
(James L. Ketelsen) Director December 7, 1995
William S. Lee*
(William S. Lee) Director December 7, 1995
Roberto G. Mendoza*
(Roberto G. Mendoza) Vice Chairman of the December 7, 1995
Board and Director
Lee R. Raymond*
(Lee R. Raymond) Director December 7, 1995
Richard D. Simmons*
(Richard D. Simmons) Director December 7, 1995
Kurt F. Viermetz*
(Kurt F. Viermetz) Vice Chairman of the Board December 7, 1995
and Director
Rodney B. Wagner*
(Rodney B. Wagner) Vice Chairman of the Board December 7, 1995
and Director
Dennis Weatherstone*
(Dennis Weatherstone) Retired Chairman of the December 7, 1995
Board and Director
Douglas C. Yearley*
(Douglas C. Yearley) Director December 7, 1995
John A. Mayer, Jr.*
(John A. Mayer, Jr.) Chief Financial Officer December 7, 1995
(Principal Financial and
Accounting Officer)
David H. Sidwell* Managing Director and December 7, 1995
(David H. Sidwell) Controller
(Principal Accounting Officer)
*By: Margaret M. Foran/s/ December 7, 1995
-------------------------------------
(Margaret M. Foran, Attorney-in-Fact)
Exhibit 1(d)(1)
J.P. Morgan & Co. Incorporated
$___,000,000
Medium-Term Notes,
Series A
Due from 9 months to
30
Years from Date of Issue
DISTRIBUTION AGREEMENT
December , 1995
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Dear Ladies and Gentlemen:
J.P. Morgan & Co. Incorporated, a Delaware corporation
(the "Company"), confirms its agreement with you with respect to
the issue and sale from time to time by the Company of its Medium-Term
Notes, Series A due from 9 months to 30 years from
date of issue (the "Securities") in an aggregate initial offering
price of up to $________ (or the equivalent thereof in one or
more foreign currencies or composite currencies)and agrees with you
(the Agent", which term shall include any additional agents
appointed pursuant to Section 13 hereof) as set forth in this
Agreement.
The Securities are to be issued pursuant to either (i)
an indenture dated as of August 15, 1982 and all indentures
supplemental thereto, including the First Supplemental Indenture
dated as of May 5, 1986, the ( Senior Indenture ), between the
Company and First Trust of New York, National Association, successor
to Chemical Bank (formerly Manufacturers Hanover Trust
Company), as trustee; or (ii) an indenture dated as of March 1,
1993 (the Subordinated Indenture ), between the Company and
First Trust of New York, National Association, successor to
Citibank, N.A., as trustee. The Senior Indenture and the
Subordinated Indenture are referred to collectively herein as the
Indentures or individually as the Indenture . All references
herein to the Trustee shall mean the trustee under either the
Senior Indenture or the Subordinated Indenture, as applicable.
On the basis of the representations and warranties
herein contained, but subject to the terms and conditions stated
herein and to the reservation by the Company of the right to sell
Securities directly to investors (other than broker-dealers) on
its own behalf, the Company hereby (i) appoints the Agent as the
exclusive agent of the Company for the purpose of soliciting and
receiving offers to purchase Securities from the Company by
others pursuant to Section 2(a) hereof and (ii) agrees that,
except as otherwise contemplated herein, whenever it determines
to sell Securities directly to the Agent as principal, it will
enter into a separate agreement (each such agreement a "Terms
Agreement"), substantially in the form of Exhibit A hereto,
relating to such sale in accordance with Section 2(b) hereof.
The Company has prepared and filed a registration
statement on Form S-3 (No. 33- ) in respect of the
Securities with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities
Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"). The
Company also has filed with, or proposes to file with, the
Commission pursuant to Rule 424 under the Securities Act
supplements to the prospectus included in the Registration
Statement that will describe certain terms of the Securities.
The Registration Statement, including the exhibits thereto, as
amended to the Commencement Date (as hereinafter defined) is
hereinafter referred to as the "Registration Statement" and the
prospectus in the form in which it appears in the Registration
Statement is hereinafter referred to as the "Basic Prospectus".
The Basic Prospectus as supplemented by the prospectus supplement
or supplements (each a "Prospectus Supplement") specifically
relating to the Securities in the form filed with, or transmitted
for filing to, the Commission pursuant to Rule 424 under the
Securities Act is hereinafter referred to as the "Prospectus".
Any reference in this Agreement to the Registration Statement,
the Basic Prospectus, any preliminary form of Prospectus (a
"preliminary prospectus") previously filed with the Commission
pursuant to Rule 424 or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Securities Act which
were filed under the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") on or before the date of this
Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be; and any
reference to "amend", "amendment" or "supplement" with respect to
the Registration Statement, the Basic Prospectus, any preliminary
prospectus or the Prospectus, including any supplement to the
Prospectus that sets forth only the terms of a particular issue
of the Securities (a "Pricing Supplement"), shall be deemed to
refer to and include any documents filed under the Exchange Act
after the date of this Agreement, or the date of the Basic
Prospectus, any preliminary prospectus or the Prospectus, as the
case may be, which are deemed to be incorporated by reference
therein.
1. Representations. The Company represents and
warrants to, and agrees with, the Agent as of the Commencement
Date (as hereinafter defined), as of each date on which the
Company accepts an offer to purchase Securities (including any
purchase by the Agent as principal pursuant to a Terms Agreement
or otherwise), as of each date the Company issues and sells
Securities and as of each date the Registration Statement or the
Basic Prospectus is amended or supplemented, as follows (it being
understood that such representations and warranties shall be
deemed to relate to the Registration Statement, the Basic
Prospectus and the Prospectus, each as amended or supplemented to
each such date): (i) each document filed or to be filed pursuant
to the Exchange Act and incorporated by reference in the
Prospectus complied or will comply when so filed in all material
respects with the Exchange Act and the applicable rules and
regulations thereunder, (ii) each part of the registration
statement (including the documents incorporated by reference
therein) filed with the Commission pursuant to the Securities Act
relating to the Securities, when such part became effective, did
not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) each
preliminary prospectus, if any, filed pursuant to Rule 424 under
the Securities Act complied when so filed in all material
respects thereunder, (iv) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Securities
Act and the applicable rules and regulations thereunder and (v) the
Registration Statement and the Prospectus do not contain and, as
amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; except that the above representations and warranties
do not apply to statements or omissions in the Registration
Statement, any preliminary prospectus or the Prospectus based
upon information furnished to the Company in writing by
the Agent expressly for use therein.
2. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. On the basis of the representations
and warranties herein contained, but subject to the terms and
conditions herein set forth, the Agent hereby agrees (severally
and not jointly, if pursuant to this Agreement, or pursuant to
any other agreement or for any reason, more than one firm is
considered to be an Agent hereunder) as agent of the Company, to
use its reasonable efforts to solicit offers to purchase the
Securities from the Company upon the terms and conditions set
forth in the Prospectus as amended or supplemented from time to
time.
The Company reserves the right, in its sole discretion,
to instruct the Agent to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase
Securities. Upon receipt of at least one business day's prior
notice from the Company, the Agent will suspend solicitation of
offers to purchase Securities from the Company until such time as
the Company has advised the Agent that such solicitation may be
resumed. If, for any reason, there is more than one Agent
hereunder, the Company may suspend and/or advise that solicitation
may be resumed with regard to any or all such Agents. During the
period of time that such solicitation is suspended, the Company
shall not be required to deliver any opinions, letters or certificates
in accordance with Sections 4(f), 4(g) and 4(h); provided that if
the Registration Statement or Prospectus is amended or supplemented
during the period of suspension (other than by an amendment or supplement
providing solely for a change in the interest rates, redemption provisions,
amortization schedules or maturities offered for the Securities
or for a change that the Agents deem to be immaterial),
the Agent shall not be required to resume soliciting offers to purchase
Securities until the Company has delivered such opinions, letters
and certificates as the Agent may reasonably request.
The Company agrees to pay the Agent, as consideration
for the sale of each Security resulting from a solicitation made
or an offer to purchase received by the Agent, a commission in
the form of a discount from the purchase price of such Security
in an amount not to exceed the following applicable percentage of
the principal amount of such Security sold:
Commission
(percentage of
aggregate
principal amount
Range of Maturities of Securities sold)
From 9 months to less than 1 year....... .125%
From 1 year to less than 18 months...... .150%
From 18 months to less than 2 years..... .200%
From 2 years to less than 3 years....... .250%
From 3 years to less than 4 years....... .350%
From 4 years to less than 5 years....... .450%
From 5 years to less than 6 years....... .500%
From 6 years to less than 7 years....... .550%
From 7 years to less than 10 years...... .600%
From 10 years to less than 15 years..... .625%
From 15 years to less than 20 years..... .700%
20 years to and including 30 years...... .750%
The Agent is authorize to solicit offers to purchase
Securities only in the principal amount of $1,000 (or, in the
case of Securities not denominated in U.S. dollars, the
equivalent thereof in the applicable foreign currency or
composite currency, rounded down to the nearest 1,000 units of
such foreign currency or composite currency) or any amount in
excess thereof which is an integral multiple of
$1,000(or, in the case of Securities not denominated in U.S. dollars,
1,000 units of such foreign currency or composite currency). The Agent shall
communicate to the Company, orally or in writing, each offer to
purchase Securities received by the Agent as agent that in its
judgment should be considered by the Company. The Company shall
have the sole right to accept offers to purchase the Securities
and may reject any such offer in whole or in part. The Agent
shall have the right, in its sole discretion, to reject any offer
to purchase Securities, as a whole or in part, that it considers
to be unacceptable and any such rejection shall not be deemed a
breach of its agreements herein contained. The procedural
details relating to the issue and delivery of Securities sold by
an Agent as agent and the payment therefor are set forth in the
Administrative Procedures (as hereinafter defined).
(b) Purchase as Principal. Each sale of Securities to
the Agent as principal shall be made in accordance with the terms
of this Agreement and (unless such Agent shall otherwise agree) a
Terms Agreement which will provide for the sale of such
Securities to, and the purchase thereof by, the Agent. A Terms
Agreement will be substantially in the form of Exhibit A hereto
but may take the form of an exchange of any standard form of
written telecommunication between the Agent and the Company and
may also specify certain provisions relating to the reoffering of
such Securities by the Agent. The commitment of the Agent to
purchase securities as principal, whether pursuant to any Terms
Agreement or otherwise, shall be deemed to have been made on the
basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein
and in the applicable Terms Agreement set forth. Each agreement
by the Agent to purchase Securities as principal (pursuant to a
Terms Agreement or otherwise) shall specify the principal amount
of Securities to be purchased by such Agent pursuant thereto, the
price to be paid to the Company for such Securities, the maturity
date of such Securities, the interest rate or interest rate
basis, if any, applicable to such Securities, any other terms of
such Securities, the time and date and place of delivery of and
payment for such Securities (the time and date of any and each
such delivery and payment, the "Time of Delivery"), any
provisions relating to rights of, and default by, underwriters
acting together with the Agent in the reoffering of Securities,
and shall also specify any requirements for opinions of counsel,
accountants' letters and officers' certificates pursuant to
Section 4 hereof. Unless otherwise specified in a Terms
Agreement, the procedural details relating to the issue and
delivery of Securities purchased by the Agent as principal and
the payment therefore shall be as set forth in the Administrative
Procedures.
(c) Obligations Several. The Company acknowledges that,
subject to the provisions of this Seciton 2, the Agent shall have
complete discretion as to the manner in which it solicits
purchasers for the Securities and as to the identity thereof. If
for any reason there is more than one Agent hereunder, the
Company acknowledges that the obligations of such
agents are several and not joint.
(d) Administrative Procedures. The Agent and the
Company agree to perform their respective duties and obligations
specifically provided to be performed in the Medium-Term Notes
Administrative Procedures (the "Administrative Procedures")
attached hereto as Exhibit B, as the same may be amended from
time to time. The Administrative Procedures may be amended only
by written agreement of the Company and the Agent.
3. Commencement Date. The documents required to be
delivered pursuant to Section 6 hereof on the Commencement Date
(as defined below) shall be delivered to the Agent at the offices
of J.P. Morgan & Co. Incorporated, 60 Wall Street, New York, New
York, at 11:00 a.m., New York City time, on the date of this
Agreement, which date and time of such delivery may be postponed
by agreement between the Agent and the Company but in no event
shall be later than the day prior to the date on which
solicitation of offers to purchase Securities is commenced or the
first date on which the Company accepts an offer by the Agent to
purchase Securities as principal (such time and date being
referred to herein as the "Commencement Date").
4. Covenants of the Company. The Company covenants
and agrees with the Agent:
(a) To furnish the Agent, without charge, a copy of
the Registration Statement including exhibits and materials,
if any, incorporated by reference therein and, during the
period mentioned in paragraph (c) below, as many copies of
the Prospectus, any documents incorporated by reference
therein and any supplements and amendments thereto as the
Agent may reasonably request. The terms supplement and
amendment or amend as used in this Agreement with
respect to the Registration Statement, Prospectus or
preliminary prospectus shall include all documents filed by
the Company with the Commission subsequent to the date of
the Basic Prospectus, pursuant to the Exchange Act, which
are deemed to be incorporated by reference in the Prospectus.
(b) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the Securities,
to furnish the Agent a copy of each such proposed amendment
or supplement.
(c) If at any time when a prospectus relating to the
Securities is required to be delivered under the Securities
Act, or in the opinion of counsel for the Agent the
Prospectus is required by law to be delivered with respect
thereto, any event shall occur as a result of which the
Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in
the light of the circumstances then existing, not misleading,
or if it is necessary to amend or supplement the
Prospectus to comply with law, forthwith at its own expense,
to amend or to supplement the Prospectus and to furnish such
amendment or supplement to the Agent, so as to correct such
statement or omission or effect such compliance.
(d) To endeavor to qualify the Securities for offer
and sale under the securities or Blue Sky laws of such
jurisdictions as the Agent shall reasonably request and to
pay all expenses (including fees and disbursements of
counsel) in connection with such qualification and in
connection with the determination of the eligibility of the
Securities for investment under the laws of such
jurisdictions as the Agent may designate.
(e) To make generally available to the Company's
securityholders as soon as practicable an earnings statement
covering a twelve month period beginning after the date of
the Distribution Agreement which shall satisfy the
provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder.
(f) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by
an amendment or supplement providing solely for a change in
the interest rates, redemption provisions, amortization
schedules or maturities offered on the Securities or for a
change the Agent deem to be immaterial) and each time the
Company sells Securities to the Agent as principal pursuant
to a Terms Agreement or other agreement and such Terms
Agreement or other agreement specifies the delivery of an
opinion under this Section 4(f) as a condition to the
purchase of Securities pursuant to such Terms Agreement or
other agreement, the Company shall furnish or cause to be
furnished forthwith to such Agent a written opinion of
Margaret M. Foran, Vice President, Assistant General Counsel
and Assistant Secretary of the Company, or other counsel for
the Company satisfactory to the Agent, dated the date of
such amendment or supplement, or the related Time of
Delivery relating to such sale, as the case may be, in form
satisfactory to such Agent, of the same tenor as the opinion
referred to in Section 6(b) hereof but modified to relate to
the Registration Statement and the Prospectus as amended and
supplemented to the date of such opinion, or, in lieu of
such opinion, counsel last furnishing such an opinion, may
furnish to the Agent a letter to the effect that the
Agent may rely on the opinion of such counsel which was last
furnished to the Agent to the same extent as though it were
dated the date of such letter (except that the statements in
such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended or
supplemented to date of delivery of such letter).
(g) That (1) annually and (2) each time the Company
sells Securities to such Agent as principal pursuant to a
Terms Agreement or other agreement and such Terms Agreement
or other agreement specifies the delivery of a letter under
this Section 4(g) as a condition to the purchase of
Securities pursuant to such Terms Agreement or other
agreement, then in each such case the Company shall cause
the independent certified public accountants who have
certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the
Registrations Statement forthwith to furnish the Agent a
letter, dated the date of such amendment or supplement or
the related Time of Delivery relating to such sale, as the
case may be, in form satisfactory to the Agent, of the same
tenor as the letter referred to in Section 6(d) hereof but
modified to relate to the Registration Statement and the
Prospectus as amended or supplemented to the date of such
letter with such changes as may be necessary to reflect such
amended or supplemented financial information included or
incorporated by reference in the Registration Statement or
the Prospectus as amended or supplemented, provided,
however, that, with respect to any financial information or
other matter, such letter may reconfirm as true and correct
at such date, as though made at and as of such date, rather
than repeat, statements with respect to such financial
information or other matter made in the letter referred to
in Section 6(d) hereof which was last furnished to such
Agent.
(h) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by
an amendment or supplement providing solely for a change in
the interest rates, redemption provisions, amortization
schedules or maturities offered on the Securities or for a
change the Agent deem to be immaterial), and each time the
Company sells Securities to the Agent as principal and the
applicable Terms Agreement or other agreement specifies the
delivery of a certificate under this Section 4(h) as a
condition to the purchase of Securities pursuant to such
Terms Agreement or other agreement, the Company shall
furnish or cause to be furnished forthwith to the Agent a
certificate signed by an officer of the Company, dated the
date of such amendment or supplement or the related Time of
Delivery relating to such sale, as the case may be, in form
satisfactory to the Agent, of the same tenor as the
certificates referred to in Section 6(e) but modified to
relate to the Registration Statement and the Prospectus as
amended and supplemented to the date of delivery of such
certificate or to the effect that the statements contained
in the certificate referred to in Section 6(e) hereof which
was last furnished to the Agent are true and correct at such
date as though made at an as of such date (except that such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented to
such date).
5. Costs and Expenses. The Company covenants and
agrees with the Agent that the Company will, whether or not any
sale of Securities is consummated, pay all costs and expenses
incident to the performance of its obligations hereunder and
under any applicable Terms Agreement, including without limiting
the generality of the foregoing, all costs and expenses:
(i) incident to the preparation, issuance, execution, authentication
and delivery of the Securities, including any expenses of the
Trustee, (ii) incident to the preparation, printing and filing
under the Securities Act of the Registration Statement, the
Prospectus and any preliminary prospectus (including in each case
all exhibits, amendments and supplements thereto), (iii) incurred
in connection with the registration or qualification and
determination of eligibility for investment of the Securities
under the laws of such jurisdictions as the Agent (or in
connection with any Terms Agreement, the applicable Agent) may
designate, (iv) in connection with the listing of the Securities
on any stock exchange, (v) related to any filing with National
Association of Securities Dealers, Inc., (vi) in connection with
the printing (including word processing and duplication costs)
and delivery of this Agreement, the Indenture, any Blue Sky
Memoranda and any Legal Investment Survey and the furnishing to
the Agent and dealers of copies of the Registration Statement and
the Prospectus, including mailing and shipping, as herein
provided and (vii) payable to rating agencies in connection with
the rating of the Securities.
6. Conditions. The obligations of the Agent, as
agent of the Company, at any time ("Solicitation Time") to
solicit offers to purchase the Securities, the obligation of the
Agent to purchase Securities as principal pursuant to any Terms
Agreement or otherwise, and the obligation of any other purchaser
to purchase Securities shall in each case be subject (1) to the
condition that all representations and warranties of the Company
herein and all statements of officer's of the Company made in any
certificate furnished pursuant to the provisions hereof are true
and correct (i) in the case of the Agent's obligation to solicit
offers to purchase Securities, at and as of such Solicitation
Time and (ii) in the case of the Agent's or any other purchaser's
obligation to purchase Securities, at and as of the time the
Company accepts the offer to purchase such Securities and, as the
case may be, at and as of the related Time of Delivery or time of
purchase; (2) to the condition that at or prior to such
Solicitation Time, time of acceptance, Time of Delivery or time
of purchase, as the case may be, the Company shall have complied
with all its agreements and all conditions on its part to be
performed or satisfied hereunder; and (3) to the following
additional conditions when and as specified:
(a) Prior to such Solicitation Time or corresponding
Time of Delivery or time of purchase, as the case may be no
stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such
purpose shall be pending before or threatened by the
Commission and there shall have been no material adverse
change (not in the ordinary course of business) in the
condition of the Company and its subsidiaries, taken as a
whole, from that set forth in the Registration Statement and
the Prospectus.
(b) On the Commencement Date, and in the case of a
purchase of Securities by the Agent as principal pursuant to
a Terms Agreement or otherwise, if called for by the
applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, Margaret M. Foran, Vice
President, Assistant General Counsel and Assistant Secretary
of the Company, shall have furnished to the Agent her
written opinion, dated the Commencement Date or Time of
Delivery, as the case may be, in form and substance
satisfactory to the Agent.
(c) On the Commencement Date, and in the case of a
purchase of Securities by an Agent as principal pursuant to
a Terms Agreement or otherwise, if called for by the
applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, Cravath, Swaine and Moore,
counsel to the Agent, shall have furnished to the Agent such
opinion or opinions, dated the Commencement Date or Time of
Delivery, as the case may be, with respect to the validity
of the Indenture, the Securities, the Registration
Statement, the Prospectus as amended or supplemented and
other related matters as the Agent may reasonably request,
and in each case such counsel shall have received such
papers and information as they may reasonably request to
enable them to pass upon such matters.
(d) On the Commencement Date, and in the case of a
purchase of Securities by an Agent as principal pursuant to
a Terms Agreement or otherwise, if called for by the
applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, the Company's independent
certified public accountants who have certified the
financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration
Statement and Prospectus, as then amended or supplemented,
shall have furnished to the Agent a letter, dated the
Commencement Date or Time of Delivery, as the case may be,
in form and substance satisfactory to the Agent, containing
statements and information of the type ordinarily included
in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial
information relating to the Company contained in or
incorporated by reference in the Registration Statement and
the Prospectus, as then amended or supplemented.
(e) On the Commencement Date, and in the case of a
purchase of Securities by the Agent as principal pursuant to
a Terms Agreement or otherwise, if called for by the
applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, the Agent shall have
received a certificate or certificates signed by an officer
of the Company, dated the Commencement Date or Time of
Delivery, as the case may be, to the effect set forth in
Section 6(a)above.
(f) On the Commencement Date and at each Time of
Delivery, the Company shall have furnished to the
Agent such further certificates, information and documents as the Agent
may reasonably request.
(g) There shall not have occurred any material outbreak or
escalation of hostilities or other national or international
calamity or crisis of such magnitude and severity in its effect
on the financial markets of the Untied States as, in the reasonable
judgment of the Agent, to prevent or materially to impair the
marketing, or enforcement of contracts for sale, of the Securities.
(h) Trading in securities generally on the New York
Stock Exchange shall not have been suspended or materially limited.
(i) A general moratorium on commercial banking activities
in the State of New York shall not have been declared by either
Federal or New York State authorities.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Agent and each person,
if any, who controls the Agent within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and
liabilities (including without limitation the legal fees and
other expenses incurred in connection with any suit, action or
proceeding or any claim asserted) caused by any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof or the Prospectus
(as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary
prospectus or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused
by any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with
information relating to the Agent furnished to the Company in
writing by such Agent expressly for use therein.
(b) The Agent agrees to indemnify and hold harmless
the Company, its directors, its officers who sign the
Registration Statement and each person who controls the Company
within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Agent, but only with
reference to information relating to the Agent furnished to the
Company in writing by the Agent expressly for use in the
Registration Statement, the Prospectus, any amendment or
supplement thereto, or any preliminary prospectus. If for any
reason there is more than one Agent hereunder, the Company
acknowledges that such Agents agreement under this Section 7(b)
is several and not joint.
(c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall
be brought or asserted against any person in respect of which
indemnity may be sought pursuant to either of the two preceding
paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the
"Indemnifying Person") in writing, and the Indemnifying Person,
upon request of the Indemnified Person, shall retain counsel
reasonably satisfactory to the Indemnified Person to represent
the Indemnified Person and any others the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses
of such counsel related to such proceeding. In any such
proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Person unless
(i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has
failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Person or (iii) the named parties
in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. It is understood that the Indemnifying Person
shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons. Any such separate firm for
the Agent and such control persons of the Agent shall be
designated in writing by the Agent and any such separate firm for
the Company, its directors, its officers who sign the
Registration Statement and such control persons of the Company
shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify any Indemnified Person
from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in
paragraphs (a) or (b) this Section 7 is unavailable to an
Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to herein in connection
with any offering of Securities, then each Indemnifying Person
under such paragraph, in lieu of indemnifying such Indemnified
Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the
one hand and the Agent on the other from the offering of the
Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on
the one hand and the Agent on the other in connection with the
statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on
the one hand and the Agent on the other in connection with the
offering of such Securities shall be deemed to be in the same
respective proportion as the net proceeds from the offering of
such Securities (before deducting expenses) received by the
Company and the total discounts and commissions received by the
Agent in respect thereof bear to the aggregate offering price of
such Securities. The relative fault of the Company on the one
hand and of the Agent on the other shall be determined by
reference to, among other things, whether the untrue or alleged
statement of a material fact or the omission or alleged untrue
statement of a material fact relates to information supplied by
the Company on the one hand or by the Agent on the other and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Agent agree that it would not be
just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation or by any
other method of allocation that does not take account of the
equitable considerations referred to above in this
subsection (d). The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities
referred to above in this Section 7 shall be deemed to include,
subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Person in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event
shall the Agent be required to contribute any amount in excess of
the amount by which the total price at which the Securities
referred to in Section 7(d) that were sold by or through the
Agent exceeds the amount of any damages that the Agent has
otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. If for any reason
there is more than one Agent hereunder, the obligation of each such Agent to
contribute pursuant to this subsection 7(d) is several (in the
proportion that the principal amount of the Securities the sale
of which by or through such Agent gave rise to such losses,
claims, damages or liabilities bears to the aggregate principal
amount of the Securities the sale of which by or through any
Agent gave rise to such losses, claims, damages or liabilities)
and is not joint.
(e) The indemnity and contribution agreements
contained in this Section 7 are in addition to any liability
which the Indemnifying Persons may otherwise have to the
Indemnified Persons referred to above.
8. Termination. This Agreement may be terminated at
any time by the Company or by the Agent, in each case upon the
giving of written notice of such termination to each other party
hereto. Any Terms Agreement shall be subject to termination in
the absolute discretion of the Agent on the terms set forth or
incorporated by reference therein. The termination of this
Agreement shall not require termination of any agreement by the
Agent to purchase Securities as principal (whether pursuant to a
Terms Agreement or otherwise) and the termination of such an
agreement shall not require termination of this Agreement. In
the event this Agreement is terminated,(x) and in the event there
is more than one Agent hereunder, this Agreement shall remain in
full force and effect with respect to any Agent as to which such
termination has not occurred,(y) this Agreement shall remain in
full force and effect with respect to the rights and obligations
of any party which have previously accrued or which relate to
Securities which are already issued, agreed to be issued or the
subject of a pending offer at the time of such termination and
(z) in any event, the provisions of the fourth paragraph of
Section 2(a), Section 2(c),4(c) and Sections 4(e), 5, 7, 9, 10,
12 and 15 shall survive; provided that if at the time of
termination an offer to purchase Securities has been accepted by
the Company but the time of delivery to the purchaser or its
agent of such Securities has not yet occurred, the provisions of
Sections 2(b), 2(d), 4(b) through 4(d), 4(f) through 4(h) and 6
shall also survive. If any Terms Agreement is terminated, the
provisions of Section 4(c) and Sections 2(b), 2(d), 4(b), 4(d),
4(f) through 4(h), 5, 6, 7, 9, 10, 12 and 15 (which shall have
been incorporated by reference in such Terms Agreement) shall
survive.
9. Position of the Agents. The Agent, in soliciting
offers to purchase Securities from the Company and in performing
the other obligations of such Agent hereunder (other than in
respect of any purchase by an Agent as principal, pursuant to a
Terms Agreement or otherwise), is acting solely as agent for the
Company and not as principal and does not assume any obligation
towards or relationship of agency or trust with any purchaser of
Securities. The Agent will make reasonable efforts to assist the
Company in obtaining performance by each purchaser whose offer to
purchase Securities from the Company was solicited by the Agent
and has been accepted by the Company, but the Agent shall not
have any liability to the Company in the event such purchase is
not consummated for any reason. If the Company shall default on
its obligation to deliver Securities to a purchaser whose offer
it has accepted, the Company shall (i) hold the Agent harmless
against any loss, claim, damage or liability arising from or as a
result of such default by the Company and (ii) notwithstanding
such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such
sale.
10. Representations and Indemnities to Survive. The
respective indemnities and contribution agreements,
representation, warranties and other statements of the Company,
its officers and the Agent set forth in or made pursuant to this
Agreement or any agreement by the Agent to purchase Securities as
principal shall remain in full force and effect regardless of any
termination of this Agreement or any such agreement, any
investigation made by the Agent or any controlling person of the
Agent, or the Company, or any officer or director or any
controlling person of the Company, and shall survive each
delivery of and payment for any of the Securities.
11. Notices. Except as otherwise specifically
provided herein or in the Administrative Procedures, all
statements, requests, notices and advices hereunder shall be in
writing and effective only on receipt, and will be delivered by
hand, by mail (postage prepaid), by telegram (charges prepaid) or
by telex. Communications to the Agents will be sent, in the case
of J.P. Morgan Securities Inc., to 60 Wall Street, New York, New
York 10260 (Telex: RCA 232194) Attention: Medium-Term Note
Department and, if sent to the Company, to it at 60 Wall Street,
New York, New York, 10260 (Telex: ________); Attention:
_______________.
12. Successors. This Agreement and any Terms
Agreement shall be binding upon, and inure solely to the benefit
of, the Agent and the Company, and their respective successors
and the officers, directors and controlling persons referred to
in Section 7 and (to the extent expressly provided in Section 6)
the purchasers of Securities, and no other person shall acquire
or have any right or obligation under or by virtue of this
Agreement or any Terms Agreement.
13. Amendments. This Agreement may be amended or
supplemented if, but only if, such amendment or supplement is in
writing and is signed by the Company and the Agent; provided that
the Company may from time to time, on 7 days prior written notice
to the Agents but without the consent of any Agent, amend this
Agreement to add as a party hereto one or more additional firms
registered under the Exchange Act, whereupon each such firm shall
become an Agent hereunder on the same terms and conditions as the
other Agents that are parties hereto. The Agent shall sign any
amendment or supplement giving effect to the addition of any such
firm as an Agent under this
Agreement.
14. Business Day. Time shall be of the essence in
this Agreement and any Terms Agreement. As used herein, the term
"business day" shall mean any day which is not a Saturday or
Sunday or legal holiday or a day on which banks in New York City
are required or authorized by law or executive order to close.
15. Applicable Law. This Agreement and any Terms
Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to the
conflict of laws provisions thereof.
16. Counterparts. This Agreement and any Terms
Agreement may be signed in counterparts, each of which shall be
an original, and all of which together shall constitute one and
the same instrument.
17. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed a part of this Agreement.
If the foregoing is in accordance with your
understanding, please sign and return to us ____ counterparts
hereof, whereupon this letter and the acceptance by you thereof
shall constitute a binding agreement between the Company and you
in accordance with its terms.
Very truly yours,
J.P. Morgan & Co. Incorporated
By: __________________________
Accepted in New York, New York,
as of the date first above written:
J.P. Morgan Securities Inc.
By: ________________________
Name:
Title:
Exhibit A
J.P. Morgan & Co. Incorporated
MEDIUM TERM NOTES, SERIES A
TERMS AGREEMENT
____________, 19__
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260
Attention: ___________________
Re: Distribution Agreement dated as of , 1995
(the "Distribution Agreement")
---------------------------------------------------
The undersigned agrees to purchase your Medium-Term Notes,
Series A having the following terms:
Specified Currency:__________________________________
Principal Amount:____________________________________
Original Issue Date:_________________________________
Settlement Date, Time
and Place:________________________________________
Maturity Date:_______________________________________
Purchase Price: ____% of Principal Amount, plus accrued
interest, if nay, from Settlement Date
Price to Public: ____% of Principal Amount, plus accrued
interest, if any, from Settlement Date
Redemption Date (Dates): , commencing
Initial Redemption Price:
Annual Redemption Price decrease:
Repayment Date (Dates):
Repayment Price:
Initial accrual period OID:
Original Yield to Maturity
[(For Fixed Rate Notes)
Interest Rate:________________________
Applicability of modified payment
upon acceleration:
If yes, state issue price:
Amortization schedule: ]
[(For Floating Rate Notes)
Initial Interest Rate:____________________
Interest Rate Basis (Commercial Paper, LIBOR,
Treasury, ___________) : __________________
Index Maturity (30, 60, 90 days, 6 months, 1 year,
other): __________________________
Interest Reset Period (monthly, quarterly,
semiannually, annually): ____________________
Interest Payment Period (monthly, quarterly,
semiannually, annually): ____________________
Spread: _________________ points (+/-)
Spread Multiplier: ______________%
Maximum Interest Rate: __________%
Minimum Interest Rate: __________%
Initial Interest Reset Date:_____________________
Interest Reset Dates:____________________________
Interest Determination Dates:____________________
Interest Payment Dates:__________________________
Calculation Agent: ]
Other terms of Securities:
Provisions relating to underwriter
default, if any:
The provisions of Sections 1, 2(b) and 2(d) and 4
through 7, 10, 11, 12 and 15 of the Distribution Agreement and
the related definitions are incorporated by reference herein and
shall be deemed to have the same force and effect as if set forth
in full herein.
This Agreement is subject to termination in our
absolute discretion on the terms incorporated by referenced
herein. If this Agreement is so terminated, the provisions set
forth in the last sentence of Section 8 of the Distribution
Agreement shall survive for the purpose of this Agreement.
[The certificate referred to in Section 4(h) of the
Distribution Agreement, the opinion referred to in Section 4(f)
of the Distribution Agreement and the accountants' letter
referred to in Section 4(g) of the Distribution will be
required.]
J.P. Morgan Securities Inc.
By:_________________________
(Title)
Accepted:
J.P.Morgan & Co. Incorporated
By:________________________
(Title)
Exhibit 5
[Letterhead of J.P. Morgan & Co. Incorporated]
December 7, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: J. P. Morgan & Co. Incorporated
Amendment No. 1 to the
Registration Statement on Form S-3
File No. 33-64193
----------------------------------
Dear Sir or Madame:
I am a Vice President, Assistant General Counsel and
Assistant Secretary of J. P. Morgan & Co. Incorporated, a
Delaware corporation ("J. P. Morgan") and in such capacity am
acting as counsel in connection with J. P. Morgan's Amendment No.
1 to the Registration Statement on Form S-3 (the "Registration
Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act") with respect to $1,740,000,000 aggregate amount of Debt
Securities, Warrants to Purchase Debt Securities, Series
Preferred Stock, Preferred Stock and Depositary Share Warrants
("Preferred Stock Warrants"), Depositary Shares and Currency
Warrants (the "Registration Statement"). Capitalized terms not
defined herein have the meaning given to them in the Registration
Statement.
The Depositary Shares are issuable under a deposit
agreement (the "Deposit Agreement") between J. P. Morgan and
Morgan Guaranty Trust Company of New York.
I have examined such documents and made such other
investigations as I have deemed necessary or advisable for
purposes of this opinion. Based thereon, I am of the opinion
that:
1. J. P. Morgan is a corporation duly organized and
validly existing under the laws of the State of
Delaware.
2. The Warrants to Purchase Debt Securities, when duly
authorized, executed, countersigned and delivered
against payment therefor, will be legally issued and
will constitute binding obligations of J. P. Morgan in
accordance with their terms.
3. The Debt Securities, when duly authorized, executed,
authenticated and delivered against payment therefor or
upon receipt of the exercise price of the Warrants to
Purchase Debt Securities, will be legally issued and
will constitute binding obligations of J. P. Morgan in
accordance with their terms.
4. The shares of Series Preferred Stock have been duly and
validly authorized and reserved for issuance and, when
issued, executed and paid for as contemplated in the
Registration Statement or upon receipt of the exercise
price of the Preferred Stock Warrants, will be validly
issued, fully paid and nonassessable.
5. The Depositary Shares have been duly authorized by
J. P. Morgan and, when the Registration Statement
becomes effective under the Act, when the Deposit
Agreement has been duly authorized, executed and
delivered by the Depositary, and when the Depositary
Shares have been duly executed, issued and paid for in
accordance with the terms and provisions of the Deposit
Agreement and as contemplated in the Registration
Statement, the Depositary Shares will be validly
issued, fully paid and nonassessable.
6. The Preferred Stock Warrants, when duly authorized,
executed, countersigned and delivered against payment
thereof will be legally issued and will constitute
binding obligations of J. P. Morgan in accordance with
their terms.
7. The Currency Warrants, when duly authorized, executed,
countersigned and delivered against payment thereof,
will be legally issued and will constitute binding
obligations of J. P. Morgan in accordance with their
terms.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. I also consent to the use
of my name under the caption "Legal Opinion's" in the Prospectus
contained in the Registration Statement
Very truly yours,
Margaret M. Foran/s/
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement
on Form S-3 (no. 33-64193) of our report dated January 11, 1995 appearing
on page 41 of J.P. Morgan & Co. Incorporated's Annual
Report on Form 10-K for the year ended December 31, 1994
(included in J.P. Morgan & Co. Incorporated's Annual Report
to Stockholders). We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP/s/
New York, New York
December 7, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
David K. Leverich, Vice President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2502
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 36-2625764
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority
to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust of
New York, National Association, incorporated herein by
reference to Exhibit 1 of Form T-1, Registration No. 33-
83774.
Exhibit 2. Certificate of Authority to Commence Business for
First Trust of New York, National Association, incorporated herein by
reference to Exhibit 2 of Form T-1, Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate
trust powers for First Trust of New York, National Association,
incorporated herein by reference to Exhibit 3 of FormT-1,
Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National
Association, Incorporated herein by reference to Exhibit
4 of Form T-1, Registration No. 33-55851.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association, required by Section 321(b) of the Act,
incorporated herein by reference to Exhibit 6 of Form T-
1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New
York, National Association, as of the close of business on
June 30, 1995, published pursuant to law or the
requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, First Trust of New York, National
Association, a national banking association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of
New York, on the 14th day of November, 1995.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/David K. Leverich
David K. Leverich
Vice President
Exhibit 7
First Trust of New York, N. A.
Statement of Financial Condition
As of 6/30/95
($000's)
6/30/95
Assets
Cash and Due From Depository Institutions $25,060
Federal Reserve Stock 3,150
Fixed Assets 828
Intangible Assets 69,700
Other Assets 6,623
Total Assets $105,361
Liabilities
Other Liabilities 1,096
Total Liabilities 1,096
Equity
Common and Preferred Stock 1,000
Surplus 104,000
Undivided Profits (735)
Total Equity Capital 104,265
Total Liabilities and Equity Capital $105,361
To the best of the undersigned's determination, as of this date the
above financial information is true and correct.
First Trust of New York, N. A.
By:/s/ David K. Leverich
Vice President
Date: November 14, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
David K. Leverich, Vice President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2502
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 36-2625764
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260
(Address of principal executive offices) (Zip Code)
SUBORDINATED DEBT SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority
to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust of
New York, National Association, incorporated herein by
reference to Exhibit 1 of Form T-1, Registration No. 33-
83774.
Exhibit 2. Certificate of Authority to Commence Business for
First Trust of New York, National Association, incorporated herein by
reference to Exhibit 2 of Form T-1, Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate
trust powers for First Trust of New York, National Association,
incorporated herein by reference to Exhibit 3 of FormT-1,
Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National
Association, Incorporated herein by reference to Exhibit
4 of Form T-1, Registration No. 33-55851.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association, required by Section 321(b) of the Act,
incorporated herein by reference to Exhibit 6 of Form T-
1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New
York, National Association, as of the close of business on
June 30, 1995, published pursuant to law or the
requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, First Trust of New York, National
Association, a national banking association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New
York, on the 14th day of November, 1995.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/David K. Leverich
David K. Leverich
Vice President
Exhibit 7
First Trust of New York, N. A.
Statement of Financial Condition
As of 6/30/95
($000's)
6/30/95
Assets
Cash and Due From Depository Institutions $25,060
Federal Reserve Stock 3,150
Fixed Assets 828
Intangible Assets 69,700
Other Assets 6,623
Total Assets $105,361
Liabilities
Other Liabilities 1,096
Total Liabilities 1,096
Equity
Common and Preferred Stock 1,000
Surplus 104,000
Undivided Profits (735)
Total Equity Capital 104,265
Total Liabilities and Equity Capital $105,361
To the best of the undersigned's determination, as of this date the
above financial information is true and correct.
First Trust of New York, N. A.
By:/s/ David K. Leverich
Vice President
Date: November 14, 1995
