Filed pursuant to Rule 424(b)(2).
Registration Statement No. 33-55851.
Prospectus Supplement
(To Prospectus dated November 10, 1994)
J.P. Morgan & Co. Incorporated
$500,000,000
6.20% Notes due May 13, 1996
Interest payable November 13 and May 13
Interest on the 6.20% Notes due May 13, 1996 (the "Notes") is payable
semi-annually in arrears on November 13, 1995 and May 13, 1996. The
Notes will mature on May 13, 1996 and are not redeemable prior to
their stated maturity. See "Description of the Notes".
The Notes will be represented by Global Securities registered in the
name of the nominee of The Depository Trust Company, which will act
as the Depository. Interests in the Notes represented by Global
Securities will be shown on, and transfers thereof will be effected
only through, records maintained by the Depository and its direct and
indirect participants. Except as described herein, Notes in
definitive form will not be issued. Settlement for the Notes will be
made in immediately available funds. The Notes will trade in the
Depository's Same-Day Funds Settlement System and secondary market
trading activity for the Notes will therefore settle in immediately
available funds. All payments of principal and interest will be made
by the Company in immediately available funds or the equivalent. See
"Description of the Notes - Same-Day Settlement and Payment".
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
FEDERAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
J.P. Morgan Securities Inc. (the "Underwriter") proposes to offer the
Notes from time to time for sale in one or more negotiated
transactions, or otherwise, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices, in each case plus accrued interest, if any, from
May 12, 1995. The Underwriter has agreed to purchase the Notes at
99.952% of their principal amount ($499,760,000 aggregate proceeds to
the Company before deducting expenses payable by the Company), plus
accrued interest, if any, from May 12, 1995. The Company has agreed
to indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting".
The Notes are offered, subject to prior sale, when, as and if
accepted by the Underwriter. It is expected that delivery of the
Notes will be made through the facilities of The Depository Trust
Company on or about May 12, 1995 against payment therefor in
immediately available funds.
J.P. Morgan Securities Inc.
May 5, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE NOTES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person has been authorized to give any information or to make
any representations other than those contained or incorporated by
reference in this Prospectus Supplement or the Prospectus and, if
given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Underwriter.
This Prospectus Supplement and the Prospectus do not constitute an
offer to sell or the solicitation of an offer to buy any securities
other than the securities to which they relate or any offer to sell
or the solicitation of any offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus Supplement or the Prospectus
nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the
Company since the date hereof or that the information herein is
correct as of any time subsequent to its date.
TABLE OF CONTENTS
Prospectus Supplement
Page
Description of the Notes................................. S-3
Underwriting............................................. S-4
Prospectus
Available Information.................................... 2
Incorporation of Certain Documents by Reference.......... 2
J.P. Morgan & Co. Incorporated........................... 2
Consolidated Ratio of Earnings to Fixed Charges.......... 4
Consolidated Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends................... 5
Use of Proceeds.......................................... 5
Description of J.P. Morgan Debt Securities............... 5
Description of Debt Warrants............................. 12
Description of Series Preferred Stock.................... 13
Depository Shares........................................ 17
Description of Preferred Stock Warrants.................. 19
Description of Currency Warrants......................... 20
Risk Factors Relating to Currency Warrants............... 21
Description of Capital Stock............................. 22
Plan of Distribution..................................... 23
Experts.................................................. 25
Legal Opinions........................................... 25
<Page S-2>
DESCRIPTION OF THE NOTES
The Notes will be limited to $500,000,000 aggregate principal
amount and will mature on May 13, 1996. The Notes may not be
redeemed prior to stated maturity and are not entitled to any sinking
fund. The Notes will bear interest from May 12, 1995 and be payable
semi-annually in arrears on November 13, 1995 and May 13, 1996 to the
persons in whose names the Notes are registered at the close of
business on the fifteenth calendar day prior to such payment dates.
The Notes will be issued pursuant to an Indenture (the "Indenture")
dated as of August 15, 1982, as amended by the First Supplemental
Indenture dated as of May 5, 1986, between the Company and First
Trust of New York, National Association, successor to Chemical Bank
(formerly Manufacturers Hanover Trust Company), as Trustee (the
"Trustee"). The Notes constitute a single series of Debt Securities
under the Indenture.
The Notes will be issued in fully registered form, in
denominations of $1,000 and any integral multiples thereof. The
Paying Agent and Registrar for the Notes will be the Trustee.
Reference should be made to the Prospectus for description of
other terms of the Notes. See "Description of J.P. Morgan Debt
Securities". Defined terms used in this Prospectus Supplement have
the meanings ascribed to them in the Prospectus.
Book-Entry System
The Notes initially will be represented by one or more global
securities (the "Global Securities") deposited with The Depository
Trust Company ("DTC") and registered in the name of a nominee of DTC.
Except as set forth below, the Notes will be available for purchase
in denominations of $1,000 and integral multiples thereof in book-
entry form only. The term "Depository" refers to DTC or any
successor depository.
DTC has advised the Company and the Underwriter as follows: DTC
is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC was created
to hold securities of persons who have accounts with DTC
("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
securities certificates. DTC's participants include securities
brokers and dealers (including the Underwriter), banks, trust
companies, clearing corporations and certain other organizations,
some of which (and/or their representatives) own DTC. Access to
DTC's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or
indirectly.
Upon the issuance by the Company of Notes represented by the
Global Securities, the Depository or its nominee will credit, on its
book-entry registration and transfer system, the respective principal
amounts of the Notes represented by such Global Securities to the
accounts of participants. The accounts to be credited shall be
designated by the Underwriter. Ownership of beneficial interests in
Notes represented by the Global Securities will be limited to
participants or persons that hold interests through participants.
Ownership of such beneficial interests in Notes will be shown on, and
the transfer of that ownership will be effected only through, records
maintained by the Depository (with respect to interests of
participants in Depository), or by participants in the Depository or
persons that may hold interests through such participants (with
respect to persons other than participants in the Depository). The
laws of some states require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial
interests in Notes represented by Global Securities.
<Page S-3>
So long as the Depository for a Global Security, or its nominee,
is the registered owner of such Global Security, the Depository or
its nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by such Global Security for all
purposes under the Indenture. Except as provided below, owners of
beneficial interests in Notes represented by Global Securities will
not be entitled to receive physical delivery of Notes in definitive
form and will not be considered the owners or holders thereof under
the Indenture. Unless and until the Global Securities are exchanged
in whole or in part for individual certificates evidencing the Notes
represented thereby, such Global Securities may not be transferred
except as a whole by the Depository for such Global Securities to a
nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by the Depository
or any nominee of such Depository to a successor Depository or any
nominee of such successor Depository.
Payments of principal of and interest on the Notes represented
by Global Securities registered in the name of the Depository or its
nominee will be made by the Company through the Paying Agent to the
Depository or its nominee, as the case may be, as the registered
owner of the Notes represented by such Global Securities.
The Company has been advised that the Depository or its nominee,
upon receipt of any payment of principal or interest in respect of
the Notes represented by Global Securities, will credit immediately
the accounts of the related participants with payment in amounts
proportionate to their respective beneficial interest in the Notes
represented by the Global Securities as shown on the record of the
Depository. The Company expects that payments by participants to
owners of beneficial interests in the Notes represented by the Global
Securities will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such participants.
If the Depository is at any time unwilling or unable to continue
as Depository and a successor Depository is not appointed by the
Company within 90 days, the Company will issue individual Notes in
definitive form in exchange for the Global Securities. In addition,
the Company may at any time and in its sole discretion determine not
to have Global Securities, and, in such event, will issue individual
Notes in definitive form in exchange for Global Securities. In
either instance, the Company will issue Notes in definitive form,
equal in aggregate principal amount to the Global Securities, in such
names and in such principal amounts as the Depository shall request.
Notes so issued in definitive form will be issued in denominations of
$1,000 and integral multiples thereof and will be issued in
registered form only, without coupons.
Neither the Company, the Trustee, any Paying Agent nor the
registrar for the Notes will have any responsibility or liability for
any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Notes represented by such
Global Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Same-Day Settlement and Payment
Settlement for the Notes will be made by the Underwriter in
immediately available funds. All payments of principal and interest
will be made by the Company in immediately available funds or the
equivalent, so long as the Depository continues to make its Same-Day
Funds Settlement System available to the Company.
Secondary trading in long-term notes and debentures or corporate
issuers is generally settled in clearinghouse or next-day funds. In
contrast, the Notes will trade in the Depository's Same-Day Funds
Settlement System, and secondary market trading activity in the Notes
will therefore be required by the Depository to settle in immediately
available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in
the Notes.
UNDERWRITING
Under the terms and subject to the conditions contained in the
Underwriting Agreement, dated the date hereof, the Underwriter has
agreed to purchase, and the Company has agreed to sell the entire
principal amount of the Notes offered hereby.
The Underwriter proposes to offer the Notes from time to time
for sale in one or more negotiated transactions, or otherwise, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. In connection
with the sale of any Notes, the Underwriter may be deemed to have
received an underwriting discount equal to the difference between the
amount received by the Underwriter upon the sale of such Notes and
the price at which the Underwriter purchased such Notes from the
Company.
<Page S-4>
The Company has agreed to indemnify the Underwriter against
certain liabilities including liabilities under the Securities Act of
1933, as amended.
The Notes are a new issue of securities with no established
trading market. The Company has been advised by the Underwriter that
it may from time to time purchase and sell Notes in the secondary
market, but that it is not obligated to do so. No assurance can be
given that there will be a secondary market for the Notes. The Notes
will not be listed on any securities exchange.
The Underwriter is an indirect wholly-owned subsidiary of the
Company. The participation of the Underwriter in the offer and sale
of the Notes complies with the requirements of Schedule E of the By-
laws of the National Association of Securities Dealers, Inc. (the
"NASD") regarding underwriting of securities of an affiliate and
complies with any restrictions imposed on the Underwriter by the
Board of Governors of the Federal Reserve System. In addition, each
NASD member participating in offers and sales of the Notes will not
execute a transaction in the Notes in a discretionary account without
the prior written specific approval of the member's customer.
<Page S-5>
