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
$100,000,000
5.97% Notes due August 21, 1996
Interest payable August 21, 1996
Interest on the 5.97% Notes due August 21, 1996 (the Notes ) is payable on
August 21, 1996. The Notes will mature on August 21, 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 August 21, 1995. The Underwriter has agreed to
purchase the Notes at 100% of their principal amount ($100,000,000 aggregate
proceeds to the Company before deducting expenses payable by the Company),
plus accrued interest, if any, from August 21, 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 August 21, 1995
against payment therefor in immediately available funds.
J.P. Morgan Securities Inc.
August 15, 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
represenations 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
DESCRIPTION OF THE NOTES
The Notes will be limited to $100,000,000 aggregate principal amount and
will mature on August 21, 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 August 21, 1995 and be payable on August 21, 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 date. 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. Interest on the Notes will be calculated on
the basis of the actual number of days elapsed in a year of 360 days.
The Notes will be issued in fully registered form, in denominations of
$1,000,000 with $1,000 integral multiples thereafter. 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 $1,000,000 with $1,000
integral multiples thereafter 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.
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 $1,000,000 with
$1,000 integral multiples thereafter 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.
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.
