<PAGE> 1
_____________________________________________________________________
______
_____________________________________________________________________
______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
Date of Report (Date of earliest event reported) April 11, 1996
J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-5885 13-2625764
(State or other juris- (Commission (IRS Employer
diction of File Number) Identification No.)
incorporation)
60 WALL STREET, NEW YORK, NEW YORK 10260-
0060
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (212) 483-2323
_________________________________________________________________
(Former name or former address, if changed since last report)
_____________________________________________________________________
______
_____________________________________________________________________
______
<PAGE> 2
ITEM 5. OTHER EVENTS
On April 11, 1996, the Registrant issued a press release
announcing
its earnings for the three-month period ended March 31,
1996. A copy of
such press release is filed herein as Exhibit 99. A
complete copy of the
by-laws of J.P. Morgan & Co. Incorporated as amended through
April 10,
1996, is filed herein as Exhibit 3b.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements
NONE. The financial statements included in this report
are not
required to be filed as part of this report.
(b) Pro Forma Financial Information
NONE.
(c) Exhibits
3b. By-laws of J.P. Morgan & Co. Incorporated as amended
through
April 10, 1996
99. Copy of press release of J.P. Morgan & Co. Incorporated
dated April 11, 1996.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the
registrant has duly caused this report to be signed on its behalf by
the
undersigned hereunto duly authorized.
J.P. MORGAN & CO. INCORPORATED
______________________________
(REGISTRANT)
/s/ PATRICIA A. JONES
____________________________
NAME: PATRICIA A. JONES
TITLE: MANAGING DIRECTOR
DATE: April 11, 1996
<PAGE> 4
LIST OF EXHIBITS
EXHIBIT
3b. By-laws of J.P. Morgan & Co. Incorporated as amended
through
April 10, 1996
99. Copy of press release of J.P. Morgan & Co. Incorporated
dated April 11, 1996.
<PAGE> 1
April 11, 1996
J.P. MORGAN REPORTS 1996 FIRST QUARTER RESULTS
J.P. Morgan & Co. Incorporated reported net income of $439 million in the
first quarter of 1996, 72% higher than in the first quarter of 1995.
Earnings per share for the quarter were $2.13 versus $1.27 a year ago.
Last year, first quarter earnings included a charge of $55 million ($33
million after tax), or $0.17 per share, related primarily to severance.
Douglas A. Warner III, chairman, said: OGrowing opportunities to put J.P.
MorganOs worldwide capabilities to work for clients led to strong first
quarter results. Market-making, investment banking, and investment
management all produced substantial gains.O
<TABLE>
FIRST QUARTER RESULTS AT A GLANCE
<CAPTION>
In millions of dollars, Fourth
except per share data First quarter
quarter
1996 1995 1995
___________________________________________________________________________
___
<S> <C> <C> <C>
Revenues $ 1,740 $ 1,388 $1,518
Operating expenses (1,085) (1,002) (990)
Income taxes (216) (131) (162)
___________________________________________________________________________
___
Net income $ 439 $ 255 $ 366
Net income per share $2.13 $1.27 $1.80
___________________________________________________________________________
___
Dividends declared per share $0.81 $0.75 $0.81
</TABLE>
REVENUES rose 25% in the first quarter from a year ago.
- Trading revenue more than doubled to $758 million, as increased
client activity propelled advances in fixed income and equities.
Combined trading and related net interest revenue was up 116% to $788
million.
- Investment banking revenue rose 76% to $201 million.
- Investment management fees grew 21%. Operational service and
credit-related fees were down as a result of the sale of the firmOs
custody business in late 1995.
- Net interest revenue declined 21% to $396 million.
OPERATING EXPENSES were up 8% from a year ago, as incentive compensation
accruals for the first quarter increased in line with higher earnings.
The remainder of this release contains information on specific areas of
results, a financial summary, and the consolidated financial statements.
<PAGE> 2
REVENUES
Revenues totaled $1.740 billion in the first quarter of 1996, up 25% from
$1.388 billion a year earlier.
NET INTEREST REVENUE declined 21% to $396 million from the first quarter of
1995, reflecting lower returns from asset and liability management in the
United States and a decrease in trading-related net interest revenue.
TRADING REVENUE rose to $758 million from $303 million a year earlier.
Revenues in both developed and emerging markets were strong and diversified
across the range of the firmOs trading products. Reported trading revenue
does not include net interest revenue associated with trading activities,
which was $30 million in the first quarter of 1996 and $61 million a year
ago.
Combined trading and related net interest revenue increased to $788 million
from $364 million a year earlier. (For details, see the table of combined
trading and related net interest revenue by principal product groupings on
page 8.) Combined revenue from fixed income rose to $602 million in the
first quarter from $123 million in the year-earlier quarter because of
strong client demand for swaps as well as government and corporate
securities; risk management activity for clients accelerated. Combined
revenue from equities doubled to $51 million from $25 million a year
earlier, driven by strong demand for equity derivative products. Combined
revenue from commodities was $32 million compared with $22 million in the
year-earlier quarter. Foreign exchange combined revenue totaled $73
million versus $106 million in the first quarter of 1995. Combined revenue
from the firmOs proprietary unit was $30 million compared with $88 million
in the first quarter of 1995.
INVESTMENT BANKING REVENUE was up 76% to $201 million in the first quarter.
Underwriting revenue grew to $65 million from $22 million a year ago, as
Morgan raised more debt and equity capital for a broad range of clients.
Advisory fees rose to $136 million from $92 million a year earlier,
reflecting our growing share of the merger-and-acquisition advisory market.
CREDIT-RELATED FEES were $38 million in the first quarter, 12% lower than
in the first quarter of 1995 because of the sale of the custody business in
1995.
INVESTMENT MANAGEMENT FEES advanced 21% to $157 million from a year ago, as
assets under management rose, primarily from net new business.
OPERATIONAL SERVICE FEES in the first quarter totaled $113 million, 19%
lower than in the 1995 first quarter. Excluding revenues of $33 million
associated with the recently sold custody business, operational service
fees for the first quarter rose 6% on increased brokerage commissions.
NET INVESTMENT SECURITIES GAINS were $12 million in the first quarter,
compared with gains of $9 million in the first quarter of 1995.
OTHER REVENUE was $65 million in the first quarter, compared with $149
million in the 1995 first quarter. The 1996 first quarter included net
equity investment securities gains of $64 million, versus $163 million a
year ago.
<PAGE> 3
OPERATING EXPENSES
Operating expenses were $1.085 billion in the first quarter of 1996, up 8%
from a year earlier. Excluding the 1995 first quarter charge and the 1995
expenses associated with the custody business, operating expenses were up
21%. Employee compensation and benefits expense rose, primarily reflecting
higher incentive compensation accruals in line with higher earnings.
Expenses other than employee compensation and benefits were essentially
flat.
At March 31, 1996, staff totaled 15,431 employees compared with 16,443
employees at March 31, 1995.
Income tax expense of $216 million in the first quarter was based on an
effective tax rate of 33% versus 34% in the first quarter of 1995.
ASSETS
Total assets were $205 billion at March 31, 1996, compared with $185
billion at December 31, 1995, primarily because of an increase in trading-
related assets and loans. Nonperforming assets increased by $38 million to
$156 million during the first quarter as assets newly classified as
nonperforming exceeded charge-offs and repayments. No provision for credit
losses was deemed necessary in the 1996 first quarter. The allowance for
credit losses was $1.117 billion at March 31, 1996. (For details, see
asset quality tables on page 9.)
CAPITAL
At March 31, 1996, J.P. Morgan's estimated Tier 1 and total risk-based
capital ratios were 8.2% and 12.1%, respectively, compared with Tier 1 and
total risk-based capital ratios of 8.8% and 13.0%, respectively, at
December 31, 1995. The first quarter decreases in the risk-based capital
ratios related primarily to the rise in risk-adjusted assets. The March
31, 1996, leverage ratio was 6.2% versus 6.1% at December 31, 1995.
At March 31, 1996, stockholders' equity included approximately $470 million
of net unrealized appreciation on debt investment and marketable equity
investment securities, net the related deferred tax liability of $290
million. Net unrealized appreciation was $566 million at December 31, 1995.
The unrealized appreciation on debt investment securities was $331 million
and $484 million at March 31, 1996, and December 31, 1995, respectively.
The unrealized appreciation on marketable equity investment securities was
$429 million and $440 million at March 31, 1996, and December 31, 1995,
respectively.
During February 1996, J.P. Morgan issued $200 million of perpetual 6 5/8%
cumulative preferred stock, series H, with a stated value of $500 per
share. These shares are represented by 4 million depositary shares with a
stated value of $50 per share, each representing one-tenth of a preferred
share.
# # #
J.P. Morgan is a global banking firm that serves clients with complex
financial needs through an integrated range of advisory, financing,
trading, investment, and related capabilities.
Attached are the financial summary, the financial statements, the combined
trading and related net interest revenue table, and the asset quality
tables. J.P. Morgan news releases, including quarterly financial results,
are available on the Internet (http://www.jpmorgan.com).
<PAGE> 4
<TABLE>
FINANCIAL SUMMARY
J.P. Morgan & Co. Incorporated
_________________________________________________________
<CAPTION>
Dollars in
millions,
except per
share data First quarter Fourth
____________________ quarter
______
1996 1995 1995
_______________________________________
<S> <C> <C> <C>
Net income $439 $255 $366
PER COMMON
SHARE
Net income (a) $ 2.13 $ 1.27 $ 1.80
Dividends 0.81 0.75 0.81
declared
Book value (b) 51.57 47.19 50.71
_________________________________________________________
Weighted-
average number
of common and
common
equivalent 202,133, 196,905, 199,829
shares 593 106 ,966
outstanding
_________________________________________________________
Dividends
declared on $152 $141 $152
common stock
Dividends
declared on 8 6 6
preferred stock
SELECTED RATIOS
Annualized rate
of return on
average common
stockholders'
equity (c) 17.2% 11.1% 14.7%
As % of period-
end total
assets:
Common equity 5.0 5.5 5.4
Total equity 5.3 5.8 5.7
Regulatory
capital ratios
(d)
Tier 1 risk-
based capital
ratio 8.2 8.9 8.8
Total risk-
based 12.1 13.2 13.0
capital ratio
Leverage 6.2 5.9 6.1
ratio
_________________________________________________________
AVERAGE
BALANCES
Debt
investment $ 24,298 $ 22,720 $ 23,077
securities
(e)
Loans 27,326 23,667 24,500
Total
interest- 162,606 135,310 147,569
earning
assets
Total assets 204,836 175,694 189,724
Total
interest-
bearing 154,804 129,279 142,575
liabilities
Total
liabilities 194,160 166,128 179,570
Common
stockholders'
equity 10,065 9,072 9,660
Total
stockholders'
equity 10,676 9,566 10,154
Net interest
earnings (fully
taxable basis) 418 529 511
Net yield on
interest-
earning assets
1.03% 1.59% 1.37%
_________________________________________________________
Employees at
period-end 15,431 16,443 15,613
_________________________________________________________
(a) Earnings per share amounts represent both primary and fully diluted
earnings per share.
(b) Excluding the impact of SFAS No. 115, book value per common share would
have been $49.18, $44.87 and $47.83 for the three months ended March 31,
1996, March 31, 1995, and December 31, 1995, respectively.
(c) Excluding the impact of SFAS No. 115, the annualized rate of return on
average common stockholders' equity would have been 18.1%, 11.7% and 15.5%
for the three months ended March 31, 1996, March 31, 1995, and December 31,
1995, respectively.
(d) In accordance with Federal Reserve Board guidelines, these ratios
exclude the equity, assets and off-balance-sheet exposures of J.P. Morgan
Securities, Inc. and the effect of SFAS No. 115. Risk-based capital ratios
for March 31, 1996, are estimates.
(e) Average debt investment securities are computed based on historical
amortized cost, excluding the effects of SFAS No. 115 adjustments.
</TABLE>
<PAGE> 5
<TABLE>
CONSOLIDATED STATEMENT OF INCOME
J.P. Morgan & Co. Incorporated
______________________________________________________________________________
____________
<CAPTION>
In millions,
except per share data Three months ended
_______________________________________________________________
March 31 March 31 Increase December Increase/
1996 1995 / 31 (Decrease)
(Decreas 1995
e)
_______________________________________________________________
<S> <C> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $2,554 $2,470 $ 84 $2,609 ($55)
Interest expense 2,158 1,970 188 2,121 37
_________________________________________________________________________________
_________
Net interest revenue 396 500 (104) 488
(92)
NONINTEREST REVENUE
Trading revenue 758 303 455 369 389
Investment banking
revenue 201 114 87 158 43
Credit-related fees 38 43 (5) 40 (2)
Investment management
fees 157 130 27 156 1
Operational service 113 140 (27) 129 (16)
fees
Net investment
securities 3 1 11
gains 12 9
Other revenue 65 149 (84) 177 (112)
___________________________________________________________________________
_______________
Total noninterest 1,344 888 456 1,030 314
revenue
Total revenue 1,740 1,388 352 1,518 222
OPERATING EXPENSES
Employee compensation
and 730 626 104 608 122
benefits
Net occupancy 73 80 (7) 76 (3)
Technology and
communications 158 172 (14) 165 (7)
Other expenses 124 124 - 141 (17)
___________________________________________________________________________
_______________
Total operating 1,085 1,002 83 990 95
expenses
Income before income 655 386 269 528 127
taxes
Income taxes 216 131 85 162 54
_________________________________________________________________________________
_________
Net income 439 255 184 366 73
PER COMMON SHARE
Net income (a) $2.13 $1.27 $0.86 $1.80 $0.33
Dividends declared 0.81 0.75 0.06 0.81 -
_________________________________________________________________________________
_________
(a) Earnings per share amounts represent both primary and fully diluted
earnings per share.
</TABLE>
<PAGE> 6
<TABLE>
CONSOLIDATED BALANCE SHEET
J.P. Morgan & Co. Incorporated
___________________________________________________________________________
_________
<CAPTION>
Dollars in millions March 31 December 31
1996 1995
__________________________________________________
<S> <C> <C>
ASSETS
Cash and due from banks $ 732 $ 1,535
Interest-earning deposits with 1,183 1,986
banks
Debt investment securities
available for sale carried at
fair value(Cost: $27,115 at
March 1996 and $24,154 at
December 1995) 27,446 24,638
Trading account assets 69,844 69,408
Securities purchased under
agreements to resell ($39,683
at March 1996 and $32,157 at
December 1995) and federal 39,692 32,157
funds sold
Securities borrowed 22,901 19,830
Loans 28,645 23,453
Less: allowance for credit 1,117 1,130
losses
___________________________________________________________________________
_________
Net loans 27,528 22,323
Customers' acceptance 339 237
liability
Accrued interest and accounts
receivable 4,766 3,539
Premises and equipment 3,354 3,339
Less: accumulated 1,445 1,412
depreciation
___________________________________________________________________________
_________
Premises and equipment, net 1,909 1,927
Other assets 8,407 7,299
___________________________________________________________________________
_________
Total assets 204,747 184,879
___________________________________________________________________________
_________
LIABILITIES
Noninterest-bearing deposits:
In offices in the U.S. 2,784 3,287
In offices outside the 677 744
U.S.
Interest-bearing deposits:
In offices in the U.S. 1,765 2,003
In offices outside the 44,978 40,404
U.S.
___________________________________________________________________________
_________
Total deposits 50,204 46,438
Trading account liabilities 46,766 45,289
Securities sold under
agreements to repurchase
($55,952 at March 1996 and
$40,803 at December 1995) and
federal funds purchased 58,765 45,099
Commercial paper 4,229 2,801
Other liabilities for
borrowed money 15,659 15,129
Accounts payable and accrued
expenses 7,265 5,643
Liability on acceptances 339 237
Long-term debt not qualifying
as risk-based capital 5,710 5,737
Other liabilities 1,272 4,465
___________________________________________________________________________
_________
190,209 170,838
Long-term debt qualifying as
risk-based capital 3,691 3,590
___________________________________________________________________________
_________
Total liabilities 193,900 174,428
STOCKHOLDERS' EQUITY
Preferred stock (authorized
shares: 10,400,000):
Adjustable rate cumulative
preferred stock, $100 par
value(issued and outstanding:
2,444,300) 244 244
Variable cumulative preferred
stock, $1,000 par value
(issued 250 250
and outstanding: 250,000)
Fixed cumulative preferred
stock,
$500 par value (issued and 200 -
outstanding: 400,000)
Common stock, $2.50 par value
(authorized shares:
500,000,000; issued:
200,682,873 at March 1996 and
678,373 at December 1995) 502 502
Capital surplus 1,432 1,430
Retained earnings 8,006 7,731
Net unrealized gains on
investment securities, net of 470 566
taxes
Other 593 552
___________________________________________________________________________
_________
11,697 11,275
Less: treasury stock
(13,382,388 shares at March
1996 and 13,562,755 shares at
December 1995) at cost
850 824
___________________________________________________________________________
_________
Total stockholders' equity 10,847 10,451
___________________________________________________________________________
_________
Total liabilities and
stockholders' equity 204,747 184,879
___________________________________________________________________________
_________
</TABLE>
<PAGE> 7
<TABLE>
CONSOLIDATED STATEMENT OF CONDITION
Morgan Guaranty Trust Company of New
York
___________________________________________________________________________
_______
<CAPTION>
Dollars in millions March 31 December
1996 31
1995
_________________________________
<S> <C> <C>
ASSETS
Cash and due from banks $ 709 $ 1,421
Interest-earning deposits with banks 1,270 2,081
Debt investment securities available for
sale 23,004 23,625
carried at fair value
Trading account assets 54,306 55,298
Securities purchased under agreements to
resell 25,218 21,013
and federal funds sold
Loans 25,933 20,628
Less: allowance for credit losses 1,009 1,021
___________________________________________________________________________
_______
Net loans 24,924 19,607
Customers' acceptance liability 319 237
Accrued interest and accounts receivable 3,424 3,401
Premises and equipment 2,970 2,958
Less: accumulated depreciation 1,249 1,224
___________________________________________________________________________
_______
Premises and equipment, net 1,721 1,734
Other assets 6,101 4,574
___________________________________________________________________________
_______
Total assets 140,996 132,991
___________________________________________________________________________
_______
LIABILITIES
Noninterest-bearing deposits:
In offices in the U.S. 2,731 3,254
In offices outside the U.S. 703 839
Interest-bearing deposits:
In offices in the U.S. 1,707 1,846
In offices outside the U.S. 45,706 40,450
___________________________________________________________________________
_______
Total deposits 50,847 46,389
Trading account liabilities 41,660 39,126
Securities sold under agreements to
repurchase 21,496 20,090
and federal funds purchased
Other liabilities for borrowed money 7,367 7,368
Accounts payable and accrued expenses 4,180 4,168
Liability on acceptances 319 237
Long-term debt not qualifying as risk-based 2,507 2,786
capital
Other liabilities 1,443 2,852
___________________________________________________________________________
_______
129,819 123,016
Long-term debt qualifying as risk-based 2,437 1,509
capital
___________________________________________________________________________
_______
Total liabilities 132,256 124,525
STOCKHOLDER'S EQUITY
Preferred stock, $100 par value
(authorized shares: 2,500,000) - -
Common stock, $25 par value
(authorized and outstanding shares: 250 250
10,000,000)
Surplus 2,820 2,820
Undivided profits 5,491 5,136
Net unrealized gains on investment
securities, net of 181 264
taxes
Foreign currency translation (2) (4)
___________________________________________________________________________
_______
Total stockholder's equity 8,740 8,466
___________________________________________________________________________
_______
Total liabilities and stockholder's equity 140,996 132,991
___________________________________________________________________________
_______
Member of the Federal Reserve System and the Federal Deposit Insurance
Corporation.
</TABLE>
<PAGE> 8
<TABLE>
COMBINED TRADING AND RELATED NET INTEREST REVENUE
J.P. Morgan & Co. Incorporated
<CAPTION>
Dollars in millions
Fixed Foreign Commo- Proprietar
y
Income Equities Exchange dities Unit Total
___________________________________________________________________________
_______________
<S> <C> <C> <C> <C> <C> <C>
First Quarter
1996
Trading revenue $533 $94 $ 68 $34 $29 $758
Net interest 69 (43) 5 (2) 1 30
revenue*
___________________________________________________________________________
_______________
Combined total 602 51 73 32 30 788
___________________________________________________________________________
_______________
First Quarter
1995
Trading revenue 57 42 102 19 83 303
Net interest 66 (17) 4 3 5 61
revenue
___________________________________________________________________________
_______________
Combined total 123 25 106 22 88 364
___________________________________________________________________________
_______________
Fourth Quarter
1995
Trading revenue 248 36 63 5 17 369
Net interest 38 (32) 12 (2) - 16
revenue
___________________________________________________________________________
_______________
Combined total 286 4 75 3 17 385
*Estimated
</TABLE>
<PAGE> 9
<TABLE>
ASSET QUALITY
J.P. Morgan & Co. Incorporated
________________________________________________________________________
NONPERFORMING ASSETS
<CAPTION>
March 31 December March 31
31
Dollars in millions 1996 1995 1995
____________________________________________
<S> <C> <C> <C>
Impaired loans:
Commercial and $110 $ 67 $148
industrial
Other 42 48 65
________________________________________________________________________
152 115 213
Restructuring countries 4 2 3
___________________________________________________________
____________
Total impaired loans 156 117 216
Other nonperforming - 1 1
assets
________________________________________________________________________
Total nonperforming 156 118 217
assets
________________________________________________________________________
ALLOWANCE FOR CREDIT LOSSES
<CAPTION>
March 31 December March 31
31
Dollars in millions 1996 1995 1995
____________________________________
_______
<S> <C> <C> <C>
Allowance for credit $1,117 $1,130 $1,132
losses
_________________________________________________________________________
<CAPTION>
First
Quarter
__________________________
1996 1995
__________________________
<S> <C> <C>
Charge-offs:
Commercial and ($15) ($6)
industrial
Restructuring - -
countries
Other (3) (2)
Recoveries 5 9
_____________________________________________
_________
</TABLE>
By-Laws of J.P. Morgan & Co. Incorporated
As amended through April 10, 1996
<PAGE>
The undersigned, Secretary of J.P. Morgan & Co. Incorporated,
hereby certifies that attached hereto is a true and complete copy
of the By-Laws of the Corporation as amended to date.
______________________________________
_____________________
Date
<PAGE>
BY-LAWS OF J.P. MORGAN & CO. INCORPORATED
(a Delaware corporation)
Article I
Stockholders
Section 1.1 The annual meeting of the stockholders of the
Corporation shall be held on such date and at such time and place
within or without the state of Delaware as may be fixed by the
Board of Directors, for the election of Directors and such other
business as may properly come before the meeting. Notice of the
time, place and purpose or purposes of such meeting shall be
given not less than 10 nor more than 60 days before said meeting
by mailing postage prepaid or delivering personally such notice,
signed by the Chairman of the Board or the President or the
Secretary or an Assistant Secretary, to each stockholder of
record entitled to vote at such meeting at his address as it
appears on the stock ledger of the Corporation, unless he shall
have filed with the Secretary a written request that notices
intended for him be mailed to some other address, in which case
it shall be mailed to the address designated in such request.
Notice shall not be required to be given to any stockholder who
shall waive such notice in writing or who shall attend such
meeting in person or by proxy unless such attendance is for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not
lawfully called or convened.
Section 1.2 Special meetings of the stockholders may be called by
the Chairman of the Board, the President, the Chairman of the
Executive Committee, a Vice Chairman of the Board or the Board of
Directors. It shall be the duty of the Chairman of the Board or
the President or the Chairman of the Executive Committee or a
Vice Chairman of the Board to call a special meeting of the
stockholders whenever requested in writing to do so by
stockholders owning a majority of the capital stock of the
Corporation. Notice of any special meeting, stating the time,
place and purpose or purposes thereof, shall be given by mail to
the stockholders in the manner provided in Section 1.1 for the
calling of annual meetings of stockholders.
Section 1.3 At any meeting of stockholders, unless otherwise
provided by law, stockholders entitled to cast a majority of the
votes thereat, present either in person or by proxy, shall
constitute a quorum and any question brought before such meeting
shall be decided by the stockholders owning a majority of the
capital stock represented at such meeting, voting either in
person or by proxy. Less than a quorum shall have power to
adjourn any meeting.
Section 1.4 The Chairman of the Board, or in his absence the
President, or in his absence the Chairman of the Executive
Committee, or in his absence a Vice Chairman of the Board, shall
preside at all meetings of stockholders, and the order in which
the business thereof shall be disposed of, in the absence of a
contrary vote by stockholders, shall be determined by the
presiding officer.
Section 1.5 The Board of Directors may at any time appoint two
or more persons to act as inspectors of election at any meeting
of stockholders. If any inspector so appointed shall be absent
or shall refuse to act, or if his office become vacant and be not
filled by the Board of Directors, if a majority of the inspectors
be present, they may act; otherwise, the presiding officer of the
meeting may appoint one or more inspectors of election for such
meeting. Each inspector shall be entitled to a reasonable
compensation for his services to be paid by the Corporation.
Article II
Board of Directors
Section 2.1 The business of the Corporation shall be managed
and its corporate powers exercised by a Board of Directors. The
Board shall from time to time by vote of a majority of Directors
then in office fix the number of Directors.
Section 2.2 At each annual meeting of stockholders each of the
Directors shall be elected to serve until the next annual meeting
of stockholders and until his successor shall have been elected
and shall have qualified.
Section 2.3 The Board of Directors shall hold regular meetings for
business, of which meetings no notice shall be required, on such
date and at such time and place as may be fixed by the Board of
Directors.
Section 2.4 Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President, the Chairman
of the Executive Committee, or a Vice Chairman of the Board, and
any of them shall call a special meeting whenever requested to do
so by any two members of the Board of Directors. Notice of such
meeting shall be mailed to each Director addressed to him at his
usual residence or place of business at least two days before the
day on which such meeting is to be held, or shall be sent to him
at such address by facsimile, electronic mail, telegram, radio or
cable or given personally or by telephone not later than the day
before such meeting is to be held.
Section 2.5 Any one or more members of the Board of Directors or
any committee thereof may participate in a meeting of the Board
of Directors or a committee thereof by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation in a meeting by such means shall constitute
presence in person at such meeting.
Section 2.6 Except as otherwise required by law, one-third of
the number of Directors, as fixed from time to time, shall
constitute a quorum.
Section 2.7 Directors and members of the Executive Committee and
the members of any other committee shall be entitled to receive
such compensation or such fees for attendance as the Board of
Directors shall fix from time to time. Nothing herein contained
shall be construed to preclude any Director from serving in any
other capacity and receiving compensation therefor.
Article III
Committees
Section 3.1 The Board of Directors shall, at the meeting at
which these By-Laws are adopted and at the first meeting after
each annual meeting of stockholders, appoint an Executive
Committee of such number of Directors, including the Chairman of
the Board, the President, the Chairman of the Executive
Committee, the Vice Chairman, or if there be more than one, the
Vice Chairmen of the Board, as the Board of Directors may
determine, which may exercise the powers of the Board of
Directors in the intervals between the meetings of the Board of
Directors. The minutes of each meeting of the Executive
Committee shall be submitted to the first regular meeting of the
Board of Directors following the meeting of the Executive
Committee. The Executive Committee may adopt its own rules of
procedure and shall hold meetings upon request of any member
thereof. No notice of any meetings of the Executive Committee
shall be required. Three members of the Executive Committee
shall constitute a quorum.
Section 3.2 The Board of Directors may elect by resolution
passed by a majority of the whole Board of Directors, from among
its membership or otherwise, such other committees with such
powers as it shall determine. Such committees shall determine
their own quorum and adopt their own rules of procedure.
Section 3.3 Unless otherwise ordered by the Board of Directors,
in the absence or disqualification of any member of any committee
of the Board of Directors, the member or members thereof present
at any meeting and not disqualified from voting may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Section 3.4 The Board of Directors may fill any vacancy in any
committee.
Article IV
Officers and Employees
Section 4.1 The Board of Directors, at the meeting at which
these By-Laws are adopted and at the first meeting after each
annual meeting of stockholders, shall elect from their number a
Chairman of the Board and may elect from their number a
President, a Chairman of the Executive Committee and one or more
Vice Chairmen of the Board. Each such officer shall hold office
until the next annual election of officers and until his
successor is elected and shall have qualified. Any vacancy
occurring in the office of Chairman of the Board, President,
Chairman of the Executive Committee or Vice Chairman of the Board
may be filled at any regular or special meeting of the Board of
Directors.
The Board of Directors shall also elect a Secretary and a
Treasurer and may elect one or more Managing Directors and one or
more Vice Presidents (any one or more of whom may be designated
Executive Vice Presidents or Senior Vice Presidents), a
Controller, an Auditor and such other officers as the Board of
Directors may deem appropriate or desirable. The Board of
Directors may provide for the election or appointment of officers
who are not members of the Board of Directors in such manner as
the Board of Directors may determine or delegate. All officers
elected or appointed pursuant to this paragraph shall hold office
at the pleasure of the Board of Directors.
The compensation of officers shall be fixed either by the Board
of Directors or as the Board of Directors may determine or
delegate.
Section 4.2 All other agents and employees of the Corporation
shall be appointed, their duties prescribed and their
compensation fixed, by the Chairman of the Board or the
President, or any officer authorized to do so by either of them.
Section 4.3 Any or all of the officers or employees of the
Corporation may be required to give such bonds as the Board of
Directors may determine.
Section 4.4 The Chairman of the Board shall have general
supervision of the policies and operations of the Corporation on
behalf of the Board of Directors and shall be the chief executive
officer of the Corporation. He shall preside at meetings of the
stockholders and at meetings of the Board of Directors, and, in
the absence of the Chairman of the Executive Committee, at
meetings of the Executive Committee. He shall have the power to
sign checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the
Corporation, and together with the Secretary or an Assistant
Secretary conveyances of real estate.
Section 4.5 The President of the Corporation shall participate
in the supervision of the policies of the Corporation on behalf
of the Board of Directors and shall manage and administer the
Corporation's operations. He shall perform all duties incident
to the office of President, and, except as the Board of Directors
or Executive Committee shall otherwise direct, in the event of
the absence or disability of the Chairman of the Board shall act
in his place and assume his duties. He shall have the same power
to sign for the Corporation as is prescribed in these By-Laws for
the Chairman of the Board. In the absence of the President, such
officer as the Board of Directors or the Executive Committee or
the Chairman of the Board may designate shall act in his stead.
Section 4.6 The Chairman of the Executive Committee shall
preside at meetings of the Executive Committee and shall
participate in the supervision of the policies and operations of
the Corporation on behalf of the Board of Directors and shall
have such other duties as shall be assigned to him by the Board
of Directors, the Executive Committee and Chairman of the Board.
He shall have the same power to sign for the Corporation as is
prescribed in these By-Laws for the Chairman of the Board.
Section 4.7 The Vice Chairman of the Board, or if there be more
than one, then each of them, shall participate in the supervision
of the policies and operations of the Corporation on behalf of
the Board of Directors, and shall have such duties as shall be
assigned to them by the Board of Directors, the Executive
Committee and the Chairman of the Board. Each Vice Chairman
shall have the same power to sign for the Corporation as is
prescribed in these By-Laws for the Chairman of the Board.
Section 4.8 Each Managing Director and each Vice President shall
have the duties and authority usually pertaining to such office
and in addition such other duties as shall be assigned to him by
the Board of Directors, the Executive Committee, the Chairman of
the Board, the President, the Chairman of the Executive Committee
and a Vice Chairman of the Board. Unless otherwise ordered by
the Board of Directors or the Executive Committee, each Managing
Director and each Vice President shall have the same power to
sign for the Corporation as is prescribed in these By-Laws for
the Chairman of the Board.
Section 4.9 The Treasurer shall have the supervision and care of
all the funds and securities of the Corporation. He shall keep
permanent records of the evidences of property or indebtedness
and of all fiscal transactions of the Corporation. He shall
perform all acts incident to the office of Treasurer.
Section 4.10 The Controller shall exercise general supervision
over, and be responsible for, the operation of all matters
pertaining to the accounting and bookkeeping of the Corporation
and shall have such further duties as the Chairman of the Board
or the President shall assign to him. He shall render to the
Board of Directors, the Executive Committee, the Chairman of the
Board, the President, the Chairman of the Executive Committee and
the Vice Chairman of the Board condensed monthly balance sheets
and statements of operating results and shall prepare such cost
control reports and such other statements and reports as the
Chairman of the Board, the President, the Chairman of the
Executive Committee or a Vice Chairman of the Board may request.
Section 4.11 The Auditor shall exercise general supervision
over, and be responsible for, the operation of all matters
pertaining to the auditing of the Corporation and shall have such
further duties as the Chairman of the Board or the President
shall assign to him. He shall render to the Board of Directors,
the Executive Committee, any committee of the Board of Directors
appointed to examine the affairs of the Corporation, the Chairman
of the Board, the President, the Chairman of the Executive
Committee and the Vice Chairman of the Board such regular audit
statements and reports as may be requested of him and such other
reports as in his judgment are necessary in the performance of
his duties.
Section 4.12 The Secretary shall keep the minutes of all
meetings of the Board of Directors and of all meetings of the
stockholders; he shall attend to the giving and receiving of all
notices of and to the Corporation; he may sign, with other
authorized officers, all contracts, instruments or documents in
the name of the Corporation and may affix or cause to be affixed
thereto the seal of the Corporation, of which he shall be the
custodian; and he shall in general perform all the duties
incident to the office of Secretary.
Section 4.13 Any Assistant Treasurer shall perform such duties
as may be designated by the President with the approval of the
Board of Directors, the Executive Committee, the Chairman of the
Board, the Chairman of the Executive Committee or a Vice Chairman
of the Board. In the absence or inability of the Treasurer to
act, any Assistant Treasurer may perform all the duties and may
exercise all the powers of the Treasurer.
Section 4.14 Any Assistant Secretary shall perform such duties
as may be designated by the President with the approval of the
Board of Directors, the Executive Committee, the Chairman of the
Board, the Chairman of the Executive Committee or a Vice Chairman
of the Board. Any Assistant Secretary may perform all the duties
and may exercise any of the powers of the Secretary.
Section 4.15 All other officers of the Corporation shall perform
such duties as may be designated by the Chairman of the Board or
any officer authorized to do so by him.
Section 4.16 All checks, orders, contracts, advices and other
instruments and documents shall be signed by the officers
authorized in these By-Laws to do so or by such other officers or
by such employees and agents other than officers as the Board of
Directors or the Executive Committee shall authorize, and subject
to such restrictions as the Board of Directors or the Executive
Committee shall prescribe. The Board of Directors or Executive
Committee may delegate to one or more officers of the Corporation
all or part of the authority to grant signing powers contained in
this Section 4.16.
Article V
Seal
Section 5.1 The Corporation shall have a seal which shall be
in such form as the Board of Directors shall approve.
Article VI
Capital Stock
Section 6.1 All certificates of stock shall be signed by the
Chairman of the Board, the President, the Chairman of the
Executive Committee, a Vice Chairman of the Board or a Vice
President, and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. The signatures may be
facsimile, engraved or printed, to the extent permitted by law.
Section 6.2 No transfer of stock of the Corporation shall be
permitted except upon the surrender of the outstanding
certificate of stock. No new certificate shall be issued until
the former certificate is canceled, except that in the case of
loss or destruction of a certificate, a new certificate may be
issued upon such terms as the Board of Directors may prescribe.
Section 6.3 In order that the Corporation may determine the
stockholders entitled to notice of and to vote at any meeting, or
any adjournment thereof, or entitled to express consent to any
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before such meeting, nor more than 60 days
prior to any other action.
Article VII
Voting of stock of
other corporations
Section 7.1 Shares of the capital stock of other corporations
eld by the Corporation shall be voted in such manner as may
be determined by the Board of Directors.
Article VIII
Amendments
Section 8.1 Except as may be otherwise provided by law,
these By- Laws may be altered or repealed at any meeting of
the Board of Directors, whether or not such alteration or repeal
shall or may affect any By-Law which does or may be deemed to
limit the powers of the Directors, provided notice of such
meeting setting forth the substance of the proposed alteration or
repeal shall have been given to each Director prior to such
meeting.
