SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 13-2625764
(State of incorporation (I.R.S. employer
or organization) identification no.)
60 Wall Street
New York, New York 10260
(Address of principal executive office) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange on which
to be registered each class is to be registered
--------------------- ------------------------------
Depositary Shares, each New York Stock Exchange
representing a one-tenth
interest in a share of
6 5/8% Cumulative
Preferred Stock, Series H
(Stated Value of $500 Per Share)
Securities to be registered pursuant to Section 12(g) of the Act:
None.
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's $200,000,000 of 6 5/8%
Cumulative Preferred Stock, Series H (Stated Value of $500 Per
Share) to be registered hereby, was filed with the Securities and
Exchange Commission on the Registrant's Prospectus Supplement
dated February 1, 1996 to the Prospectus dated January 31, 1996
as part of the Registrant's Registration Statement on Form S-3,
as amended (Registration No. 33-64193) (the "Registration
Statement"), and such description is hereby incorporated herein
by reference. Such Prospectus Supplement may be revised,
supplemented, modified or amended, and any such revision,
supplement, modification or amendment is hereby incorporated
herein by reference.
Item 2. Exhibits.
Exhibit No. Description
- ----------- -----------
1 Certificate of Designation relating to the 6 5/8%
Cumulative Preferred Stock, Series H (Stated Value
of $500 Per Share).
2 Restated Certificate of Incorporation of J.P.
Morgan & Co. Incorporated.
3 By-Laws of J.P. Morgan & Co. Incorporated.
4 Form of the Stock Certificate for the 6 5/8%
Cumulative Preferred Stock, Series H (Stated Value
of $500 Per Share).
5 Form of Deposit Agreement.
6 Form of Depositary Receipts evidencing Depositary
Shares.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
J.P. Morgan & Co. Incorporated
By: Margaret M. Foran/s/
--------------------
Margaret M. Foran
Vice President, Assistant
General Counsel and Assistant
Secretary
Dated: February 16, 1996
<PAGE>
INDEX TO EXHIBITS
1. Form of Certificate of Designation relating to the 6 5/8%
Cumulative Preferred Stock, Series H (Stated Value of $500
Per Share).
2. Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(a) to the
Registrant's Registration Statement on Form S-3 (File No.
33-55851)).
3. By-Laws (incorporated by reference to Exhibit 3(b) to the
Registrant's Registration Statement on Form S-3 (File No.
33-49775)).
4. Form of the Stock Certificate for the 6 5/8% Cumulative
Preferred Stock, Series H (Stated Value of $500 Per Share).
5. Form of Deposit Agreement (incorporated by reference to
Exhibit 4(a)(6) to the Registrant's Registration Statement
on Form S-3 (File No. 33-49775)).
6. Form of Depositary Receipts evidencing Depositary Shares
(contained as Exhibit A to the Form of Deposit Agreement)
(incorporated by refernce to Exhibit 4(a)(7) to the
Registrant's Registration Statement on Form S-3 (File No.
33-49775)).
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
of
6 5/8 % CUMULATIVE PREFERRED STOCK, SERIES H
of
J. P. MORGAN & CO. INCORPORATED
J. P. MORGAN & CO. INCORPORATED, a corporation organized and
existing under the laws of the State of Delaware (herein referred to
as the "Company"), in accordance with the provisions of Section 151
of the General Corporation Law of the State of Delaware, does hereby
CERTIFY:
A resolution providing for and in connection with the issuance
of the preferred stock of the Corporation, without par value, was
duly adopted by the Securities Committee (the "Securities Committee")
of the Board of Directors (the "Board of Directors") of the Company,
pursuant to authority conferred on the Securities Committee by the
Board of Directors, and on the Board of Directors (which fixed the
voting rights with respect to the shares designated herein) by the
provisions of the Restated Certificate of Incorporation, as amended,
of the Company, which Restated Certificate of Incorporation, as
amended, authorizes the issuance of up to ten million shares of
preferred stock, without par value, and which resolution provides as
follows:
RESOLVED that an issue of a series of the preferred stock,
without par value, of the Company consisting of 400,000 shares is
hereby provided for, and the voting power, designation, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof are fixed hereby
as follows:
1. Designation. The designation of such preferred stock shall
be 6 5/8 % Cumulative Preferred Stock, Series H (hereinafter referred
to as the "Series H Preferred Stock") and the number of shares
constituting such series is 400,000. Shares of the Series H
Preferred Stock shall have a stated value of $500 per share. The
number of authorized shares of the Series H Preferred Stock may be
reduced by further resolution duly adopted by the by the Board of
Directors of the Company, the Securities Committee, or any other duly
authorized committee of the Board of Directors and by the filing of a
certificate pursuant to the provisions of the General Corporation Law
of the State of Delaware stating that such reduction has been so
authorized but the number of authorized shares of the Series H
Preferred Stock shall not be increased.
2. Dividends. (a) Holders of shares of Series H Preferred Stock
shall be entitled to receive cash dividends when, as and if declared
by the Board of Directors of the Company, out of funds legally
available therefor, at a rate of 6 5/8% per annum on the stated value
thereof. Such dividends shall be cumulative from February 8, 1996
(the date of original issue of such shares) and shall be payable,
when, as and if declared by the Board of Directors on March 31, June
30, September 30 and December 31 of each year commencing March 31,
1996. Each such dividend shall be paid to the holders of record of
shares of Series H Preferred Stock at the close of business on the
fifteenth day of the month next preceding the month in which such
dividend payment is made.
Dividends as provided for in this Paragraph 2, to the extent not
declared and paid for any past dividend periods, may be declared and
paid at any time, without reference to any regular dividend payment
date, to holders of record on such date, not exceeding 45 days
preceding the payment date therefor, as may be fixed by the Board of
Directors of the Company, the Securities Committee, or any other duly
authorized committee of the Board of Directors. Dividends payable on
the Series H Preferred Stock for any period less than a full
quarterly dividend period, and for the dividend period beginning on
the date of issuance of the shares of the Series H Preferred Stock,
shall be computed on the basis of a 360-day year consisting of twelve
30-day months. The amount of dividends payable on shares of the
Series H Preferred Stock for each full quarterly dividend period
shall be computed by dividing the annual dividend rate by four.
(b) No full dividends shall be declared or paid or set apart
for payment on Preferred Stock of any series ranking, as to
dividends, on a parity with the Series H Preferred Stock for any
period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment on the
Series H Preferred Stock for all dividend payment periods terminating
on or prior to the date of payment of such full cumulative dividends.
When dividends are not paid in full, as aforesaid, upon the shares of
the Series H Preferred Stock and any other Preferred Stock ranking on
a parity as to dividends with the Series H Preferred Stock, all
dividends declared upon shares of the Series H Preferred Stock and
any other Preferred Stock ranking on a parity as to dividends with
the Series H Preferred Stock shall be declared pro rata so that the
amount of dividends declared per share on the Series H Preferred
Stock and such other Preferred Stock shall in all cases bear to each
other the same ratio that accrued dividends per share on the shares
of the Series H Preferred Stock and such other Preferred Stock bear
to each other. Holders of shares of the Series H Preferred Stock
shall not be entitled to any dividend, whether payable in cash,
property or stocks, in excess of full cumulative dividends, as herein
provided, on the Series H Preferred Stock. No interest, or sum of
money in lieu of interest, shall be payable in respect if any
dividend payment of payments on the Series H Preferred Stock which
may in arrears.
3. Redemption. The Series H Preferred Stock shall not be
redeemable prior to March 31, 2006. On or after March 31, 2006, the
Company, at its option, with prior approval of the appropriate bank
regulators, if so required, may redeem the Series H Preferred Stock,
as a whole or in part, at any time or from time to time out of funds
legally available therefor, at a redemption price of $500 per share
plus an amount equal to accrued and unpaid dividends thereon to the
date fixed for redemption.
In the event the Company shall redeem shares of Series H
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears
on the stock register of the Company. Each such notice shall state:
(1) the redemption date; (2) the number of shares of Series H
Preferred Stock to be redeemed and, if less than all the shares held
by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (3) the redemption price; (4) the place or
places where certificates for such shares are to be surrendered for
payment of the redemption price; and (5) that dividends on the shares
to be redeemed will cease to accrue on such redemption date. Notice
having been mailed as aforesaid, from and after the redemption date
(unless default shall be made by the Company in providing money for
the payment of the redemption price) dividends on the shares of the
Series H Preferred Stock so called for redemption shall cease to
accrue, and said shares shall no longer be deemed to be outstanding,
and all rights of the holders thereof as stockholders of the Company
(except the right to receive from the Company the redemption price)
shall cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Company shall
so require and the notice shall so state), such shares shall be
redeemed by the Company at the redemption price aforesaid. If less
than all the outstanding shares of the Series H Preferred Stock are
to be redeemed, shares to be redeemed shall be selected by the
Company from outstanding shares of Series H Preferred Stock not
previously called for redemption by lot or pro rata (as nearly as may
be) or by any other method determined by the Company in its sole
discretion to be equitable. A new certificate shall be issued
representing the unredeemed shares without cost to the holder
thereof.
Notwithstanding the foregoing provisions of this Section 3, if
any dividends on the Series H Preferred Stock are in arrears, no
shares of the Series H Preferred Stock shall be redeemed unless all
outstanding shares of the Series H Preferred Stock are simultaneously
redeemed, and the Company shall not purchase or otherwise acquire any
shares of such Series; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of the Series H
Preferred Stock pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of the Series H
Preferred Stock.
4. Shares to be Retired. All shares of the Series H Preferred
Stock redeemed by the Company shall be retired and canceled and shall
not be reissued as shares of Series H Preferred Stock and upon the
filing of any document required by the Delaware General Corporation
Law shall be restored to the status of authorized but unissued shares
of preferred stock, without designation as to series.
5. Conversion or Exchange. The holders of shares of the Series
H Preferred Stock shall not have any rights to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of
the Company.
6. Voting. The Series H Preferred Stock shall have no voting
powers either general or special except as otherwise required by law
and as hereinafter provided in this Section 7.
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 on any share or shares of
preferred stock are in default, the number of directors constituting
the Board of Directors of the Company shall automatically be
increased by two. The holders of record of the Series H Preferred
Stock, voting separately as a class with the holders of shares of any
one or more other series of preferred stock upon which like voting
rights have been conferred (including, without limitations, the
Adjustable Rate Cumulative Preferred Stock, Series A (the "Series A
Preferred Stock") and the Variable Cumulative Preferred Stock, Series
B through F (the "Variable Cumulative Preferred Stock" and together,
with Series A Preferred Stock, the "Other Preferred Stock"), shall be
entitled at said meeting of stockholders (and at each subsequent
annual meeting of stockholders), unless all dividends in arrears have
been paid or declared and set apart for payment prior thereto, to
vote for the election of two directors of the Company, the holders of
record of the Series H Preferred Stock and the Variable Cumulative
Preferred Stock being entitled to cast one vote per share and the
holders of record of the Series A Preferred Stock being entitled to
cast one-tenth (1/10) of one vote per share, with the remaining
directors of the Company to be elected by the holders of record of
shares of any other class or classes or series of stock entitled to
vote therefor. Until the default in payments of all dividends which
permitted the election of said directors shall cease to exist, any
director who shall have been so elected pursuant to the next
preceding sentence may be removed at any time, without cause, only by
the affirmative vote of the holders of record of the shares of
preferred stock at the time entitled to cast a majority of the votes
entitled to be cast for the election of any such director at a
special meeting of such holders of record called for that purpose,
and any vacancy in such directorship thereby created or otherwise
created may be filled only by the affirmative vote of the holders of
record of the shares of preferred stock at the time entitled to cast
a majority of the votes entitled to be cast for the election of any
such director. If and when such default shall cease to exist, the
holders of record of the Series H Preferred Stock and the holders of
record of shares of any one or more series of preferred stock upon
which like voting rights have been conferred (including, without
limitation the Other Preferred Stock) shall be divested of the
foregoing special voting rights, subject to reinvesting in the event
of each and every subsequent like default in payments of dividends.
Upon the termination of the foregoing special voting rights, the
terms of office of all persons who may have been elected directors
pursuant to said special voting rights will terminate, and the number
of directors constituting the Board of Directors shall be
automatically reduced by two. For the purposes of the foregoing,
default in the payment of dividends for the equivalent of six
quarterly dividends means, in the case of Preferred Stock which pays
dividends either more or less frequently than every quarter, default
in the payment of dividends in respect of one or more Dividend
Periods containing in the aggregate not less than 540 days.
Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the consent of the holders of
record of at least 66 2/3% of all of the voting power of the Series H
Preferred Stock and all other shares of the same class at the time
outstanding (including, without limitation, the Other Preferred
Stock), given in person or by proxy, either in writing or by a vote
at a meeting called for that purpose, voting as a class without
regard to series, the holders of record of the Series H Preferred
Stock and the Variable Cumulative Preferred Stock being entitled to
cast one vote per share and the holders of record of the Series A
Preferred Stock being entitled to cast one-tenth (1/10) of one vote
per share, shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of any of the
provisions of the Restated Certificate of Incorporation or of any
certificate amendatory thereof or supplemental thereto (including any
Certificate of Designations, Rights and Preferences or any similar
document relating to any series of preferred stock) so as to
materially adversely affect the preferences, rights, powers or
privileges of the Series H Preferred Stock and any other shares of
the same class (including, without limitation, the Other Preferred
Stock); provided, however, that in any case in which one or more, but
not all, series of Other Preferred Stock or Series H Preferred Stock
or other series of such class would be materially adversely affected
as to the preferences, rights, powers or privileges thereof, the
affirmative consent of holders of record of shares entitled to cast
at least 66 2/3% of the votes entitled to be cast by the holders of
all of the shares of all of the series that would be adversely
affected, voting as a class, shall be required in lieu thereof.
Unless the vote or consent of the holders of record of a greater
number of shares shall then be required by law, the consent of the
holders of record of at least 66 2/3% of all of the voting power of
the shares of the Series H Preferred Stock and all shares of all
other series of preferred stock ranking on a parity (including,
without limitation, the Other Preferred Stock) with shares of the
Series H Preferred Stock, either as to dividends or upon liquidation,
at the time outstanding, given in person or by proxy, either in
writing or by a vote at a meeting called for the purpose at which the
holders of record of shares of the Series H Preferred Stock, the
Other Preferred Stock and shares of such other series of preferred
stock shall vote together as a single class without regard to series,
the holders of record of the Series H Preferred Stock and the Other
Preferred Stock being entitled to cast one vote per share and holders
of record of Series A Preferred Stock being entitled to cast one-tenth
(1/10) of one vote per share, shall be necessary to issue,
authorize, or increase the authorized amount of, or issue or
authorize any obligation or security convertible into or evidencing a
right to purchase, any additional class or series of stock ranking
prior to the Series H Preferred Stock, Other Preferred Stock or such
other preferred stock as to dividends or upon liquidation.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company,
the holders of the Series H Preferred Stock shall be entitled to
receive out of the assets of the Company available for distribution
to stockholders, before any distribution of assets shall be made to
the holders of Common Stock or of any other shares of stock of the
Company ranking as to such a distribution junior to the Series H
Preferred Stock, an amount equal to $500 per share plus an amount
equal to any accrued and unpaid dividends thereon (whether or not
earned or declared) to the date fixed for payment of such
distribution. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the amounts payable with
respect to the Series H Preferred Stock and any other shares of stock
of the Company ranking as to any such distribution on a parity with
the Series H Preferred Stock are not paid in full, the holders of the
Series H Preferred Stock and of such other shares shall share ratably
in any such distribution of assets of the Company in proportion to
the full respective preferential amounts to which they are entitled.
After payment to the holders of the Series H Preferred Stock of the
full preferential amounts provided for in this Section 7, the holders
of the Series H Preferred Stock shall be entitled to no further
participation in any distribution of assets by the Company.
Neither the sale, conveyance, exchange or transfer of all or
substantially all the property or business of the Company, the merger
or consolidation of the Company into or with any other corporation
nor the merger or consolidation of any other corporation into or with
the Company shall be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, of the Company for the purposes
of this Section 7.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any of the Series H Preferred Stock shall be outstanding, the Company
shall not declare any dividends on the Common Stock of the Company or
any other stock of the Company ranking as to dividends or
distribution of assets junior to the Series H Preferred Stock (as
defined below, the "Junior Stock"), or make any payment on account
of, or set apart money for, a sinking or other analogous fund for the
purchase, redemption or other retirement of any shares of Junior
Stock, or make any distribution in respect thereof, whether in cash
or property or in obligations or stock of the Company, other than
Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless
full cumulative dividends shall have been paid or declared and set
apart for payment upon all outstanding shares of preferred stock
other than Junior Stock, at the date of such declaration in the case
of any such dividend, or the date of such setting apart in the case
of any such fund, or the date of such payment or distribution in the
case of any other Junior Stock Payment.
9. Ranking of Stock of the Company. For purposes of this
resolution, any stock of any class or classes of the company shall be
deemed to rank:
(1) prior to the shares of the Series H Preferred Stock,
either as to dividends or upon liquidation, if the holders of such
class or classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of
the Company, as the case may be, in preference or priority to the
holders of shares of the Series H Preferred Stock;
(2) on a parity with shares of the Series H Preferred Stock,
either as to dividends or upon liquidation, whether or not the
dividend rates, dividend payment dates or redemption or liquidation
prices per share or sinking fund provisions, if any, be different
from those of the Series H Preferred Stock, if the holders of such
stock shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the
Company, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority,
one over the other, as between the holders of such stock and the
holders of shares of the Series H Preferred Stock; and
(3) junior to shares of the Series H Preferred Stock, either
as to dividends or upon liquidation, if such class shall be Common
Stock or if the holders of shares of the Series H Preferred Stock
shall be entitled to receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the Company, as the
case may be, in preference or priority to the holders of shares of
such class or classes."
The Company has caused this Certificate to be signed by Margaret
M. Foran, its Vice President and Assistant General Counsel on this
5th day of February, 1996.
J. P. MORGAN & CO. INCORPORATED
By: Margaret M. Foran/s/
J.P. MORGAN & CO. INCORPORATED
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
6 5/8% CUMULATIVE PREFERRED STOCK, SERIES H
($500 STATED VALUE)
CUSIP 616880 80 3
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT _________________
is the owner of _________________________
fully paid and non-assessable shares without par value of 6 5/8%
Cumulative Preferred Stock, Series H ($500 stated value), of J.P.
Morgan & Co. Incorporated (the "Corporation") transferable on the
books of the Corporation by the holder in person or by duly
authorized Attorney on surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned by the
Registrar and Transfer Agent.
Witness the seal of the Corporation and the signatures of the
duly authorized officers.
J.P. MORGAN & CO. INCORPORATED
Attest:
___________________ __________________
Assistant Secretary Vice President
FIRST CHICAGO TRUST COMPANY OF NEW YORK
as Registrar and Transfer Agent
By ______________________
Authorized Signature
<PAGE>
[FORM OF REVERSE OF CERTIFICATE]
J.P. MORGAN & CO. INCORPORATED
J.P. Morgan & Co. Incorporated will furnish to any shareholder upon
request and without charge, a full statement of the designation,
relative rights, preferences and limitations of the shares of the
Series H Preferred Stock and of each class of shares authorized to
be issued, and the designation, relative rights, preferences and
limitations of each series of Preferred Stock, so far as the same
have been fixed, and the authority of the Board of Directors to
designate and fix the relative rights, preferences and limitations
of other series. Any such request is to be addressed to the
Transfer Agent named on the face of this certificate.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM (as tenants in common)
TEN ENT (as tenants by the entireties)
JT TEN (as joint tenants with right of survivorship and not as
tenants in common)
UNIF GIFT MIN ACT - ________ (Cust) Custodian ________ (Minor)
under Uniform Gifts to Minors Act____________(State)
Additional abbreviations may be used.
For value received, __________________ hereby sell, assign, and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
ASSIGNEE)
_________________________________________________________________
___________________________________________________________ Shares
of the preferred stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _____________________
Attorney to transfer the said stock on the books of the within-
named Corporation with full power of substitution in the premises.
Dated ________
In the presence of ____________________
Notice: The signature to the assignment must correspond with the
name as written upon the face of this certificate in every
particular way, without alteration or enlargement or any change
whatever.
