Pricing Supplement No. 45 Dated June 20, 1997
(To Prospectus Supplement dated February 20, 1996
and Prospectus dated January 31, 1996)
Pursuant to Rule 424(b)(3)
Registration Statement No. 33-64193
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
Subordinated Debt Securities
(Zero Coupon Notes)
Principal Amount: $800,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AK4
Trade Date: June 20, 1997
Settlement Date: July 1, 1997
Maturity Date: July 1, 2027
Price to Public (Issue Price): 9.644%
Net Proceeds to Issuer: $75,152,000
Interest Rate (per annum): 0%
Interest Payment Date(s): Accrued Original Issue Discount
will be paid upon maturity or upon the
redemption of the Notes, such redemption being at the option
of the Issuer.
Record Date(s): ( ) March 1 and September 1 of each year
(X) Other: June 15 of each year.
Day Count Basis: (X) 30/360
( ) Actual
Form: ( X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
( ) The Notes may not be redeemed prior to stated maturity.
( X) The Notes may not be redeemed prior to July 1, 2007. Thereafter,
they may be redeemed at the option of the Issuer upon at least 20
calendar days notice, in whole but not in part, on each
July 1 beginning July 1, 2007 at a redemption price equal to the
principal amount of the Notes multiplied by the Call Percentage
relating to such Optional Redemption dates set forth below:
Optional Call
Redemption Percentage
Date
July 1--2007 21.030%
July 1--2008 22.735%
July 1--2009 24.579%
July 1--2010 26.572%
July 1--2011 28.726%
July 1--2012 31.055%
July 1--2013 33.573%
July 1--2014 36.295%
July 1--2015 39.238%
July 1--2016 42.419%
July 1--2017 45.859%
July 1--2018 49.577%
July 1--2019 53.597%
July 1--2020 57.942%
July 1--2021 62.640%
July 1--2022 67.719%
July 1--2023 73.210%
July 1--2024 79.146%
July 1--2025 85.563%
July 1--2026 92.500%
Any repayment of the principal hereof may be made with the prior
written approval of the appropriate federal and state banking
regulatory agencies.
Sinking Fund: None
Right of Payment:
(X ) Subordinated ( ) Unsubordinated
The Notes are subordinate in right of payment to Senior Indebtedness and, in
certain circumstances relating to the bankruptcy or insolvency of the Company,
to Derivative Obligations of the Company. At March 31, 1997 the amount of
indebtedness constituting Senior Indebtedness was approximately $7.5
billion and the amount of Derivative Obligations was immaterial.
Original Issue Discount: $722,848,000
Yield to Maturity: 7.950% semi-annual
Interest Accrual Date: July 1, 1997
Initial Accrual Period OID: $3,066,814.00
Amortization Schedule: N/A
Denominations: $1,000 with $1,000 integral multiples thereafter.
Plan of Distribution:
The Company, will sell the Notes to J.P. Morgan Securities Inc.
("JPMSI") at a price of 9.394% of the principal amount of the Notes.
The Company has agreed to indemnify JPMSI against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
Additional Terms:
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN
THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
