Pricing Supplement No. 43 Dated May 27, 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
(Floating Rate Notes)
Principal Amount: $50,000,000
CUSIP: 61687Y BL0
Trade Date: May 27, 1997
Settlement Date: June 10, 1997
Maturity Date: Two Business Days following the Final
Valuation Date
If principal amount is other than
U.S. dollars, equivalent in U.S. dollars: N/A
Exchange Agent: N/A
Price to Public (Issue Price): 100%
Net Proceeds to Issuer: 100%
Interest Rate (per annum): see below
Interest Rate Basis:
( ) Commercial Paper Rate ( ) Federal Funds Rate
( ) LIBOR (Reuters) ( ) Treasury Rate Note
( ) LIBOR (Telerate) (X) Other: see below
( ) Prime Rate
Interest Payment Date(s): Two Business Days following the
Final Valuation Date
Record Date(s): ( ) The fifteenth day (whether or not a
Business Day) next preceding each Interest Payment Date.
(X) Other: the Final Valuation Date
Initial Interest Rate Per Annum: see below
Interest Payment Period: ( ) Annual ( ) Semi-Annual
( ) Monthly ( ) Quarterly (X) Other: see below
Interest Reset Periods:
( ) Daily ( ) Weekly ( ) Monthly ( ) Quarterly
( ) Semi-annually; on each Interest Payment Date
( ) Annually; the third Wednesday of:
(X) Other: see below
Interest Reset Dates: see below
Interest Determination Dates, if other than stated in the
Prospectus Supplement: see below
Interest Calculation:
( ) Regular Floating Rate
( ) Inverse Floating Rate (Fixed Interest Rate: ___%)
(X) Other Floating Rate (See below)
Spread (plus/minus): see below Spread Multiplier: N/A
Index Maturity: N/A Index Currency: N/A
Maximum Interest Rate: N/A Minimum Interest Rate:
0.00%
Calculation Date if other than stated in the Prospectus
Supplement: N/A
Right of Payment:
( ) Subordinated ( X ) Unsubordinated
Day Count Basis: ( ) 30/360 (Commercial Paper Rate Notes,
Federal Funds Rate Notes, Prime
Rate Notes and LIBOR Notes)
( ) Actual (Treasury Rate Notes)
(X) See below
Form: (X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
(X) The Notes may not be redeemed prior to stated maturity.
( ) The Notes may be redeemed prior to maturity.
Sinking Fund: None
Extendible Note: ( ) Yes (X) No
Amortization Schedule: N/A
Original Issue Discount: N/A
Amount of OID:
Yield to Maturity:
Interest Accrual Date:
Initial Accrual Period OID:
Indexed Note: (X) Yes ( ) No
Calculation Agent(s): ( ) First Trust of New York,
National Association
(X) Morgan Guaranty Trust Company of New York
Plan of Distribution:
The Company will sell the aggregate principal amount of the
Notes to J.P. Morgan Securities Inc. ("JPMSI") at a price of
100% 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:
Interest shall be payable on the Note on the Maturity Date
(or if such day is not a Business Day, the next following
Business Day). Interest on the Note will be calculated in
accordance with the following formula but, in no event,
shall it be less than zero:
max [[ Principal Amount * 7.21% * Wi * FXi,fwd / FXi,mat ], 0], where:
Wi: Hong Kong Dollar: 25.20%
Taiwan Dollar: 22.0%
Malaysian Ringgit: 18.7%
South Korean Won: 9.4%
Singapore Dollar: 9.0%
Indonesian Rupiah: 6.3%
Philippine Peso: 4.7%
Thai Baht: 4.7%
FXi,fwd: 1) Hong Kong Dollar 8.0213
2) Taiwan Dollar 26.6666
3) Malaysian Ringgit 2.6405
4) South Korean Won 980.9953
5) Singapore Dollar 1.2120
6) Indonesian Rupiah 3639.97
7) Philippine Peso 33.3947
8) Thai Baht 32.9886
FXi,mat: Number of currency per 1 US Dollar on the Final
Valuation Date, as determined by the
Calculation Agent based on the prevailing rates
in the foreign exchange markets.
Principal Repayments on the Notes
The Notes will pay on the Maturity Date (or if such day is
not a Business Day, the next following Business Day), the
Principal Amount, which shall not be less than 100%. In
addition to the Principal Amount, the Notes will pay a
Redemption Amount that shall not be less than 0%. The
Redemption Amount is a one time payment (not a per annum
rate) (such amount, the "Redemption Amount").
The Redemption is equal to the greater of zero or an amount
equal to the following formula:
Principal Amount * Participation Factor *
n (Ii, final/FXi, final)
Sum of Wi * ------------------------ - Strike , 0
i-1 (Ii, initial/FXi, initial)
max
where:
Participation 116.0%
Factor:
Rounding: Value input into the above formula and intermediate
calculation expressed as a percentage shall be
rounded to 5 decimal places and the resulting Index
Return expressed as a percentage, rounded to 5
decimal places.
Exchange Business Any day that is (or, but for the occurrence of a
Day: Market Disruption Event, would have been) a trading
day on each of the Exchange and the principal
options and futures exchanges for the underlying
security other than a day on which trading on any
such Exchange or principal options or futures
exchange is scheduled to close prior to its regular
weekday closing time.
Exchange: Hong Kong, Taiwan, Kuala Lumpur, Seoul, Singapore,
Jakarta, Manila, Bangkok
Maturity Date: Two Business Days following the Final Valuation
Date
Valuation Date: Each of the following dates, December 10, 2003,
January 10, 2004, February 10, 2004, March 10,
2004, April 10, 2004, May 10, 2004, June 10, 2004 ,
subject to Market Disruption Event.
Final Valuation June 10, 2004, subject to Market Disruption Event.
Date:
The average of the closing levels of Indexi on each
Initial Index of the following dates, June 3, 1997, June 4, 1997,
Level (Ii, June 5, 1997, June 6, 1997, June 10, 1997, at the
initial): Valuation Time, as determined by the Calculation
Agent.
Final Index Level The average of the closing levels of Indexi on each
(Ii, final): of the Valuation Dates, at the Valuation Time, as
determined by the . If any Valuation Date is not a
Business Day, then the first following day that is
a Business Day shall be the relevant Valuation
Date. If there is a Market Disruption Event (as
defined below) on a Valuation Date, then the
Valuation Date shall be the first succeeding
Exchange Business Day on which there is no Market
Disruption Event.
Reference Index 1) Hang Seng, Hong Kong Dollar
and Reference FX: 2) Taiwan Weighted (TWSE), Taiwan Dollar
3) Kuala Lumpur Composite, Malaysian Ringgit
4) KOSPI 200, South Korean Won
5) Singapore Strait Times, Singapore Dollar
6) Jakarta Composite, Indonesian Rupiah
7) Philippines Composite, Philippine Peso
8) Stock Exchange of Thailand (SET), Thai Baht
Index Weights Hang Seng: 25.20%
(Wi): Taiwan Weighted (TWSE): 22.0%
Kuala Lumpur Composite: 18.7%
KOSPI 200: 9.4%
Singapore Strait Times: 9.0%
Jakarta Composite: 6.3%
Philippines Composite: 4.7%
Stock Exchange of Thailand (SET): 4.7%
Index Strike 107.21%
Level:
Initial FX Level Units of currency per 1 US Dollar on each of the
(FXi,initial): following dates, June 3, 1997, June 4, 1997, June
5, 1997, June 6, 1997, June 10, 1997, as
determined by the Calculation Agent based on the
prevailing rates in the foreign exchange markets.
Final FX Level Number of currency per 1 US Dollar on each
(FXi,final): Valuation Date, as determined by the Calculation
Agent based on the prevailing rates in the foreign
exchange markets.
Valuation Time: The close of trading on the Exchange.
Market Disruption In respect of an Index, the occurrence or existence
Event: on any Exchange Business Day during the one-half
hour period that ends at the Valuation Time of any
suspension of or limitation imposed on trading (by
reason of movements in price exceeding limits
permitted by the relevant exchange or otherwise) on
(i) the Exchange in securities that comprise 20% or
more of the level of such Index or (ii) any Related
Exchange in options contracts on such Index or
(iii) any Related Exchange in futures contracts on
such Index, if, in the determination of the
Calculation Agent, such suspension or limitation is
material.
For the purpose of determining whether a Market
Disruption Event exists at any time, if trading in
a security included in an Index is materially
suspended or materially limited at that time, then
the relevant percentage contribution of that
security to the level of such Index shall be based
on a comparison of (i) the portion of the level of
the Index attributable to that security relative to
(ii) the overall level of the Index, in each case
immediately before that suspension or limitation.
FX Level at Number of currency per 1 US Dollar on the Maturity
Maturity Date, as determined by the Calculation Agent based
(FXi,mat): on the prevailing rates in the foreign exchange
markets.
Neither the Note nor any interest therein may be assigned or
transferred (whether by way of security or otherwise)
without the prior written consent of the Issuer.
THE NOTE IS NOT SPONSORED, ENDORSED, SOLD, OR PROMOTED BY
ANY INDEX OR ANY SPONSOR OF SUCH INDEX AND NO SPONSOR MAKES
ANY REPRESENTATION WHATSOEVER, WHETHER EXPRESS OR IMPLIED,
EITHER AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF AN
INDEX AND/OR THE LEVELS AT WHICH AN INDEX STANDS AT ANY
PARTICULAR TIME ON ANY PARTICULAR DATE OR OTHERWISE. NO
INDEX OR SPONSOR OF AN INDEX SHALL BE LIABLE (WHETHER IN
NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY ERROR IN THE
INDEX AND THE SPONSOR OF ANY INDEX IS UNDER NO OBLIGATION TO
ADVISE ANY PERSON OF ANY ERROR THEREIN. NO SPONSOR OF ANY
INDEX IS MAKING ANY REPRESENTATION WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, AS TO THE ADVISABILITY OF PURCHASING OR
ASSUMING ANY RISK IN CONNECTION WITH PURCHASING THE NOTE.
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.
