AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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J.P. MORGAN & CO. INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2625764
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 WALL STREET, NEW YORK, NEW YORK 10260-0060
(212) 483-2323
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
RACHEL. F. ROBBINS
SECRETARY
J.P. MORGAN & CO. INCORPORATED
60 WALL STREET, NEW YORK, NEW YORK 10260-0060
(212) 648-3535
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
GENE A. CAPELLO, ESQ.
VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL
J.P. MORGAN & CO. INCORPORATED
60 WALL STREET
NEW YORK, NEW YORK 10260-0060
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
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If any of the securities being registered on this Form are to
be offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- --------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate of Amount of
securities to be registered registered per unit offering price registration fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, Warrants
to Purchase Debt Securities,
Series Preferred Stock,
Preferred Stock and
Depositary Share Warrants
and Currency Warrants... $1,200,000,000(1)(3) 100%(2) $1,200,000,000(2)(3) $363,636.36
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Depositary Shares...... (4) None None None
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</TABLE>
(1) Or, if any securities are issued at original issue discount,
such greater amount as shall result in an initial aggregate offering price
of $1,200,000,000 to the Issuer. There are being registered
hereunder such indeterminate number of shares of Series Preferred Stock, as
may from time to time (including shares of Series Preferred Stock which may
be issued upon exercise of Preferred Stock Warrants) be issued as
indeterminate prices, but with an aggregate initial offering price
not to exceed $1,200,000,000.
(2) Estimated pursuant to Rule 457 under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee.
(3) In U.S. dollars or equivalent thereof in foreign denominated
coin or currency or currency units.
(4) There are also being registered hereunder such indeterminate
number of Depositary Shares to be evidenced by Depositary Receipts
to be issued pursuant to a Deposit Agreement. In the event the Issuer
elects to offer to the public fractional interests in shares of the Series
Preferred Stock registered hereunder, Depositary Receipts will be distributed
to these persons purchasing such fractional interests and the shares
of the Series Preferred Stock will be issued to the Depositary under the
Deposit Agreement.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
J.P. Morgan & Co. Incorporated
Debt Securities, Warrants to Purchase Debt Securities, Series
Preferred Stock, Depositary Shares, Warrants to Purchase
Series Preferred Stock or Depositary Shares and Currency Warrants
J.P. Morgan & Co. Incorporated ("J.P. Morgan") may from
time to time offer its senior debt securities (the "Debt
Securities") and subordinated debt securities (the "Subordinated
Debt Securities") (the Debt Securities and the Subordinated Debt
Securities are collectively known as the "J.P. Morgan Debt
Securities"), warrants to purchase J.P. Morgan Debt Securities
(the "Debt Warrants"), one or more series of its series preferred
stock (the "Series Preferred Stock"), interests in which may be
represented by depositary shares (the "Depositary Shares"),
warrants to purchase shares of Series Preferred Stock or
Depositary Shares (together the "Preferred Stock Warrants") and
Currency Warrants (the "Currency Warrants"), for issuance and
sale, at an aggregate initial public offering price not to exceed
$1,200,000,000, on terms determined by market conditions at the
time of sale. J.P. Morgan Debt Securities and Debt Warrants are
collectively called the "Securities". As used herein, Securities
shall include Securities denominated in U.S. dollars or, at the
option of J.P. Morgan if so specified in the applicable
Prospectus Supplement, in any other freely transferable currency
or units based on or relating to currencies, including European
Currency Units (ECU). With respect to the J.P. Morgan Debt
Securities as to which this Prospectus is being delivered, the
specific designation, aggregate principal amount, maturity, rate
and time of payment of any interest, coin or currency or currency
units in which principal and interest will be paid, purchase
price and any terms for mandatory or optional redemption
(including any sinking fund) of any J.P. Morgan Debt Securities,
the exercise price and terms of any Debt Warrants and any other
specific terms of the Securities are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement"). If
series preferred stock is offered, the Prospectus Supplement will
set forth the specific title, number of shares of series
preferred stock and number of Depositary Shares, if any, any
dividend, liquidation, redemption, conversion, voting or other
rights, the initial public offering price and any other terms of
the offering. If Preferred Stock Warrants or Currency Warrants
are offered, the Prospectus Supplement will set forth the number
offered, a description (if applicable) of the Series of Preferred
Stock for which each is exercisable, the exercise price and
duration. The Securities, the Series Preferred Stock, the
Depositary Shares, the Preferred Stock Warrants and the Currency
Warrants are hereinafter collectively known as the "Offered
Securities".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_______________
The Offered Securities may be offered directly, through
agents designated from time to time, through dealers or through
one or more managing underwriters, acting alone or with other
underwriters. See "Plan of Distribution". Any such agents or
dealers, and any underwriters, are set forth in the Prospectus
Supplement. If an agent of J.P. Morgan or a dealer or
underwriter is involved in the offering of the Offered Securities
in connection with which this Prospectus is being delivered, the
agent's commission, dealer's purchase price or underwriter's
discount is set forth in, or may be calculated from, the
Prospectus Supplement and the net proceeds to J.P. Morgan from
such sale will be the purchase price of such Offered Securities
less such commission in the case of an agent, the purchase price
of such Offered Securities in the case of a dealer, and the
public offering price less such discount in the case of an
underwriter and less, in each case, the other expenses of J.P.
Morgan associated with such issuance and distribution.
The aggregate proceeds to J.P. Morgan from all the Offered
Securities sold will be the purchase price of such Offered
Securities excluding any agents' commissions, any underwriters'
discounts and the other expenses of issuance and distribution.
See "Plan of Distribution" for possible indemnification
arrangements for agents, dealers and underwriters.
This Prospectus and related Prospectus Supplement may be
used by direct or indirect wholly-owned subsidiaries of J.P.
Morgan in connection with offers and sales related to secondary
market transactions in the Offered Securities. Such subsidiaries
may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the
time of sale.
October 6, 1997
No person has been authorized to give any information or to
make any representations other than those contained or
incorporated by reference in this Prospectus and the Prospectus
Supplement in connection with the offering made hereby, and if
given or made such information or representation must not be
relied upon as having been authorized by J.P. Morgan or by
another person.
AVAILABLE INFORMATION
J.P. Morgan is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th
floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information
concerning J.P. Morgan may also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005. This Prospectus does not contain all information set
forth in the Registration Statement and exhibits thereto which
J.P. Morgan has filed with the Commission under the Securities
Act of 1933 and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
J.P. Morgan hereby incorporates by reference in this
Prospectus J.P. Morgan's Annual Report on Form 10-K for the year
ended December 31, 1996 (included in its Annual Report to
Stockholders), J.P. Morgan's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997 and June 30, 1997 and
J.P. Morgan's Reports on Form 8-K dated January 13, 1997, January
30, 1997, April 10, 1997, July 10, 1997, July 30, 1997 and September
11, 1997 heretofore filed pursuant to Section 13 of the 1934 Act.
In addition, all reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities shall be
deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein or in the accompanying Prospectus Supplement
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
J.P. Morgan will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein
by reference (other than exhibits to such documents). Written
requests should be directed to the Office of the Secretary, J.P.
Morgan & Co. Incorporated, 60 Wall Street, New York, New York
10260-0060. Telephone requests may be directed to
(212) 648-3380.
J.P. Morgan & Co. Incorporated
J.P. Morgan, whose origins date to a merchant banking firm founded in London
in 1838, is the holding company for subsidiaries engaged globally in
providing a wide range of financial service to institutions, corporations,
governments, and individuals. J.P. Morgan's activities are summarized below.
Business environment
J.P. Morgan conducts its business in a global environment that is inherently
unpredictable. Numerous variables may have a material effect on the firm's
results or operations. These variables include, but are not limited to:
economic and market conditions, including the liquidity of secondary markets,
the volatility of market prices, rates and indices, the timing and volume of
market activity, the availability of capital, and inflation; political events,
including legislative, regulatory, and other developments, such as the
anticipated formation of the European Monetary Union; competitive forces,
including the ability to attract and retain highly skilled individuals, and
the ability to cost-effectively develop and support technology and information
systems critical to its businesses; and investor sentiment. As a result,
revenues and net income in any particular period may not be indicative of
full-year results; may vary from year to year; and may impact the firm's
ability to achieve its strategic objectives.
Business sectors
The activities of J.P. Morgan are described using five business sectors, as
discussed below. Three of these sectors - Finance and Advisory, Market Making,
and Asset Management and Servicing - focus on services J.P. Morgan provides
for clients, including positions taken to facilitate client transactions.
Two sectors comprise proprietary activities that J.P. Morgan conducts
exclusively for its own account; Equity Investments and Proprietary
Investing and Trading. While presenting results in sector format helps
simplify the complexity of J.P. Morgan's business, it is also important to
understand the shared benefits of its strategy: focus on building long-term
client relationships; the synergy J.P. Morgan creates by acting as one firm
with singular dedication to clients, rather than as a collection of separate
businesses; the global diversification of activities across a range of
product and locations; and the integration of global capabilities to
capitalize on opportunities.
Finance and Advisory
Finance and Advisory encompasses the sophisticated advisory, capital raising,
and financing work that J.P. Morgan does for its broad base of clients around
the world. These clients include financial institutions, corporations,
governments, and municipalities. The expertise J.P. Morgan offers them is
based on in-depth knowledge of their needs and the industries and financial
markets in which they operate. J.P. Morgan's global network of senior
client relationship managers markets the full spectrum of its
capabilities and provides the link between a corporate client's need and
J.P. Morgan's financing, advisory, asset management, and risk management
products and services.
In partnership with clients, J.P. Morgan's advisory professionals explore
the risks and rewards of such strategic alternatives as mergers and
acquisitions, divestitures, privatizations, and recapitalizations.
J.P. Morgan also advises clients on their capital structures, looking for
ways to unlock value and capture opportunities. J.P. Morgan's debt and
equities underwriting and credit businesses provide clients with
the capabilities to raise the necessary capital and execute
strategies. High-quality research is an integral part of this business.
J.P. Morgan's credit capabilities include meeting clients' financing needs by
underwriting, arranging and syndicating loans and other credit facilities.
Market Making
Market Making provides clients with around-the-clock access to global
markets. J.P. Morgan makes markets in fixed income, equity, foreign exchange,
and commodity instruments in both developed and emerging markets; serves as
a counterparty to help clients manage risks; and provides research to help
clients assess opportunities and track performance. J.P. Morgan takes
positions to facilitate client transactions, to enable it to function
effectively, and to benefit form its role as a market maker.
J.P. Morgan's clients include corporations, central banks, governments and
their agencies, financial institutions, pension funds, mutual
funds, and leveraged funds.
J.P. Morgan's fixed income activities encompass acting as a primary dealer in
U.S. and foreign government securities; making markets in money market
instruments, U.S. government agency securities, corporate debt securities,
and options; and helping clients manage their exposure to fluctuating interest
and foreign exchange rates by structuring, executing, and making
markets in risk management products.
J.P. Morgan's equities activities include providing clients with liquidity
in the cash and derivatives secondary markets through its global sales and
trading network. J.P. Morgan utilizes its expertise in the equities markets
to structure equity derivatives for its clients.
J.P. Morgan's foreign exchange capabilities include making markets in
spot, options, and short-term interest rate products, including forwards and
forward rate agreements in multiple currencies, to help clients manage their
foreign currency exposures. In commodities, J.P. Morgan makes markets in
metals and energy products and advises clients on developing hedging,
investment, and commodity-linked financing strategies. J.P. Morgan also
provides physical commodity services such as settlement of physical trades in
the various metal and oil markets and metal borrowing and lending services.
J.P. Morgan's emerging markets activities, while principally related to
fixed income activities, cross all markets, and its worldwide network
enables it to fulfill its role as market maker and provide clients with a
steady flow of market information.
Asset Management and Servicing
Asset Management and Servicing activities encompass designing and executing
investment strategies and providing administrative and brokerage services.
J.P. Morgan's clients include corporations, financial and governmental
institutions, and high-net-worth individuals.
J.P. Morgan tailors its asset management capabilities for both institutional
and private clients. For institutional clients, J.P. Morgan offers a
range of investment strategies and products worldwide to service the
investment management needs of private and public
sector retirement plans, governments, corporations, endowments, foundations,
and trusts.
J.P. Morgan's private client group helps high-net-worth individuals plan and
execute their investment strategies with a broad range of capabilities, which
include managed investment and trust portfolios, J.P. Morgan-advised mutual
funds, and a full-service brokerage unit. Credit, deposit, trust, and estate
services are also provided to private clients.
J.P. Morgan's futures and options brokerage group provides institutional
clients with worldwide access to major exchanges by acting as futures and
options brokers in executing and clearing contracts.
J.P. Morgan operates under contract the Euroclear System, the world's largest
clearance and settlement system for internationally traded securities and
provides credit and deposit services to Euroclear participants.
In addition, J.P. Morgan provides such operational services as the
administration of depositary receipt programs and global trust and agency
services, primarily in Europe.
Equity Investments
J.P. Morgan invests globally in privately held growth companies, management
buyouts, privatizations, and recapitalizations. These investments are
made and managed with the objective of maximizing total return, which is a
measure of both long-term appreciation and net recognized gains. In addition,
a number of J.P. Morgan's Equity Investment companies become clients of the
firm .J.P. Morgan's broad global presence and expertise is an important
advantage in sourcing, evaluating and managing investments. These activities
are managed by a small group of professionals.
J.P. Morgan's equity investment portfolio is diversified by industry,
geographic area, and stage of investment. J.P. Morgan's goal is to
maintain a diversified portfolio capable of generating significant returns
over time. This is a high-risk, high-reward business, and J.P. Morgan
operates under a variety of legal and regulatory restrictions in managing
the portfolio.
Investments are generally held for three to seven years, depending on J.P.
Morgan's view of when a sale will produce optimal returns. Typically,
investments are harvested through a public offering of securities or the sale
of the investment. The process of assessing and managing the risks and
rewards of new opportunities and existing investments continues throughout
market cycles.
Proprietary Investing and Trading
J.P. Morgan actively takes market risk positions for its own account. These
activities are managed by a small group of experienced market professionals
who employ directional and relative value risk-taking strategies diversified
across markets and instruments.
Directional strategies anticipate changes in absolute rate and price levels,
while relative value strategies anticipate changes in relationships between
markets and classes of instruments. These strategies are conducted across
many currencies and types of instruments, both on- and off-balance-sheet,
where J.P. Morgan perceives opportunities exist to generate value for the
firm. Instruments typically used in these positioning activities include
fixed income securities, foreign exchange, equity securities, commodity
products, and related derivative instruments. Positions may be held for short
or long periods of time, depending on the strategy and actual market
performance. Certain longer-term strategies are considered to be investment
activities, and primarily utilize government and mortgage-backed fixed
income securities and interest rate swaps. The securities and interest
rate swaps used in these investment activities are classified as
"available-for-sale" and "risk-adjusting" respectively.
In addition to these risk-taking activities are the firm's capital and
liquidity management activities. Liquidity management is the management of
the firm's liquidity risk profile to ensure that J.P. Morgan has access to
funding at a reasonable cost, even under adverse circumstances, to support
all the business activities of the firm. A strong capital position is
therefore an integral part of J.P. Morgan's liquidity management because
it enables J.P. Morgan to raise funds as inexpensively as
possible in a variety of international markets.
Regulation
J.P. Morgan is subject to regulation under the Bank Holding Company Act of
1956 (the "Act"). Under the Act, J.P. Morgan is required to file certain
reports with the Board of Governors of the Federal Reserve System (the "Board")
and is subject to examination by the Board. The Act generally precludes J.P.
Morgan and its subsidiaries from engaging in nonbanking activities, or from
acquiring more than 5% of any class of voting securities of any company
engaging in such activities, unless the Board has determined, by order or
regulation, that such proposed activities are closely related to banking.
Federal law and Board interpretations limit the extent to
which J.P. Morgan and its subsidiaries can engage in certain aspects of the
securities business.
The Glass-Steagall Act prohibits affiliates of banks that are members of
the Federal Reserve System, including J.P. Morgan Securities Inc. ("JPMSI"),
a Section 20 subsidiary, from being "engaged principally" in bank-ineligible
underwriting and dealing activities (mainly corporate debt and equity
securities). As interpreted by the Board, this prohibition has restricted
JPMSI's gross revenues from such activities to a maximum of 10% of its
total gross revenues. Effective March 6, 1997, the restriction was changed
from 10% to 25% of total gross revenue. J.P. Morgan continues to seek ways
to expand the limits on its securities activities, including the continued
reform of the Glass-Steagall Act, necessary to achieve its strategic
objectives.
Morgan Guaranty, J.P. Morgan's largest subsidiary, is a member of the
Federal Reserve System and a member of the Federal Deposit Insurance
Corporation ("FDIC"). Its business is subject to both U.S. federal and
state law and to examination and regulation by U.S. federal and state banking
authorities. J.P. Morgan and its nonbank subsidiaries are affiliates of
Morgan Guaranty within the meaning of the applicable federal statutes.
Morgan Guaranty is subject to restrictions on loans and extensions of
credit to J.P. Morgan and certain other affiliates and on certain other
affiliates and on certain other types of transactions with them or
involving their securities.
Among other wholly owned subsidiaries:
JPMSI is a broker-dealer registered with the Securities and
Exchange commission and is a member of the National Association of
Securities Dealers, the New York Stock Exchange, and other exchanges.
J.P. Morgan Futures Inc. is subject to regulation by the Commodity
Futures Trading Commission, the National Futures Association, and the
commodity exchanges and clearinghouses of which it is a member.
J.P. Morgan Investment Management Inc. is registered with the
Securities and Exchange Commission as an investment adviser under the
Investment Advisers Act of 1940, as amended.
J.P. Morgan subsidiaries conducting business in other countries
are also subject to regulations and restrictions imposed by those
jurisdictions, including capital requirements.
The principal executive office of J.P. Morgan is located at 60 Wall Street,
New York, New York 10260-0060, and its telephone number is (212) 483-2323.
As used in this Prospectus, unless the context otherwise requires, the term
"J.P. Morgan" refers to J.P. Morgan & Co. Incorporated and its consolidated
and unconsolidated subsidiaries.
<TABLE>
Consolidated Ratios
Consolidated Ratio of Earnings to Fixed Charges
<CAPTION>
Year Ended December 31,
-----------------------------
Six months
ended Year ended December 31,
June 30, -----------------------------------------------
1997 1996 1995 1994 1993 1992
------ ------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest
on Deposits ..... 1.32 1.35 1.35 1.40 1.70(a) 1.53(b)
Including Interest
on Deposits...... 1.24 1.26 1.24 1.28 1.46(a) 1.31(b)
_______________
</TABLE>
(a) For the year ended December 31, 1993, the ratio of
earnings to fixed charges, including the cumulative effect of a
change in the method of accounting for postretirement benefits
other than pensions, was 1.64 excluding interest on deposits and
1.43 including interest on deposits.
(b) For the year ended December 31, 1992, the ratio of
earnings to fixed charges, including the cumulative effect of a
change in the method of accounting for income taxes, was 1.67
excluding interest on deposits and 1.39 including interest on
deposits.
<TABLE>
Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
<CAPTION>
Year Ended December 31,
----------------------------------
Six months
ended Year ended December 31,
June 30, -------------------------------------------
1997 1996 1995 1994 1993 1992
------ ------ ----- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest
on Deposits.... 1.31 1.34 1.34 1.39 1.69(a) 1.52(b)
Including Interest
on Deposits.... 1.23 1.25 1.23 1.27 1.46(a) 1.31(b)
_______________
</TABLE>
(a) For the year ended December 31, 1993, the ratio of
earnings to combined fixed charges and preferred stock dividends,
including the cumulative effect of a change in the method of
accounting for postretirement benefits other than pensions, was
1.63 excluding interest on deposits and 1.42 including interest
on deposits.
(b) For the year ended December 31, 1992, the ratio of
earnings to combined fixed charges and preferred stock dividends,
including the cumulative effect of a change in the method of
accounting for income taxes, was 1.65 excluding interest on
deposits and 1.39 including interest on deposits.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus
Supplement, the net proceeds from the sale of the Offered
Securities will be used for general corporate purposes, including
investment in equity and debt securities and interest-bearing
deposits of subsidiaries. Pending such use, J.P. Morgan may
temporarily invest the net proceeds or may use them to reduce
short-term indebtedness.
DESCRIPTION OF J.P. MORGAN DEBT SECURITIES
The Debt Securities offered hereby will be issuable in one
or more series under an Indenture dated as of August 15, 1982 and
all indentures supplemental thereto, including the First
Supplemental Indenture dated as of May 5, 1986 (collectively
referred to as the "Debt Indenture"), between J.P. Morgan and
First Trust of New York, National Association, successor to
Chemical Bank (formerly Manufacturers Hanover Trust Company), as
Trustee (the "Debt Trustee"). The Subordinated Debt Securities
offered hereby will be issuable in one or more series under an
Indenture dated as of March 1, 1993, and any indentures
supplemental thereto, (the "Subordinated Indenture"), between
J.P. Morgan and First Trust of New York, National Association,
successor to Citibank, N.A., as Trustee (the "Subordinated
Trustee"). The Debt Indenture and the Subordinated Indenture are
sometimes referred to collectively as the "Indentures" and the
Debt Trustee and the Subordinated Trustee are sometimes referred
to collectively as the "Trustees." The following statements are
subject to the detailed provisions of the Indentures, copies of
which are filed as exhibits to the Registration Statement, and to
the provisions of the Trust Indenture Act of 1939, as amended.
Wherever references are made to particular provisions of the
Indentures, such provisions are incorporated by reference as a
part of the statements made and such statements are qualified in
their entirety by such reference. Certain capitalized terms used
herein are defined in the Indentures. References in italics are
to sections or articles of the Indentures.
General
Each Indenture does not limit the amount of J.P. Morgan
Debt Securities that may be issued thereunder and provides that
J.P. Morgan Debt Securities may be issued in series thereunder
up to the aggregate principal amount that may be authorized from
time to time by J.P. Morgan. Reference is made to the
Prospectus Supplement for the following terms of each series of
J.P. Morgan Debt Securities in respect of which this Prospectus
is being delivered: (1) whether the J.P. Morgan Debt Securities
are Debt Securities or Subordinated Debt Securities; (2) the
designation, aggregate principal amount and authorized
denominations of such J.P. Morgan Debt Securities; (3) the
purchase price of such J.P. Morgan Debt Securities (expressed as
a percentage of the principal amount thereof); (4) the date on
which such J.P. Morgan Debt Securities will mature; (5) the rate
or rates per annum at which such J.P. Morgan Debt Securities
will bear interest, if any, or the method by which such interest
will be determined; (6) the coin or currency or units based on or
relating to currency units (including ECU) for which J.P. Morgan
Debt Securities may be purchased and in which payment of
principal and interest will be made; (7) the dates on which such
interest, if any, will be payable; (8) the terms of any mandatory
or optional redemption (including any sinking fund); (9) whether
the J.P. Morgan Debt Securities will be issued in fully
registered form without coupons attached or in bearer form with
coupons; (10) the restrictions, if any, applicable to the
exchange of J.P. Morgan Debt Securities of one form for another
and to the offer, sale and delivery of the J.P. Morgan Debt
Securities; (11) whether and under what circumstances J.P.
Morgan will pay additional amounts on J.P. Morgan Debt
Securities in the event of certain developments with respect to
United States withholding tax or information reporting laws;
(12) whether J.P. Morgan may redeem the J.P. Morgan Debt
Securities in the event of such developments; and (13) any other
specific terms. If a Prospectus Supplement specifies that J.P.
Morgan Debt Securities are denominated in a currency other than
U.S. dollars or in a currency unit, such Prospectus Supplement
shall also specify the coin or currency or currency unit in which
the principal, premium, if any, and interest, if any, on such
J.P. Morgan Debt Securities will be payable, which may be U.S.
dollars based upon the exchange rate for such other currency or
currency unit existing on or about the time a payment is due.
Unless otherwise specified, principal and interest, and
additional amounts, if any, will be payable at the office of
First Trust of New York, National Association in New York City,
provided that payment of interest on any J.P. Morgan Debt
Securities in registered form may be made at the option of J.P.
Morgan by check mailed to the registered holders.
Some of the J.P. Morgan Debt Securities may be issued as
original issue discount J.P. Morgan Debt Securities (bearing no
interest or interest at a rate which at the time of issuance is
below market rates), to be sold at a substantial discount below
their stated principal amount. Federal income tax, accounting
and other special considerations applicable to any such original
issue discount J.P. Morgan Debt Securities will be described in
the Prospectus Supplement relating thereto.
J.P. Morgan Debt Securities may be presented for exchange,
and registered J.P. Morgan Debt Securities may be presented for
transfer, in the manner, at the places and subject to the
restrictions set forth in the applicable Indenture, the J.P.
Morgan Debt Securities and the Prospectus Supplement. J.P.
Morgan Debt Securities in bearer form and the coupons, if any,
appertaining thereto will be transferable by delivery. No
service charge will be made for any exchange of the J.P. Morgan
Debt Securities or transfer of J.P. Morgan Debt Securities in
registered form, but J.P. Morgan may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection therewith. (Sections 2.8 of the Indentures)
The Indentures and Debt Securities will not contain any
provision that would require J.P. Morgan to repurchase or redeem
or otherwise modify the terms of the Debt Securities upon a
change in control or other events involving J.P. Morgan that may
adversely affect the credit quality of J.P. Morgan.
Subordinated Debt Securities
Subordination
The Subordinated Debt Securities will be unsecured and will
be subordinate in right of payment to all Senior Indebtedness (as
defined below) of J.P. Morgan and, in certain circumstances
relating to the bankruptcy or insolvency of J.P. Morgan, the
Derivative Obligations (as defined below), whether outstanding as
of this date or hereafter incurred. In addition, since J.P.
Morgan is a holding company, the right of J.P. Morgan to
participate as a shareholder in any distribution of assets of any
subsidiary upon its liquidation or reorganization or otherwise
(and thus the ability of holders of the Subordinated Debt
Securities to benefit as creditors of J.P. Morgan from such
distribution) is subject to the prior claims of creditors of any
such subsidiary. J.P. Morgan and its subsidiaries are subject
to claims by creditors for long-term and short-term debt
obligations, including substantial obligations for federal funds
purchased and securities sold under repurchase agreements, as
well as deposit liabilities. There are also various legal
limitations on the extent to which subsidiaries of J.P. Morgan
may pay dividends or otherwise supply funds to J.P. Morgan.
The Subordinated Debt Securities will be subordinate in
right of payment as provided in the Indenture to all Senior
Indebtedness of J.P. Morgan. In certain events of bankruptcy or
insolvency of J.P. Morgan, the Subordinated Debt Securities will
also be subordinate in right of payment to the extent set forth
in the Subordinated Indenture to the prior payment in full of
Derivative Obligations (as defined below). No payment pursuant
to the Subordinated Debt Securities may be made and no holder of
the Subordinated Debt Securities or any coupon appertaining
thereto shall be entitled to demand or receive any such payment
(i) unless all amounts of principal, premium, if any, and
interest then due on all Senior Indebtedness of J.P. Morgan
shall have been paid in full or duly provided for or (ii) if, at
the time of such payment or immediately after giving effect
thereto, there shall exist with respect to any given Senior
Indebtedness of J.P. Morgan any event of default permitting the
holders thereof to accelerate the maturity thereof or any event
which, with notice or lapse of time, or both, will become such an
event of default. (Section 10.2. of the Subordinated Indenture)
Upon any distribution of the assets of J.P. Morgan upon
dissolution, winding up, liquidation or reorganization, (i) the
holders of Senior Indebtedness of J.P. Morgan will be entitled
to receive payment in full of principal, premium, if any, and
interest before any payment may be made on the Subordinated Debt
Securities and (ii) if, after giving effect to the operation of
clause (i) above, amounts remain available for payment or
distribution in respect of the Subordinated Debt Securities (any
such remaining amount being defined as the "Excess Proceeds") and
creditors in respect of Derivative Obligations have not received
payment in full of amounts due or to become due thereon, then
such Excess Proceeds shall first be applied to pay or provide for
the payment in full of all such Derivative Obligations before any
payment may be made on the Subordinated Debt Securities.
(Sections 10.3 and 10.12 of the Subordinated Indenture.) By
reason of such subordination, in the event of a bankruptcy or
insolvency of J.P. Morgan, holders of Senior Indebtedness and
Derivative Obligations of J.P. Morgan may receive more, ratably,
and holders of the Subordinated Debt Securities or coupons
appertaining thereto may receive less, ratably, than the other
creditors of J.P. Morgan. No series of subordinated debt is
subordinated to any other series of subordinated debt. However,
by reason of the obligation of the holders of the Subordinated
Debt Securities to pay over any Excess Proceeds to creditors in
respect of Derivative Obligations, in the event of a bankruptcy
or insolvency of J.P. Morgan, the holders of the Subordinated
Debt Securities may receive less, ratably, than holders of
Antecedent Subordinated Indebtedness (as defined below). Such
subordination will not prevent the occurrence of any Event of
Default in respect of the Subordinated Debt Securities. The
Subordinated Indenture does not limit the amount of Senior
Indebtedness J.P. Morgan may incur.
Senior Indebtedness of J.P. Morgan is defined as the
principal of, premium, if any, and interest on (a) all
indebtedness of J.P. Morgan for money borrowed, whether
outstanding on the date of execution of the Indenture or
thereafter created, assumed or incurred, except (i) the U.S.
$400,000,000 aggregate principal amount of Zero Coupon
Subordinated Notes Due 1998 of J.P. Morgan; (ii) the U.S.
$250,000,000 aggregate principal amount of 7 5/8% Subordinated
Notes Due 1998 of J.P. Morgan; (iii) the U.S. $150,000,000
aggregate principal amount of 8 1/2% Subordinated Notes Due 2003 of
J.P. Morgan; (iv) the U.S. $500,000,000 aggregate principal
amount of 7 5/8% Subordinated Notes Due 2004 of J.P. Morgan;
(v) the CAN. $250,000,000 aggregate principal amount of 6 7/8%
Subordinated Notes Due 2004 of J.P. Morgan; (vi) the U.S.
$200,000,000 aggregate principal amount of 7 1/4% Subordinated
Notes Due 2002 of J.P. Morgan; (vii) the U.S. $200,000,000 aggregate
principal amount of Floating Rate Subordinated Notes Due 2002 of
J.P. Morgan; (viii) the U.S. $250,000,000 aggregate principal
amount of Floating Rate Subordinated Notes Due 2002; (ix) the U.S.
$200,000,000 aggregate principal amount of Floating Rate
Subordinated Constant Maturity Treasury Notes Due 2000 of J.P.
Morgan; (x) the U.S. $300,000,000 aggregate principal amount of
Floating Rate Subordinated Notes Due 2005; (xi) the U.S.
$150,000,000 aggregate principal amount of 5 3/4% Subordinated
Notes Due 2008 of J.P. Morgan; (xii) the U.S. $300,000,000 aggregate
principal amount of 6 1/4% Subordinated Notes Due 2009 of J.P.
Morgan; (xiii) the ITL. 150,000,000,000 aggregate principal
amount of 8% Subordinated Notes Due 2003 of J.P. Morgan; (xiv)
the U.S.$100,000,000 aggregate principal amount of 8%
Subordinated Notes due 2005 of J.P. Morgan; (xv) the
U.S.$100,000,000 aggregate principal amount of 7 1/4%
Subordinated Notes due 2010 of J.P. Morgan; (xvi) the U.S.
$100,000,000 aggregate principal amount of 6.61% Subordinated
Notes due 2010 of J.P. Morgan; (xvii) the U.S. $300,000,000
aggregate principal amount of 6 1/4% Subordinated Notes due 2005 of J.P.
Morgan; (xviii) the U.S. $75,000,000 aggregate principal amount of 7.15%
Subordinated Notes due 2011 of J.P. Morgan; (xix) the U.S.
$75,000,000 aggregate prinicpal amount of 7.69% Subordinate Notes due 2011 of
J.P. Morgan; (xx) the U.S. $5,200,000 aggregate principal amount of
Floating Rate Subordinate Notes due 2026 of J.P. Morgan: (xxi) the U.S.
$100,000,000 aggregate principal amount of 6 1/4% Subordinated Notes due 2011
of J.P. Morgan; (xxii) the Japanese Yen 10,000,000,000 aggregate principal
amount of 4.78% Subordinated Notes due 2005 of J.P. Morgan; (xxiii) the U.S.
$300,000,000 aggregate principal amount of 6.875% Subordinated Notes due 2007
of J.P. Morgan; (xxiv) the U.S. $200,000,000 aggregate principal amount of
Floating Rate Subordinated Notes due 2012 of J.P. Morgan; (xxv) the
U.S. $5,000,000 aggregate principal amount of Floating Rate
Subordinated Notes due 2026 of J.P. Morgan; (xxvi) the U.S. $78,000,000
aggregate principal amount of Zero-Coupon Subordinated Notes due 2027 of J.P.
Morgan; (xxvii) the U.S. $31,000,000 aggregate principal amount of Zero-
Coupon Subordinated Notes due 2027 of J.P Morgan; (xxviii) the U.S.
$9,000,000 aggregate prinicpal amount of Zero-Coupon Subordinated Notes due
2027 of J.P. Morgan; (xxix) the U.S. $23,000,000 aggregate principal amount
of Zero-Coupon Subordinated Notes due 2027 of J.P. Morgan; and
(xxx) such indebtedness as is by its terms expressly stated to be
not superior in right of payment to the Subordinated Debt Securities
or to rank pari passu with the Subordinated Debt Securities and
(b) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "Indebtedness of J.P. Morgan for money
borrowed" as used in the foregoing sentence shall mean any
obligation of, or any obligation guaranteed by, J.P. Morgan for
the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, and any
deferred obligation for the payment of the purchase price of
property or assets. The Subordinated Debt Securities shall rank
pari passu with the Subordinated Notes referred to in (a)(i)
through (a)(xxix), although, as noted above, the Subordinated Debt
Securities, as opposed to the Antecedent Subordinated
Indebtedness, will be subordinated in the event of a bankruptcy
or insolvency of J.P. Morgan to Derivative Obligations. The
term "pari passu" as used herein shall mean ranking equally in
right of payment in the event of J.P. Morgan's bankruptcy.
(Section 1.1. of the Subordinated Indenture)
Derivative Obligations of J.P. Morgan are defined in the
Subordinated Indenture as obligations of J.P. Morgan to make
payments on claims in respect of derivative products such as
interest and foreign exchange rate contracts, commodity contracts
and similar arrangements; provided, however, that Derivative
Obligations do not include claims in respect of Senior
Indebtedness or obligations which, by their terms, are expressly
stated not to be superior in right of payment to the Subordinated
Debt Securities or to rank pari passu with the Subordinated Debt
Securities. For purposes of this definition, "claim" has the
meaning assigned thereto in Section 101(4) of the United States
Bankruptcy Code of 1978, as amended and in effect on the date of
the Subordinated Indenture. (Section 1.1. of the Subordinated
Indenture)
Antecedent Subordinated Indebtedness of J.P. Morgan is
defined in the Subordinated Indenture as all indebtedness and
other obligations outstanding on the date of the Subordinated
Indenture and enumerated in clauses (a)(i) through (a)(ix) of the
definition of "Senior Indebtedness" (Section 1.1. of the
Subordinated Indenture)
The Prospectus Supplement will set forth the aggregate amount of
outstanding indebtedness as of the most recent practicable date
that by the terms of such debt securities would be senior to the
subordinated debt and any limitation on the issuance of such
additional senior indebtedness.
Limited Right of Acceleration. Unless otherwise specified
in the Prospectus Supplement relating to any series of
Subordinated Debt Securities, payment of principal of the
Subordinated Debt Securities may be accelerated only in the case
of the bankruptcy or reorganization of J.P. Morgan. There is no
right of acceleration in the case of a default in the payment of
principal of, premium, if any, or interest on the Subordinated
Debt Securities or the performance of any other covenant of J.P.
Morgan contained in the Indenture. In the event of a default in
the payment of principal of, premium, if any, or interest, or the
performance of any other covenant in the Subordinated Debt
Securities or the Indenture, the Trustee may, subject to certain
limitations and conditions, seek to enforce payment of such
principal, premium, or interest or the performance of such
covenant. (Sections 5.2 and 5.4 of the Subordinated Indenture.)
Senior Debt Securities
The Debt Securities will be unsecured and will rank on a
parity with all other unsecured and unsubordinated indebtedness
of J.P. Morgan. Since J.P. Morgan is a holding company,
however, the right of J.P. Morgan to participate as a
shareholder in any distribution of assets of any subsidiary upon
its liquidation or reorganization or otherwise (and thus the
ability of holders of the Debt Securities to benefit as creditors
of J.P. Morgan from such distribution) is subject to the prior
claims of creditors of any such subsidiary. J.P. Morgan and its
subsidiaries are subject to claims by creditors for long-term and
short-term debt obligations, including substantial obligations
for federal funds purchased and securities sold under repurchase
agreements, as well as deposit liabilities. There are also
various legal limitations on the extent to which subsidiaries of
J.P. Morgan may pay dividends or otherwise supply funds to J.P.
Morgan.
Events of Default, Waiver, Notice, J.P. Morgan Debt Securities
in Foreign Currencies
As to any series of J.P. Morgan Debt Securities, an Event
of Default is defined in the Indentures as (a) default for
30 days in payment of any interest on the J.P. Morgan Debt
Securities of such series; (b) default in payment of principal of
or premium, if any, on the J.P. Morgan Debt Securities of such
series when due either at maturity, upon redemption, by
declaration or otherwise; (c) default in the payment of a sinking
fund installment, if any, on the J.P. Morgan Debt Securities of
such series; (d) default by J.P. Morgan in the performance of
any other covenant or warranty contained in the respective
Indenture for the benefit of such series which shall not have
been remedied for a period of 90 days after notice given as
specified in the Indenture; and (e) certain events of bankruptcy
or reorganization of J.P. Morgan. (Sections 5.1. of the
Indentures) An Event of Default with respect to a particular
series of J.P. Morgan Debt Securities issued under the
respective Indenture does not necessarily constitute an Event of
Default with respect to any other series of J.P. Morgan Debt
Securities issued thereunder. Each Indenture provides that the
Trustee may withhold notice to the holders of the respective J.P.
Morgan Debt Securities of any series of any default (except in
payment of principal of or interest or premium, if any, on such
J.P. Morgan Debt Securities or in the making of any sinking fund
payment with respect to such J.P. Morgan Debt Securities) if the
Trustee considers it in the interest of the holders of J.P.
Morgan Debt Securities of such series to do so. (Sections 5.11.
of the Indentures)
The Subordinated Indenture provides that if an Event of
Default described in clause (e) above shall have occurred and be
continuing, either the Subordinated Trustee or the holders of at
least 25% in principal amount of all Subordinated Debt Securities
then outstanding (voting as one class) may declare the principal
(or, in the case of original issue discount Subordinated Debt
Securities, the portion thereof specified in the terms thereof)
of all Subordinated Debt Securities then outstanding and the
interest accrued thereon, if any, to be due and payable
immediately, but upon certain conditions such declarations may be
annulled and past defaults (except for defaults in the payment of
principal of or premium, or interest, if any, on such
Subordinated Debt Securities) may be waived by the holders of a
majority in principal amount of the Subordinated Debt Securities
of all series then outstanding. (Sections 5.1 and 5.10. of the
Subordinated Indenture)
The Debt Indenture provides that (1) if an Event of Default
described in clause (a), (b), (c) or (d) above (if the Event of
Default under clause (d) is with respect to less than all series
of Debt Securities then outstanding) shall have occurred and be
continuing with respect to one or more series, either the Trustee
or the holders of at least 25% in principal amount of the Debt
Securities of such series then outstanding (each such series
voting as a separate class in the case of an Event of Default
under clause (a), (b) or (c) and all such series voting as one
class in the case of an Event of Default under clause (d)) may
declare the principal (or, in the case of original issue discount
Debt Securities, the portion thereof specified in the terms
thereof) of all outstanding Debt Securities of such series and
the interest accrued thereon, if any, to be due and payable
immediately and (2) if an Event of Default described in clause
(d) or (e) above (if the Event of Default under clause (d) is
with respect to all series of Debt Securities then outstanding)
shall have occurred and be continuing, either the Debt Trustee or
the holders of at least 25% in principal amount of all Debt
Securities then outstanding (voting as one class) may declare the
principal (or, in the case of original issue discount Debt
Securities, the portion thereof specified in the terms thereof)
of all Debt Securities then outstanding and the interest accrued
thereon, if any, to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past
defaults (except for defaults in the payment of principal of, or
premium or interest, if any, on such Debt Securities) may be
waived by the holders of a majority in principal amount of the
Debt Securities of such series (or of all series as the case may
be) then outstanding. (Sections 5.1 and 5.10. of the Debt
Indenture)
The holders of a majority in principal amount of the
outstanding J.P. Morgan Debt Securities of each series affected
(with each series voting as a separate class) shall have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee under the
applicable Indenture, subject to certain limitations specified in
the applicable Indenture, provided that the holders of J.P.
Morgan Debt Securities shall have offered to the Trustee
reasonable indemnity against expenses and liabilities.
(Sections 5.9 and 6.2(d) of the Indentures.) The Indentures
require the annual delivery by J.P. Morgan to the Trustee of a
written statement as to the absence of certain defaults under the
applicable Indenture. (Sections 3.5 of the Indentures.) Whenever
either Indenture provides for an action by, or the determination
of any of the rights of, or any distribution to, holders of J.P.
Morgan Debt Securities, in the absence of any provision to the
contrary in the form of J.P. Morgan Debt Security, any amount in
respect of any J.P. Morgan Debt Security denominated in a
currency other than U.S. dollars or in any currency unit shall
be treated as that amount of U.S. dollars that could be obtained
for such amount on such reasonable basis of exchange and as of
such date as J.P. Morgan specifies to the Trustee or in the
absence of such notice, as the Trustee may determine.
(Section 12.11 of the Subordinated Indenture and Section 11.11 of
the Debt Indenture.)
Modification of the Indentures; Waiver of Compliance
Each Indenture contains provisions permitting J.P. Morgan
and the Trustee, with the consent of the holders of not less than
a majority in principal amount of the respective J.P. Morgan
Debt Securities of all series affected by such modification or
waiver at the time outstanding (voting as one class), to modify
the Indenture or any supplemental indenture or the rights of the
holders of the respective J.P. Morgan Debt Securities, or waive
compliance by J.P. Morgan with any of its obligations
thereunder, provided that no such modification or waiver shall
(i) extend the final maturity of any respective J.P. Morgan Debt
Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or change
the currency or currency unit of payment thereof, or change the
method in which amounts of payments of principal or interest
thereon are determined, or reduce the portion of the principal
amount of an original issue discount J.P. Morgan Debt Security
due and payable upon acceleration of the maturity thereof or the
portion of the principal amount thereof provable in bankruptcy,
or reduce any amount payable upon redemption of any J.P. Morgan
Debt Security, or impair or affect the right of a holder to
institute suit for the payment thereof or, if the J.P. Morgan
Debt Securities provide therefor, any right of repayment at the
option of the holder of a J.P. Morgan Debt Security, without the
consent of the holder of each respective J.P. Morgan Debt
Security so affected or (ii) reduce the aforesaid percentage of
J.P. Morgan Debt Securities of any series, the consent of the
holders of which is required for any such modification, without
the consent of the holder of each J.P. Morgan Debt Security so
affected. (Sections 8.2 and 8.6. of the Indentures)
The Indentures also permit J.P. Morgan and the Trustee to
amend such Indenture in certain circumstances without the consent
of the holders of J.P. Morgan Debt Securities to evidence the
merger of J.P. Morgan, the replacement of the Trustee, to effect
modifications which do not affect any series of J.P. Morgan Debt
Security already outstanding, and for certain other purposes.
(Sections 8.1. of the Indentures)
Consolidations, Mergers and Sales of Assets
J.P. Morgan may not merge or consolidate with any other
corporation or sell or convey all or substantially all of its
assets to any Person, unless either J.P. Morgan shall be the
continuing corporation or the successor corporation shall be a
corporation organized under the laws of the United States or any
state thereof and shall expressly assume the payment of the
principal of and interest on the J.P. Morgan Debt Securities and
the performance and observance of all the covenants and
conditions of the Indenture binding upon J.P. Morgan, and J.P.
Morgan or such successor corporation shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in
default in the performance of any such covenant or condition.
(Articles Nine of the Indentures.)
Concerning the Trustee, Paying Agent, Registrar and Transfer
Agent
J.P. Morgan and its subsidiaries have normal banking
relationships with the Trustee, First Trust of New York, National
Association. First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, New York 10005, will also be
the paying agent, registrar and transfer agent for any series of
J.P. Morgan Debt Securities.
Global J.P. Morgan Debt Securities
Any series of J.P. Morgan Debt Securities may be issued in
the form of one or more global certificates (the "Global Debt
Security") registered in the name of a depository or a nominee of
a depository (the "Depository"). Unless otherwise specified in
an applicable Prospectus Supplement, the Depository will be the
Depository Trust Company ("DTC"). The Corporation has been
informed by DTC that its nominee will be CEDE & CO. ("CEDE").
Accordingly, CEDE is expected to be the initial registered holder
of any series of J.P. Morgan Debt Securities. No person
acquiring an interest in such series of J.P. Morgan Debt
Securities (a "Holder") will be entitled to receive a certificate
representing such person's interest in the J.P. Morgan Debt
Securities except as set forth herein. Unless and until
definitive J.P. Morgan Debt Securities are issued under the
limited circumstances described herein, all references to actions
by Holders shall refer to actions taken by DTC upon instructions
from its Participants (as defined below), and all references
herein to payments and notices to Holders shall refer to payments
and notices to DTC or CEDE, as the registered holder of the J.P.
Morgan Debt Securities, as the case may be, for distribution to
Holders in accordance with the DTC procedures.
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 Section 17A of the 1934 Act. DTC was created to hold
securities for its participating organizations ("'Participants")
and to facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry,
thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations, and
may include certain other organizations. Indirect access to the
DTC system also is 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 ("Indirect Participants").
Holders that are not Participants or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of,
or other interests in, J.P. Morgan Debt Securities may do so only
through Participants and Indirect Participants. Under a book-
entry format, Holders may experience some delay in their receipt
of payments, since such payments will be forwarded by the agent
designated by J.P. Morgan to CEDE, as nominee for DTC. DTC will
forward such payments to its Participants, which thereafter will
forward them to Indirect Participants or Holders. It is
anticipated that CEDE, as nominee of DTC, will be the registered
holder of all of the J.P. Morgan Debt Securities. Holders will
not be recognized by either of the Trustees as registered holders
of the J.P. Morgan Debt Securities entitled to the benefits of
the relevant Indenture. Holders that are not Participants will
be permitted to exercise their rights as such only indirectly
through Participants.
Under the rules, regulations and procedures creating and
affecting DTC and its operations (the "Rules"), DTC will be
required to make book-entry transfers of J.P. Morgan Debt
Securities among Participants and to receive and transmit
payments to Participants. Participants and Indirect Participants
with which Holders have accounts with respect to the J.P. Morgan
Debt Securities similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of
their respective Holders.
Because DTC can only act on behalf of Participants, who in
turn act on behalf of Indirect Participants, and on behalf of
certain banks, trust companies and other persons approved by it,
the ability of a Holder to pledge J.P. Morgan Debt Securities to
persons or entities that do not participate in the DTC system, or
to otherwise act with respect to such J.P. Morgan Debt
Securities, may be limited due to the absence of physical
certificates for such J.P. Morgan Debt Securities.
DTC has advised J.P. Morgan that it will take any action
permitted to be taken by a Holder under the relevant Indenture
only at the direction of one or more Participants to whose
accounts with DTC the J.P. Morgan Debt Securities are credited.
The Global Debt Security shall be exchangeable for J.P.
Morgan Debt Securities registered in the names of persons other
than DTC or its nominee only if (i) DTC notifies J.P. Morgan
that it is unwilling or unable to continue as depository for such
Global Debt Security or if at any time DTC ceases to be a
clearing agency registered under the 1934 Act at a time when DTC
is required to be so registered to act as such depository or
(ii) J.P. Morgan executes and delivers to the Trustee a Company
Order that such Global Debt Security shall be so exchangeable.
Any Global Debt Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for J.P. Morgan Debt
Securities registered in such names as DTC shall direct.
Upon the occurrence of any event described in the
immediately preceding paragraph, DTC is generally required to
notify all Participants of the availability through DTC of
definitive J.P. Morgan Debt Securities. Upon surrender by DTC
of the Global Debt Security representing the J.P. Morgan Debt
Securities and instructions for registration, the Trustee will
reissue the J.P. Morgan Debt Securities as definitive J.P.
Morgan Debt Securities, and thereafter the Trustee will recognize
the holders of such definitive J.P. Morgan Debt Securities as
registered holders of J.P. Morgan Debt Securities entitled to
the benefits of the applicable Indenture.
The Global Debt Security may not be transferred except as a
whole by DTC with respect to such Global Debt Security to a
nominee of DTC or by a nominee of DTC to DTC or another nominee
of DTC or to a successor Depository appointed by the Corporation.
DTC may not sell, assign, transfer or otherwise convey any
beneficial interest in a Global Debt Security evidencing all or
part of the J.P. Morgan Debt Securities unless such beneficial
interest is an amount equal to an authorized denomination for the
J.P. Morgan Debt Securities.
DESCRIPTION OF DEBT WARRANTS
J.P. Morgan may issue Debt Warrants for the purchase of
J.P. Morgan Debt Securities. The Debt Warrants are to be issued
under warrant agreements (each a "Debt Warrant Agreement") to be
entered into between J.P. Morgan and Morgan Guaranty, as warrant
agent (the "Debt Warrant Agent"), all as set forth in the
Prospectus Supplement relating to the particular issue of Debt
Warrants (the "Offered Debt Warrants"). A copy of the Debt
Warrant Agreement, including the form of warrant certificate (the
"Debt Warrant Certificate") representing the Debt Warrants,
substantially in the form in which it will be executed, is filed
as an exhibit to the Registration Statement. Brief summaries of
the principal provisions of the Debt Warrant Agreement and the
Debt Warrant Certificates do not purport to be complete.
General
If Debt Warrants are offered, the Prospectus Supplement will
describe the terms of the Offered Debt Warrants, the Debt Warrant
Agreement relating to the Offered Debt Warrants and the Debt
Warrant Certificates representing the Offered Debt Warrants,
including the following: (1) the designation, aggregate principal
amount and terms of the J.P. Morgan Debt Securities purchasable
upon exercise of the Offered Debt Warrants; (2) if applicable,
the designation and terms of any related J.P. Morgan Debt
Securities with which the Offered Debt Warrants are issued and
the number of Offered Debt Warrants issued with each such J.P.
Morgan Debt Security; (3) if the J.P. Morgan Debt Securities
purchasable upon exercise of Offered Debt Warrants are
denominated in a currency other than U.S. dollars or in any
currency unit, the denomination of such J.P. Morgan Debt
Securities and the coin or currency or units based on or relating
to currencies (including ECU) in which the principal, premium, if
any, and interest on such J.P. Morgan Debt Securities will be
payable, which may be U.S. dollars based upon the exchange rate
for such other currency or currency unit existing on or about the
time a payment is due; (4) if applicable, the date on and after
which the Offered Debt Warrants and the related J.P. Morgan Debt
Securities will be separately transferable; (5) the principal
amount of J.P. Morgan Debt Securities purchasable upon exercise
of the Offered Debt Warrants and the price at which and coin or
currency or units based on or relating to currencies (including
ECU) in which such principal amount of J.P. Morgan Debt
Securities may be purchased upon such exercise; (6) the date on
which the right to exercise the Offered Debt Warrants shall
commence and the date (the "Expiration Date") on which such right
shall expire; (7) if the J.P. Morgan Debt Securities purchasable
upon exercise of Offered Debt Warrants are original issue
discount J.P. Morgan Debt Securities, a discussion of the
specific Federal income tax, accounting and other special
considerations applicable thereto; and (8) whether the Debt
Warrants represented by the Debt Warrant Certificates will be
issued in registered or bearer form.
Debt Warrant Certificates will be exchangeable for new Debt
Warrant Certificates of different denominations, may, if in
registered form, be presented for registration and transfer, and
may be exercised at the corporate trust office of the Debt
Warrant Agent or any other office indicated in the Prospectus
Supplement. Prior to the exercise of their Debt Warrants,
holders of Debt Warrants will not have any of the rights of
holders of the J.P. Morgan Debt Securities purchasable upon such
exercise and will not be entitled to payments of principal of,
premium, if any, or interest, if any, on the J.P. Morgan Debt
Securities purchasable upon such exercise.
Exercise of Debt Warrants
Each Offered Debt Warrant will entitle the holder to
purchase for cash such principal amount of J.P. Morgan Debt
Securities at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus
Supplement relating to the Offered Debt Warrants. Offered Debt
Warrants may be exercised at any time up to the close of business
on the Expiration Date set forth in the Prospectus Supplement
relating to the Offered Debt Warrants. After the close of
business on the Expiration Date (or such later date to which such
Expiration Date may be extended by J.P. Morgan), unexercised
Debt Warrants will become void.
Subject to any restrictions and additional requirements that
may be set forth in the Prospectus Supplement relating thereto,
Debt Warrants may be exercised by delivery to the Debt Warrant
Agent of the Debt Warrant Certificate evidencing such Debt
Warrants properly completed and duly executed and of payment as
provided in the Prospectus Supplement of the amount required to
purchase the J.P. Morgan Debt Securities purchasable upon such
exercise. The exercise price will be that price applicable on
the date of receipt of payment in full of the requisite amount of
funds, determined as set forth in the Prospectus Supplement
relating to the Offered Debt Warrants. Upon receipt of such
payment and such Debt Warrant Certificate at the corporate trust
office of the Debt Warrant Agent or any other office indicated in
the Prospectus Supplement, J.P. Morgan will, as soon as
practicable, forward the J.P. Morgan Debt Securities purchasable
upon such exercise. If less than all of the Debt Warrants
represented by such Debt Warrant Certificate are exercised, a new
Debt Warrant Certificate will be issued for the remaining Debt
Warrants.
DESCRIPTION OF SERIES PREFERRED STOCK
J.P. Morgan is authorized to issue up to 10,400,000 shares
of preferred stock without par value (the "Preferred Stock"),
which may be issued from time to time in one or more series with
such terms as are determined by resolution of the Board of
Directors. All shares of Series Preferred Stock, irrespective of
series, constitute one and the same class. See "Description of
Capital Stock." The following description of the terms of the
Series Preferred Stock sets forth certain general terms and
provisions of the Series Preferred Stock to which any Prospectus
Supplement may relate. Certain terms of any series of Series
Preferred Stock offered by any Prospectus Supplement will be
described in the Prospectus Supplement relating to such series of
Series Preferred Stock. If so indicated in the Prospectus
Supplement, the terms of any such series may differ from the
terms set forth below.
The Board of Directors is authorized to establish and
designate series and to fix the number of shares and the relative
rights, preferences and limitations of the respective series of
the Series Preferred Stock. The terms of a particular series of
Series Preferred Stock may differ, among other things, in (1) the
number of shares to constitute such series, (2) the dividend rate
(or the method of calculation) on the shares of such series, and
whether such dividends are cumulative, (3) whether or not the
shares of the series shall be redeemable and the terms thereof,
(4) the terms and amount of any sinking fund provided for the
purchase or redemption of the series, (5) whether or not the
shares of the series shall be convertible into, or exchangeable
for, cash or shares of any other series of Series Preferred Stock
or other securities of J.P. Morgan and the terms thereof,
(6) the amount per share payable on the shares of the series in
case of liquidation, dissolution or winding up of J.P. Morgan,
(7) the terms of voting rights, if any, of shares of the series,
(8) whether there are restrictions or conditions upon the issue
or reissue of any additional preferred stock ranking on a parity
with or prior to such series as to dividends or upon liquidation,
dissolution or winding up, and (9) the other rights and
privileges and any qualifications, limitations or restrictions of
such rights or privileges of such series. Unless otherwise
specifically set forth in the Prospectus Supplement relating to a
series of Series Preferred Stock, all series of Series Preferred
Stock shall be of equal rank, preference and priority as to
dividends and upon liquidation, dissolution or winding up of J.P.
Morgan; when the stated dividends are not paid in full, the
shares of all series of the Series Preferred Stock shall share
ratably in any payment thereof, and upon liquidation, dissolution
or winding up of J.P. Morgan, if assets are insufficient to pay
in full all shares of all series of Series Preferred Stock, then
such assets shall be distributed among the holders ratably.
As described under "Depositary Shares" below, J.P. Morgan
may, at its option, elect to offer depositary shares evidenced by
depositary receipts, each representing a fraction (to be
specified in the Prospectus Supplement relating to the particular
series of Series Preferred Stock) of a share of the particular
series of Series Preferred Stock issued and deposited with a
depositary, in lieu of offering full shares of such series of the
Series Preferred Stock.
Since J.P. Morgan is a holding company, the right of J.P.
Morgan, and hence the right of creditors and stockholders of J.P.
Morgan, to participate in any distribution of assets of any
subsidiary, upon its liquidation or reorganization or otherwise
is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of J.P. Morgan
itself as a creditor of the subsidiary may be recognized.
The brief description of the principal provisions of the
Series Preferred Stock set forth below does not purport to be
complete.
Dividend Rights
The holders of the Series Preferred Stock shall be entitled
to receive, but only when and as declared by the Board of
Directors out of funds legally available for that purpose, cash
dividends at the rates and on the dates set forth in the
Prospectus Supplement relating to a particular series of Series
Preferred Stock, and no more, payable quarterly (each, a
"Dividend Payment Date"), unless otherwise specified in the
Prospectus Supplement relating to a series of Series Preferred
Stock. Such rate may be fixed or variable. Each such dividend
will be payable to the holders of record as they appear on the
stock books of J.P. Morgan (or, if applicable, the records of
the Depositary referred to below under "Depositary Shares") on
such record dates as will be fixed by the Board of Directors of
J.P. Morgan or a duly authorized committee thereof. Dividends
payable on the Series Preferred Stock for any period less than a
full quarter will be computed on the basis of the actual number
of days elapsed over a 360 day year and for a period of a full
calendar quarter, will be computed on the basis of a 360 day year
consisting of twelve 30 day months. Unless otherwise specified
in the Prospectus Supplement relating to a series of Series
Preferred Stock, such dividends shall be payable from, and shall
be cumulative from, the date of original issue of each share, so
that if in any quarterly dividend period (being the period
between such dividend payment dates) dividends at the rate or
rates as described in the Prospectus Supplement relating to such
series of Series Preferred Stock shall not have been declared and
paid or set apart for payment on all outstanding shares of Series
Preferred Stock for such quarterly dividend period and all
preceding quarterly dividend periods from and after the first day
from which dividends are cumulative then the aggregate deficiency
shall be declared and fully paid or set apart for payment, but
without interest, before any dividends shall be declared or paid
or set apart for payment on the Common Stock by J.P. Morgan.
The cutting-off of dividends on Common Stock until the
arrearages have been paid or provided for, as outlined above, and
such rights, if any, to vote for the election of directors as may be
set forth in the Prospectus Supplement relating to a series of
Series Preferred Stock, shall be the only consequences of the
failure to declare or pay dividends on the Series Preferred
Stock. After payment in full of all dividend arrearages on the
Series Preferred Stock, dividends on the Common Stock may be
declared and paid out of funds legally available for that purpose
as the Board of Directors may determine.
Each series of the Series Preferred Stock will be entitled
to dividends as described in the Prospectus Supplement relating
to such series. Different series of the Series Preferred Stock
may be entitled to dividends at different dividend rates or based
upon different methods of determination.
Optional Redemption
J.P. Morgan may, at its option, at any time or from time to
time on not less than 30 and not more than 60 days' notice,
redeem one or more series of the Series Preferred Stock, in whole
or in part, at the redemption prices and on the dates set forth
in the Prospectus Supplement for the related series of Series
Preferred Stock.
Any optional redemption by J.P. Morgan shall be with the
approval of the appropriate bank regulatory authorities unless at
the time such approval is not required. At the date of this
Prospectus approval by the Federal Reserve Board is required.
If less than all the outstanding shares of a series of the
Series Preferred Stock are to be redeemed, the selection of the
shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors of J.P. Morgan or by
any other method which may be determined by the Board of
Directors to be equitable. From and after the redemption date
(unless default shall be made by J.P. Morgan in providing for
the payment of the redemption price), dividends shall cease to
accrue on the shares of such Series Preferred Stock called for
redemption and all rights of the holders thereof (except the
right to receive the redemption price) shall cease.
At the option of J.P. Morgan, shares of Series Preferred
Stock redeemed or otherwise acquired may be restored to the
status of authorized but unissued shares of Series Preferred
Stock.
Conversion or Exchange
The holders of the Series Preferred Stock will have such
rights, if any, to convert such shares into or to exchange such
shares for, cash or shares of any other series of Series
Preferred Stock of J.P. Morgan, as may be set forth in the
Prospectus Supplement relating to a series of Series Preferred
Stock.
Voting Rights
Except as indicated below or in the Prospectus Supplement
relating to a particular series of Series Preferred Stock, or
except as expressly required by applicable law, the holders of
the Series Preferred Stock will not be entitled to vote. In the
event that J.P. Morgan issues full shares of any series of
Series Preferred Stock, each such share will be generally
entitled to one vote on matters on which holders of such series
of the Series Preferred Stock are entitled to vote, irrespective
of such series' aggregate stated value, liquidation preference or
initial offering price. However, as more fully described under
"Depositary Shares" below, if J.P. Morgan elects to issue
Depositary Shares representing a fraction of a share of a series
of Series Preferred Stock, each such Depositary Share will, in
effect, be entitled to such fraction of a vote as shall be set
forth in the Prospectus Supplement relating to such series rather
than one vote, per Depositary Share.
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 by J.P. Morgan on any other
series of Series Preferred Stock are in default, the number of
directors of J.P. Morgan will be increased by two and the
holders of record of all outstanding series of Series Preferred
Stock upon which like voting rights have been conferred, voting
as a single class without regard to series, will be entitled to
vote for the election of such additional two directors until all
dividends in default have been paid or declared and set apart for
payment.
So long as any shares of Series Preferred Stock remain
outstanding (except as may be otherwise specified in the
Certificate of Designation creating such Series Preferred Stock),
J.P. Morgan shall not, without the affirmative vote or consent
of the holders of at least two-thirds of the votes of the Series
Preferred Stock at the time outstanding and, entitled to vote,
given in person or by proxy, either in writing or by resolution
adopted at a meeting at which the holders of any series of Series
Preferred Stock (alone or together with the holders of one or
more other series of Series Preferred Stock at the time
outstanding and entitled to vote) voting separately as a class,
alter the provisions of the Series Preferred Stock so as to
materially adversely affect its rights; provided; however, that
in the event any such materially adverse alteration affects the
rights of only a single series of Series Preferred Stock, then
the alteration may be effected only with the vote or consent of
at least two-thirds of the votes of such series of Series
Preferred Stock; provided, further, that no such vote of any
series of Series Preferred Stock will be required to authorize an
increase in the amount of the authorized Series Preferred Stock
and/or the creation and issuance of other series of Series
Preferred Stock in accordance with J.P. Morgan's Restated
Certificate of Incorporation, as amended. In connection with the
exercise of the voting rights contained in the preceding
sentence, holders of all series of Series Preferred Stock which
are granted such voting rights shall vote as a class (except as
specifically provided otherwise).
The foregoing voting provisions will not apply if, in
connection with the matters specified, provision is made for the
redemption or retirement of all outstanding Series Preferred
Stock.
Under regulations adopted by the Federal Reserve Board, if
the holders of any series of Series Preferred Stock become
entitled to vote for the election of directors because dividends
on such series are in arrears, such series may then be deemed a
"class of voting securities" and a holder of 25% or more of such
series (or a holder of 5% or more if it otherwise exercises a
"controlling influence" over J.P. Morgan) may then be subject to
regulation as a bank holding company in accordance with the Bank
Holding Company Act of 1956, as amended. In addition, at such
time (i) any bank holding company may be required to obtain the
approval of the Federal Reserve Board under the Bank Holding
Company Act of 1956, as amended, to acquire or retain 5% or more
of any series of Series Preferred Stock and (ii) any person other
than a bank holding company may be required to obtain the
approval of the Federal Reserve Board under the Bank Change in
Control Act to acquire 10% or more of such series of Series
Preferred Stock.
Liquidation Rights
Upon any liquidation, dissolution or winding up of J.P.
Morgan, whether voluntary or involuntary, the holders of each
series of Series Preferred Stock shall have preference and
priority over the Common Stock for payment out of the assets of
J.P. Morgan or proceeds thereof, whether from capital or
surplus, of such amounts as are set forth in the Prospectus
Supplement relating to such series of Series Preferred Stock and,
after such payment, the holders of such series of Series
Preferred Stock shall be entitled to no other payments. If, in
such case, the assets of J.P. Morgan or proceeds thereof shall
be insufficient to make the full liquidating payment on such
series of Series Preferred Stock and liquidating payments on any
other outstanding series of Series Preferred Stock (including
accrued and unpaid dividends, if any), then such assets and
proceeds shall be distributed among the holders of such series of
Series Preferred Stock and any other outstanding series of Series
Preferred Stock, ratably in accordance with the respective
amounts which would be payable on all Series Preferred Stock
(including accrued and unpaid dividends, if any) if all such
liquidating amounts payable were paid in full. A consolidation
or merger of J.P. Morgan with or into any other corporation or
corporations or a sale, whether for cash, shares of stock,
securities or properties, of all or substantially all or any part
of the assets of J.P. Morgan shall not be deemed or construed to
be a liquidation, dissolution or winding up of J.P. Morgan.
Miscellaneous
Unless otherwise specified in the applicable Prospectus
Supplement, First Chicago Trust Company will serve as transfer
agent, dividend disbursing agent and registrar for any series of
Series Preferred Stock. The holders of any series of Series
Preferred Stock will not have any preemptive rights to purchase
or subscribe for any shares of any class or other securities of
any type of J.P. Morgan. When issued, each series of the Series
Preferred Stock will be fully paid and nonassessable. The
Certificate of Designation setting forth the provisions of any
series of Series Preferred Stock will become effective after the
date of the Prospectus Supplement relating to such series of
Series Preferred Stock, but on or before issuance of such series
of Series Preferred Stock.
DEPOSITARY SHARES
General
J.P. Morgan may, at its option, elect to offer fractional
shares of a particular series of Series Preferred Stock, rather
than full shares of such series of Series Preferred Stock. In
the event such option is exercised, J.P. Morgan will issue to
the public receipts for Depositary Shares, each of which will
represent a fraction (to be set forth in the Prospectus
Supplement relating to a particular series of Series Preferred
Stock) of a share of a particular series of Series Preferred
Stock as described below.
The shares of any series of Series Preferred Stock
represented by Depositary shares will be deposited under a
Deposit Agreement (the "Deposit Agreement") between J.P. Morgan
and a bank or trust company selected by J.P. Morgan having its
principal office in the United States and having a combined
capital and surplus of at least $50,000,000 (the "Depositary").
Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the
applicable fraction of a share of Series Preferred Stock
represented by such Depositary Share, to all the rights and
preferences of the Series Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights).
The Depositary Shares will be evidenced by depositary
receipts issued pursuant to the Deposit Agreement ("Depositary
Receipts"). Depositary Receipts will be distributed to those
persons purchasing the fractional shares of the particular series
of Series Preferred Stock in accordance with the terms of the
offering described in the related Prospectus Supplement. Copies
of the forms of the Deposit Agreement and Depositary Receipt are
filed as exhibits to the Registration Statement, and the
following summary is qualified in its entirety by reference to
such exhibits.
Pending the preparation of definitive engraved Depositary
Receipts, the Depositary may, upon the written order of J.P.
Morgan, issue temporary Depositary Receipts substantially
identical to (and entitling the holders thereof to all the rights
pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts
at J.P. Morgan's expense.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other
cash distributions received in respect of the particular series
of Series Preferred Stock to the record holders of Depositary
Shares relating to such Series Preferred Stock in proportion to
the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the
Depositary will distribute property received by it to the record
holders of Depositary Shares entitled thereto, unless the
Depositary determines that it is not feasible to make such
distribution, in which case the Depositary may, with the approval
of J.P. Morgan sell such property and distribute the net
proceeds from such sale to such holders.
Withdrawal of Stock
Upon surrender of Depositary Receipts at the corporate trust
office of the Depositary (unless the related Depositary Shares
have previously been called for redemption), the holder of the
Depositary Shares evidenced thereby is entitled to delivery at
such office to or upon his order, of the number of whole shares
of the related series of Series Preferred Stock and any money or
other property represented by such Depositary Shares. Holders of
Depositary Shares will be entitled to receive whole shares of the
related series of Series Preferred Stock on the basis set forth
in the related Prospectus Supplement for such series of Series
Preferred Stock, but holders of such whole shares of Series
Preferred Stock will not thereafter be entitled to receive
Depositary Shares therefor. If the Depositary Receipts delivered
by the holder evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole
shares of the related series of Series Preferred Stock to be
withdrawn, the Depositary will deliver to such holder at the same
time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
Redemption of Depositary Shares
If a series of Series Preferred Stock represented by
Depositary Shares is subject to redemption, the Depositary Shares
will be redeemed from the proceeds received by the Depositary
resulting from the redemption, in whole or in part, of such
series of Series Preferred Stock held by the Depositary. The
redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable
with respect to such series of the Series Preferred Stock.
Whenever J.P. Morgan redeems shares of Series Preferred Stock
held by the Depositary, the Depositary will redeem as of the same
redemption date the number of Depositary Shares representing
shares of the related series of Series Preferred Stock so
redeemed. If less than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected
by lot or pro rata as may be determined by the Depositary.
Voting the Series Preferred Stock
Upon receipt of notice of any meeting at which the holders
of the Series Preferred Stock are entitled to vote, the
Depositary will mail the information contained in such notice of
meeting to the record holders of the Depositary Shares relating
to such Series Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date
as the record date for the Series Preferred Stock) will be
entitled to instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of the Series Preferred
Stock represented by such holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote the
amount of the Series Preferred Stock represented by such
Depositary Shares in accordance with such instructions, and J.P.
Morgan will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to
do so. The Depositary will abstain from voting shares of the
Series Preferred Stock to the extent it does not receive specific
instructions from the holders of Depositary Shares representing
such Series Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary
Shares and any provision of the Deposit Agreement may at any time
be amended by agreement between J.P. Morgan and the Depositary.
However, any amendment which materially and adversely alters the
rights of the holders of Depositary Shares will not be effective
unless such amendment has been approved by the holders of at
least a majority of the Depositary Shares then outstanding. The
Deposit Agreement may be terminated by J.P. Morgan or the
Depositary only if (i) all outstanding Depositary Shares have
been redeemed or (ii) there has been a final distribution in
respect of the related series of Series Preferred Stock in
connection with any liquidation, dissolution or winding up of
J.P. Morgan and such distribution has been distributed to the
holders of Depositary Receipts.
Charges of Depositary
J.P. Morgan will pay all transfer and other taxes and
governmental charges arising solely from the existence of the
depositary arrangements. J.P. Morgan will pay charges of the
Depositary in connection with the initial deposit of the related
series of Series Preferred Stock and any redemption of such
Series Preferred Stock. Holders of Depositary Receipts will pay
transfer and other taxes and governmental charges and such other
charges as are expressly provided in the Deposit Agreement to be
for their accounts.
Resignation and Removal of Depositary
The Depositary may resign at any time by delivering to J.P.
Morgan notice of its election to do so, and J.P. Morgan may at
any time remove the Depositary, any such resignation or removal
to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment. Such successor Depositary
must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
Miscellaneous
The Depositary will forward all reports and communications
from J.P. Morgan which are delivered to the Depositary and which
J.P. Morgan is required to furnish to the holders of the related
series of Series Preferred Stock.
Neither the Depositary nor J.P. Morgan will be liable if it
is prevented or delayed by law or any circumstance beyond its
control in performing its obligations under the Deposit
Agreement. The obligations of J.P. Morgan and the Depositary
under the Deposit Agreement will be limited to performance in
good faith of their duties thereunder and they will not be
obligated to prosecute or defend any legal proceeding in respect
of any Depositary Shares or Series Preferred Stock unless
satisfactory indemnity is furnished. They may rely on written
advice of counsel or accountants, or information provided by
persons presenting Series Preferred Stock for deposit, holders of
Depositary Receipts or other persons believed to be competent and
on documents believed to be genuine.
DESCRIPTION OF PREFERRED STOCK WARRANTS
J.P. Morgan may issue Preferred Stock Warrants for the
purchase of a particular series of Series Preferred Stock or
Depositary Shares. The Preferred Stock Warrants are to be issued
under warrant agreements (each a "Preferred Stock Warrant
Agreement") to be entered into between J.P. Morgan and Morgan
Guaranty, as warrant agent (the "Preferred Stock Warrant Agent"),
all as set forth in the Prospectus Supplement relating to the
particular issue of Preferred Stock Warrants (the "Offered
Preferred Stock Warrants"). A copy of the Preferred Stock
Warrant Agreement, including the form of preferred stock warrant
certificate (the "Preferred Stock Warrant Certificate")
representing the Preferred Stock Warrants, substantially in the
form in which it will be executed, is filed as an exhibit to the
Registration Statement. Brief summaries of the principal
provisions of the Preferred Stock Warrant Agreement and Preferred
Stock Warrant Certificates do not purport to be complete.
General
If Preferred Stock Warrants are offered, the Prospectus
Supplement will describe the terms of the Offered Preferred Stock
Warrants, and the Preferred Stock Warrant Agreement relating to
the Offered Preferred Stock Warrants and the Preferred Stock
Warrant Certificates representing the Offered Preferred Stock
Warrants including the following:
(i) the designation, number of shares, stated value and
terms (including, without limitation, liquidation, dividend,
conversion and voting rights) of the series of Series Preferred
Stock or Depositary Shares purchasable upon exercise of Preferred
Stock Warrants and the price at which such number of shares of
Series Preferred Stock or Depositary Shares may be purchased upon
such exercise;
(ii) the date on which the right to exercise such Preferred
Stock Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire;
(iii) United States Federal income tax consequences
applicable to such Preferred Stock Warrants; and
(iv) any other terms of such Preferred Stock Warrants.
Preferred Stock Warrants for the purchase of Series
Preferred Stock or Depositary Shares will be offered and
exercisable for U.S. dollars only. Preferred Stock Warrants
will be issued in registered form only. The exercise price for
Preferred Stock Warrants will be subject to adjustment in
accordance with the applicable Prospectus Supplement.
Exercise of Preferred Stock Warrants
Each Preferred Stock Warrant will entitle the holder to
purchase for cash such number of shares (as applicable) of Series
Preferred Stock or Depositary Shares, at such exercise price as
shall in each case be set forth in, or calculable from, the
Prospectus Supplement relating to the Offered Preferred Stock
Warrants, which exercise price may be subject to adjustment upon
the occurrence of certain events as set forth in such Prospectus
Supplement. Offered Preferred Stock Warrants may be exercised at
any time up to the close of business on the Expiration Date set
forth in the Prospectus Supplement relating to the Offered
Preferred Stock Warrants. After the close of business on the
Expiration Date (or such later date to which such Expiration Date
may be extended by J.P. Morgan), unexercised Preferred Stock
Warrants will become void. The place or places where, and the
manner in which, Preferred Stock Warrants may be exercised shall
be specified in the Prospectus Supplement relating to such
Preferred Stock Warrants.
Prior to the exercise of any Preferred Stock Warrants to
purchase Series Preferred Stock or Depositary Shares, holders of
such Preferred Stock Warrants will not have any rights of holders
of the Series Preferred Stock or Depositary Shares purchasable
upon such exercise, including the right to receive payments of
dividends, if any, on the Series Preferred Stock or Depositary
Shares purchasable upon such exercise or to exercise any
applicable right to vote.
DESCRIPTION OF CURRENCY WARRANTS
The following description of the terms of the Currency
Warrants sets forth certain general terms and provisions of the
Currency Warrants to which any Prospectus Supplement may relate.
The particular terms of the Currency Warrants offered by any
Prospectus Supplement and the extent, if any, to which such
general provisions do not apply to the Currency Warrants so
offered will be described in the Prospectus Supplement relating
to such Currency Warrants.
Each issue of Currency Warrants will be issued under a
warrant agreement (each, a "Currency Warrant Agreement") to be
entered into between J.P. Morgan and Morgan Guaranty, as warrant
agent (the "Currency Warrant Agent"), all as described in the
Prospectus Supplement relating to such Currency Warrants. A copy
of the form of Currency Warrant Agreement, including the form of
currency warrant certificate (the "Currency Warrant Certificate")
representing the Currency Warrants, substantially in the form in
which it will be executed, is filed as an exhibit to the
Registration Statement. Brief summaries of the principal
provisions of the Currency Warrants and the Currency Warrant
Agreement do not purport to be complete.
General
J.P. Morgan may issue Currency Warrants either in the form
of Currency Put Warrants entitling the holders thereof to receive
from J.P. Morgan the cash settlement value in U.S. dollars or
other specified currency (together the "Payment Currency") of the
right to sell a specified amount of a specified foreign currency
or composite currency (the "Designated Currency") for a specified
amount of the Payment Currency, or in the form of Currency Call
Warrants entitling the holders thereof to receive from J.P.
Morgan the cash settlement value in the Payment Currency of the
right to purchase a specified amount of a Designated Currency for
a specified amount of the Payment Currency.
Unless otherwise provided in the applicable Prospectus
Supplement, the cash settlement value of an exercised Currency
Warrant will be an amount stated in U.S. dollars which, in the
case of a Currency Put Warrant, is the greater of (i) zero and
(ii) the amount computed by subtracting from a nominal amount of
U.S. dollars specified in the Prospectus Supplement (the "U.S.
Dollar Constant") an amount equal to the U.S. Dollar Constant
times a fraction, the numerator of which is the strike price set
forth in the applicable Prospectus Supplement and the denominator
of which is the spot exchange rate on the exercise date and, in
the case of a Currency Call Warrant, is the greater of (i) zero
and (ii) the amount computed by subtracting the U.S. Dollar
Constant from an amount equal to the U.S. Dollar Constant times
a fraction, the numerator of which is the strike price set forth
in the applicable Prospectus Supplement and the denominator of
which is the spot exchange rate on the exercise date. If the
cash settlement value is zero at the time of expiration of an
unexercised Currency Warrant, the Currency Warrant will expire
worthless.
Reference is hereby made to the Prospectus Supplement
relating to the particular issue of Currency Warrants offered
thereby for the terms of such Currency Warrants, including, where
applicable: (i) whether such Currency Warrants shall be Currency
Put Warrants, Currency Call Warrants, or both; (ii) the aggregate
amount of such Currency Warrants; (iii) the offering price of
such Currency Warrants; (iv) the Designated Currency, which
currency may be a foreign currency or a composite currency,
including ECU, and information regarding such currency or
composite currency; (v) the date on which the right to exercise
such Currency Warrants shall commence and the date on which such
right shall expire (the "Expiration Date"); (vi) the manner in
which such Currency Warrants may be exercised; (vii) the
circumstances which will cause the Currency Warrants to be deemed
automatically exercised; (viii) the minimum number, if any, of
such Currency Warrants exercisable at any one time and any other
restrictions on exercise; (ix) the method of determining the
amount payable in connection with the exercise of such Currency
Warrants, including the strike price or range of strike prices of
such Currency Warrants, the method of determining the spot
exchange rate and the U.S. Dollar Constant for such Currency
Warrants; (x) the national securities exchange on which such
Currency Warrants will be listed; (xi) whether such Currency
Warrants will, from the perspective of holders, be represented by
certificates or issued in book-entry form; (xii) the place or
places at which payment of the cash settlement value of such
Currency Warrants is to be made by J.P. Morgan, if applicable;
(xiii) information with respect to book-entry procedures, if any;
(xiv) the plan of distribution of the Currency Warrants; and (xv)
any other terms of such Currency Warrants.
Prospective purchasers of Currency Warrants should be aware
of special United States Federal income tax considerations
applicable to instruments such as the Currency Warrants. The
Prospectus Supplement relating to each issue of Currency Warrants
will describe such tax considerations.
Book-Entry Procedures and Settlement
Except as may otherwise be provided in the applicable
Prospectus Supplement, the Currency Warrants will be issued in
the form of a single global Currency Warrant Certificate,
registered in the name of a depository or its nominee. Holders
will not be entitled to receive definitive certificates
representing Currency Warrants. A holder's ownership of a
Currency Warrant will be recorded on or through the records of
the brokerage firm or other entity that maintains such holder's
account. In turn, the total number of Currency Warrants held by
an individual brokerage firm for its clients will be maintained
on the records of the depository in the name of such brokerage
firm or its agent. Transfer of ownership of any Currency Warrant
will be affected only through the selling holder's brokerage
firm.
Exercise of Currency Warrants
Unless otherwise specified in the applicable Prospectus
Supplement, each Currency Warrant will entitle the holder to the
cash settlement value of such Currency Warrant on the applicable
Exercise Date, in each case as such terms will be defined in the
applicable Prospectus Supplement.
Listing
Each issue of Currency Warrants will be listed on a national
securities exchange, subject only to official notice of issuance,
as a condition of sale of any such Currency Warrants. There can
be no assurance that such approval will be granted. In the event
that the Currency Warrants are delisted from, or permanently
suspended from trading on, such exchange, the Expiration Date for
such Currency Warrants will be the date such delisting or trading
suspension becomes effective and Currency Warrants not previously
exercised will be deemed automatically exercised on such
Expiration Date. The applicable Currency Warrant Agreement will
contain a covenant of J.P. Morgan not to seek delisting of the
Currency Warrants, or suspension of their trading, on such
exchange unless J.P. Morgan has, at the same time, arranged for
listing on another national securities exchange.
RISK FACTORS RELATING TO CURRENCY WARRANTS
Currency Warrants involve a high degree of risk, including
foreign exchange risks and the risk of expiring worthless.
Purchasers should be prepared to sustain a loss of some or all of
the purchase price of their Currency Warrants. Prospective
purchasers of the Currency Warrants should be experienced with
respect to options and option transactions and should reach an
investment decision only after careful consideration with their
advisers of the suitability of the Currency Warrants in light of
their particular financial circumstances, the information set
forth under "Description of Currency Warrants" herein and the
risk factors and information regarding the Currency Warrants and
the Designated Currency set forth in the Prospectus Supplement
relating to such Currency Warrants.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of J.P. Morgan consists of
500,000,000 shares of Common Stock, $2.50 par value, and
10,400,000 shares of Preferred Stock, no par value. At June 30,
1997, there were 200,689,973 shares outstanding of Common
Stock and 2,444,300 shares of Series A Adjustable Rate Cumulative
Preferred Stock, 50,000 shares each of Series B, C, D, E and F
Variable Cumulative Preferred Stock and 400,000 shares of Series H
Fixed Cumulative Preferred Stock.
The brief summary of the principal provisions contained in
J.P. Morgan's Restated Certificate of Incorporation does not
purport to be complete.
COMMON STOCK
Subject to the prior rights of the Preferred Stock, holders
of J.P. Morgan Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of any
fund legally available therefor and upon liquidation, dissolution
or winding up to receive pro rata all of J.P. Morgan remaining
after provision has been made for the payments of creditors.
Under the Federal Reserve Act, there are legal restrictions
that limit the amount of dividends that Morgan Guaranty Trust
Company of New York ("Morgan Guaranty"), a subsidiary of J.P.
Morgan and a state member bank, can declare. The most
restrictive test requires approval of the Board of Governors of
the Federal Reserve System if dividends declared exceed the net
profits for that year as defined, combined with the net profits
for the preceding two years. The calculation of the amount
available for payment of dividends is based on net profits
determined in accordance with bank regulatory accounting
principles reduced by the amount of dividends declared. At
December 31, 1996, the cumulative retained net profits for the
years 1996 and 1995 available for distribution as dividends by
Morgan Guaranty in 1997 without approval of the Federal Reserve
Board amounted to approximately $1,859 million.
The Federal Reserve Board may prohibit the payment of
dividends if it determines that circumstances relating to the
financial condition of a bank are such that the payment of
dividends would be an unsafe and unsound practice.
Voting Rights
Subject to the voting rights of the Preferred Stock, all
voting rights are vested in the holders of shares of J.P. Morgan
Common Stock, each share being entitled to one vote.
Preemptive Rights
Holders of J.P. Morgan Common Stock do not have any
preemptive rights to subscribe to any additional securities that
J.P. Morgan may issue.
Non-Assessability
Under Delaware law J.P. Morgan Common Stock is validly
issued, fully paid and non-assessable.
PREFERRED STOCK
General. The Preferred Stock, of which 10,400,000 shares
have been authorized, upon issuance has preference over the
Common Stock with respect to the payment of dividends and the
distribution of assets in the event of liquidation, dissolution
or winding up of J.P. Morgan and such other rights, preferences
and limitations as may be fixed by the Board of Directors.
Dividend provisions, liquidation preferences, voting rights, if
any, sinking fund and redemption provisions, if any, and
conversion and exchange provisions, if any, also will be fixed by
the Board of Directors. The shares of Series Preferred Stock
referred to in this Prospectus, when issued and paid for, will be
validly issued, fully paid and non-assessable.
Series A Preferred Stock
Adjustable Rate Cumulative Preferred Stock, Series A. In
March 1983, the Corporation issued 2,500,000 shares of the
Adjustable Rate Cumulative Preferred Stock, Series A (the "Series
A Preferred Stock") of which 2,444,300 shares are currently
outstanding. Dividends on the Series A Preferred Stock are
cumulative. If the equivalent of six quarterly dividends payable
on the Series A Preferred Stock are in arrears in an amount
equivalent to dividends for six full dividend periods (whether or
not consecutive), the number of directors of J.P. Morgan will be
increased by two and the holders of the outstanding Series A
Preferred Stock, voting together as a single class with holders
of shares of any other series preferred stock then outstanding
upon which like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional directors
(the holders of record of Series A Preferred Stock being entitled
to cast 1/10 of one vote) until all dividends in arrears have
been declared and paid or set apart for payment in full. In the
event of liquidation or dissolution, the holders of shares of
Series A Preferred Stock are entitled to receive a distribution
of $100 per share, plus, in each case, accrued and unpaid
dividends to the date of final distribution.
Except under certain circumstances, shares of Series A
Preferred Stock were not redeemable prior to March 1, 1986. On
or after such date and prior to February 29, 1988, shares of
Series A Preferred Stock were redeemable at the option of J.P.
Morgan, as a whole or in part, at a redemption price per share of
$103.00 and thereafter at $100 per share. The redemption price
set forth above with respect to Series A Preferred Stock will be
increased, in each case, by the amount of accrued and unpaid
dividends thereon to the date fixed for redemption.
Dividends on the Series A Preferred Stock are established
quarterly by a formula based on the interest rates of certain
actively traded U.S. Treasury obligations. In no event will the
quarterly dividends payable on the Series A Preferred Stock be
less than 5.00% or greater than 11.50% per annum.
Series B, C, D, E and F Preferred Stock
Variable Cumulative Preferred Stock, Series B, C, D, E and
F. In January 1990, as another series of series preferred stock,
J.P. Morgan issued $250 million, or 250,000 shares, of Variable
Cumulative Preferred Stock, Series B, C, D, E and F (the
"Variable Cumulative Preferred Stock") in five series of 50,000
shares each Series B, Series C, Series D, Series E and Series
F. These issues, priced at $1,000 per share, have contingent
voting rights and a liquidation preference of $1,000 per share,
plus accrued and unpaid dividends. Each of the five series is
identical except that the dividend rates and dividend payment
dates vary and separate auctions on different auction dates are
held by each series.
The shares of each of these series of Variable Cumulative
Preferred Stock are redeemable as a whole or in part (in units of
100 shares), except under certain conditions, at the option of
J.P. Morgan, at a redemption price of $1,000 per share plus an
amount equal to accrued and unpaid dividends.
Dividends on each series of Variable Cumulative Preferred
Stock are cumulative and are payable generally every 49 days,
subject to certain conditions. The dividend rates are set at a
rate per annum that is determined either by an auction conducted
on each such series of Variable Cumulative Preferred Stock on the
business day preceding the commencement of a subsequent dividend
period or by a remarketing. The rate for any dividend period is
subject to a maximum rate based upon the "AA" Composite
Commercial Paper Rate and the credit ratings of the Variable
Cumulative Preferred Stock in effect on a particular auction
date.
Series H Preferred Stock
In February 1996, as another series
of preferred stock, J.P. Morgan issued
$200 million, or 400,000 shares, of 6
5/8% Cumulative Preferred Stock, Series
H (the "Series H Preferred Stock").
Shares of the Series H Preferred Stock
have a stated value of $500 per share.
The shares of this Series H
Preferred Stock are not redeemable prior
to March 31, 2006. On or after March
31, 2006, J.P. Morgan, 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.
Dividends on this Series H
Preferred Stock shall be declared by the
Board of Directors of J.P. Morgan at a
rate of 6 5/8% per annum on the stated
value thereof. Such dividends shall be
cumulative and payable generally on
March 31, June 30, September 30 and
December 31 of each year.
PLAN OF DISTRIBUTION
J.P. Morgan may sell the Securities being offered hereby
(i) through agents, (ii) through underwriters, (iii) through
dealers and (iv) directly to purchasers. J.P. Morgan may sell
the Series Preferred Stock, including any associated Depositary
Shares, the Preferred Stock Warrants or the Currency Warrants
being offered hereby through underwriters. Any such persons may
be customers of, engage in transactions with, or perform services
for, J.P. Morgan in the ordinary course of business.
Securities may be offered and sold through agents designated
by J.P. Morgan from time to time. Any such agent involved in
the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions
payable by J.P. Morgan to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment (ordinarily five
business days or less). Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act of
1933, as amended, of the Securities so offered and sold. Agents
may be entitled under agreements which may be entered into with
J.P. Morgan to indemnification by J.P. Morgan against certain
liabilities, including liabilities under the Securities Act of
1933, as amended.
If an underwriter or underwriters are utilized in the sale
of the Offered Securities, J.P. Morgan will execute an
underwriting agreement with such underwriter or underwriters at
the time an agreement for such sale is reached, and the names of
the specific managing underwriter or underwriters, as well as any
other underwriters, and the terms of the transaction, including
compensation of the underwriters and dealers, if any, will be set
forth in the Prospectus Supplement which will be used by the
underwriters to make resales of the Offered Securities in respect
of which this Prospectus is delivered to the public.
Underwriters will acquire Offered Securities for their own
account and may resell such Offered Securities from time to time
in one or more transactions, including negotiated transactions,
at fixed public offering prices or at varying prices determined
at the time of sale. Offered Securities may be offered to the
public either through underwriting syndicates represented by
managing underwriters, or directly by the managing underwriters.
The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by J.P. Morgan against certain
liabilities, including liabilities under the Securities Act of
1933, as amended. Only underwriters named in the Prospectus
Supplement are deemed to be underwriters in connection with the
Offered Securities offered thereby. If any underwriter or
underwriters are utilized in the sale of the Offered Securities,
the underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent and that
the underwriters with respect to a sale of Offered Securities
will be obligated to purchase all such Offered Securities if any
are purchased.
If a dealer is utilized in the sale of the Securities in
respect of which this Prospectus is delivered, J.P. Morgan will
sell such Securities to the dealer, as principal. The dealer may
then resell such Securities to the public at varying prices to be
determined by such dealer at the time of resale. Any such dealer
may be deemed to be an underwriter, as such term is defined in
the Securities Act of 1933, as amended, of the Securities so
offered and sold. Dealers may be entitled, under agreements
which may be entered into with J.P. Morgan, to indemnification
by J.P. Morgan against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The
name of the dealer and the terms of the transaction will be set
forth in the Prospectus Supplement relating thereto.
Offers to purchase Securities may be solicited directly by
J.P. Morgan and sales thereof may be made by J.P. Morgan
directly to institutional investors or others, who may be deemed
to be underwriters within the meaning of the Securities Act of
1933, as amended, with respect to any sale thereof. The terms of
any such sales will be described in the Prospectus Supplement
relating thereto.
If so indicated in the Prospectus Supplement, J.P. Morgan
will authorize agents and underwriters to solicit offers by
certain institutions to purchase Offered Securities from J.P.
Morgan at the public offering price set forth in the Prospectus
Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not
less than, and, unless J.P. Morgan otherwise agrees, the
aggregate principal amount of Securities sold pursuant to
Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of
J.P. Morgan.
Contracts will not be subject to any conditions except that
any related sale of Offered Securities to underwriters shall have
occurred and the purchase by an institution of the Offered
Securities covered by its Contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the
United States to which such institution is subject. A commission
indicated in the Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Offered
Securities pursuant to Contracts accepted by J.P. Morgan.
The place and time of delivery of the Offered Securities in
respect of which this Prospectus is delivered are set forth in
the accompanying Prospectus Supplement.
This Prospectus and related Prospectus Supplement may be
used by direct or indirect wholly-owned subsidiaries of J.P.
Morgan in connection with offers and sales related to secondary
market transactions in the Offered Securities. Such subsidiaries
may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the
time of a sale.
The offer and sale of the Offered Securities by an affiliate
of J.P. Morgan will comply with the requirements of Rule 2720
of the National Association of Securities Dealers, Inc. (the "NASD")
Conduct Rules 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. Accordingly, an affiliate of J.P.
Morgan that is a member of the NASD may participate in a public
offering and sale of J.P. Morgan Debt Securities, Series
Preferred Stock or Depositary Shares if the offering is of a
class of securities rated investment grade by a nationally
recognized statistical rating organization. In addition, an
affiliate of J.P. Morgan that is a member of the NASD may
participate in any public offering and sale of the Offered
Securities, including without limitation Debt Warrants, Preferred
Stock Warrants and Currency Warrants, if the price at which an
equity issue is distributed to the public is no higher or the
yield at which a debt issue is distributed to the public is no
lower than that recommended by a "qualified independent
underwriter" (determined to be so qualified by the NASD prior to
commencement of such offering), in each case in compliance with
the provisions of the NASD.
Each NASD member participating in offers and sales of the
Offered Securities will not execute a transaction in the Offered
Securities in a discretionary account without the prior written
specific approval of the member's customer.
Certain of the underwriters or agents and their associates
may be customers of, engage in transactions with, and perform
services for, J.P. Morgan in the ordinary course of business.
EXPERTS
The audited financial statements contained in J.P. Morgan's
Annual Report on Form 10-K for the year ended December 31, 1996,
(included in J.P. Morgan's Annual Report to Stockholders) are
incorporated by reference in this Prospectus in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
LEGAL OPINIONS
The validity of the Securities offered hereby will be passed
upon by Gene A. Capello, Vice President and Assistant General
Counsel of J.P. Morgan, and by Cravath, Swaine & Moore,
New York, New York, counsel for any underwriters,
selling agents and certain other purchasers.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of securities being registered, other than underwriting
compensation and related hedging costs, are as follows:
Securities and Exchange Commission Registration Fee $363,636
Legal Fees and Expenses. . . . . . . . . . . . . . 25,000*
NASD Fees . . . . . . . . . . . . . . . . . . . . 30,500
Accounting Fees and Expenses . . . . . . . . . . . 50,000*
Trustees fees and expenses (including counsel fees) 20,000*
Rating Agency Fees . . . . . . . . . . . . . . . . 65,000*
Printing and Engraving Fees . . . . . . . . . . . 60,000*
Miscellaneous . . . . . . . . . . . . . . . . . . 26,000*
--------
Total . . . . . . . . . . . . $640,136
=======
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* Estimated
Item 15. Indemnification of Officers and Directors.
Article Seventh of the Restated Certificate of Incorporation
of J.P. Morgan & Co. Incorporated (the "Registrant") provides, in
effect, that, to the extent and under the circumstances permitted
by Section 145 of the General Corporation Law of Delaware, the
Registrant shall indemnify directors, officers, employees and
agents of the Registrant, or persons serving at the written
request of the Registrant as directors, officers, employees or
agents of another corporation or enterprise, including Morgan
Guaranty, against loss and expenses.
Subsection (a) of Section 145 of the General Corporation Law
of Delaware empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any
of the capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful
in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith. It also provides that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, and it empowers the
corporation to purchase and maintain insurance in such amounts as
the Board of Directors deems appropriate on behalf of a director,
officer, employee or agent of the corporation against any
liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such
liabilities under Section 145.
The indemnification permitted by Article Seventh of the
Restated Certificate of Incorporation of the Registrant has been extended
to all officers and directors of the Registrant's wholly owned
direct and indirect subsidiaries, and to such officers and directors in
their respective capacities as directors and officers of other
corporations 25% or more of the voting securities of which is
owned, directly or indirectly, by the Registrant. The Registrant
has purchased liability insurance of the type referred to in
Section 145. Subject to a $250,000 deductible for each loss, the policy
covers the Registrant with respect to its obligation to indemnify
directors and officers of the Registrant and its wholly owned
direct and indirect subsidiaries. In addition, the policy covers
directors and officers of the Registrant and its wholly owned
direct and indirect subsidiaries with respect to certain
liabilities which are not reimbursable by the Registrant. Subject
to certain exclusions from the coverage, the insurance provides
for payment of loss in excess of the applicable deductible to an
aggregate limit of $90,000,000 for each policy year. Insurance
coverage does not extend to certain claims, including claims
based upon or attributable to the insured's gaining personal profit or
advantage in which he is not legally entitled, claims brought
about or contributed to by the dishonesty of the insured, and claims
under Section 16(b) of the Securities Exchange Act of 1934 for an
accounting of profits resulting from the purchase or sale by the
insured of the Registrant's securities.
Item 16. Exhibits.
1(a)(1)* Form of Underwriting Agreement (including
form of Delayed Delivery Contract) for Subordinated Debt.
1(a)(2)** Form of Underwriting Agreement (including
form of Delayed Delivery Contract) for Debt.
1(a)(3)+ Form of Underwriting Agreement for Series
Preferred Stock, Depositary Shares and Preferred Stock
Warrants.
1(a)(4)+ Form of Underwriting Agreement for Currency
Warrants.
1(b)(1)* Form of Purchase Agreement for Subordinated
Debt.
1(b)(2)** Form of Purchase Agreement for Debt.
1(c)(1)* Form of Selling Agent Agreement for
Subordinated Debt.
1(c)(2)** Form of Selling Agent Agreement for Debt.
1(d)(1)++ Form of Distribution Agreement for Medium-
Term Notes.
3(a)+++ Restated Certificate of Incorporation of J.P.
Morgan & Co. Incorporated, as amended.
3(b) By-Laws of J.P. Morgan & Co. Incorporated as
amended through April 11, 1996. (Incorporated by
reference to J.P. Morgan's
Report on Form 8-K dated April 11, 1996).
4(a)(1)* Indenture dated as of March 1, 1993, between
J.P. Morgan & Co. Incorporated and Citibank, N.A., as
Trustee (now First Trust of New York, National
Association, as Successor Trustee).
4(a)(2)** Indenture dated as of August 15, 1982,
between J.P. Morgan
& Co. Incorporated and Chemical Bank
(formerly Manufacturers Hanover Trust Company), as
Trustee (now First Trust of New York, National
Association, as Successor
Trustee), (incorporated herein by reference
to J.P. Morgan's Current Report on Form 8-K, dated
February 7, 1986, filed pursuant to Section 13 of the
Securities and Exchange Act of 1934 (the "Act")).
4(a)(3)** Form of First Supplemental Indenture dated as
of May 5, 1986 between J.P. Morgan & Co. Incorporated
and Chemical Bank (formerly Manufacturers Hanover Trust
Company), as Trustee, (now First Trust of New York,
National Association, as Successor
Trustee)(incorporated herein by
reference to J.P. Morgan's Current Report on
Form 8-K, dated August 13, 1986, filed pursuant to
Section 13 of the Act).
4(a)(4)+ Form of Certificate of Designations for
Series Preferred Stock.
4(a)(5)+ Form of Certificate for Shares of Series
Preferred Stock.
4(a)(6)+ Form of Deposit Agreement.
4(a)(7)+ Form of Depositary Receipt of Depositary
Shares (contained as Exhibit A to Form of Deposit
Agreement).
4(b)(1)* Form of Security (Subordinated Note).
4(b)(2)** Form of Security (Note).
4(c)(1)* Form of Security (Subordinated Debenture).
4(c)(2)** Form of Security (Debenture).
4(d)(1)* Form of Security (Discount Subordinated
Security).
4(d)(2)** Form of Security (Discount Security).
4(e)(1)* Form of Security (Zero Coupon Subordinated
Security).
4(e)(2)** Form of Security (Zero Coupon Security).
4(f)(1)* Form of Security (Extendible Subordinated
Note).
4(f)(2)** Form of Security (Extendible Note).
4(g)* Form of Debt Warrant Agreement.
4(h)* Form of Debt Warrant (included as Exhibit A
to form of Warrant Agreement).
4(i)+ Form of Preferred Stock Warrant Agreement.
4(j)+ Form of Preferred Stock Warrant (included as
Exhibit A to
form of Preferred Stock Warrant Agreement).
4(k)+ Form of Currency Warrant Agreement.
4(l)+ Form of Currency Warrant (included as Exhibit
A to form of
Currency Warrant Agreement).
5 Opinion of Gene A. Capello
12.3 Computation of Consolidated Ratio of Earnings to
Fixed Charges and Consolidated Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends
(Incorporated by reference to J.P. Morgan's Annual Report
on Form 10-K for the year ended December 31, 1996 and to
J.P.Morgan's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).
23(a) Consent of Price Waterhouse LLP.
(b) Consent of Gene A. Capello (included in Exhibit 5).
24 Power of Attorney.
25.1 Statement of Eligibility of Debt Trustee on Form T-1.
25.2 Statement of Eligibility of Subordinated Debt Trustee on
Form T-1.
________________________________
* Previously filed as an exhibit to Registration Statement No.
33-45651 and incorporated by reference herein.
** Previously filed as an exhibit to Registration Statement No.
33-49049 and incorporated by reference herein.
+ Previously filed as an exhibit to Registration Statement No.
33-49775 and incorporated by reference herein.
++ Previously filed as an exhibit to Registration Statement
No. 33-64193 and incorporated by reference herein..
+++ Previously filed as an exhibit to Registration Statement No.
33-55851 and incorporated by reference herein.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement.
provided, however, that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the Securities offered herein, and the offering of
such Securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities and
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the Securities offered herein, and the
offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 of this
Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person, in connection with the Securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-3 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York and State of New York,
on this 6th day of October 1997.
J.P. Morgan & Co. Incorporated
By: Gene A. Capello/s/
------------------------------
(Gene A. Capello
Vice President and Assistant
General Counsel)
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below
by the following persons in the capacities indicated.
Signature Title Date
- --------- ----- -----
Douglas A. Warner III*
(Douglas A. Warner III) Chairman of the Board, October 6, 1997
President and Director
(Principal Executive Officer)
Paul A. Allaire*
(Paul A. Allaire) Director October 6, 1997
Riley P. Bechtel*
(Riley P. Bechtel) Director October 6, 1997
Martin Feldstein*
(Martin Feldstein) Director October 6, 1997
Ellen V. Futter*
(Ellen V. Futter) Director October 6, 1997
Hanna H. Gray*
(Hanna H. Gray) Director October 6, 1997
James R. Houghton*
(James R. Houghton) Director October 6, 1997
James L. Ketelsen*
(James L. Ketelsen) Director October 6, 1997
John A. Krol*
(John A. Krol) Director October 6, 1997
Roberto G. Mendoza*
(Roberto G. Mendoza) Vice Chairman of the October 6, 1997
Board and Director
Michael E. Patterson*
(Michael E. Patterson) Vice Chairman of the Board October 6, 1997
and Director
Lee R. Raymond*
(Lee R. Raymond) Director October 6, 1997
Richard D. Simmons*
(Richard D. Simmons) Director October 6, 1997
Kurt F. Viermetz*
(Kurt F. Viermetz) Vice Chairman of the Board October 6, 1997
and Director
Dennis Weatherstone*
Dennis Weatherstone) Retired Chairman of the October 6, 1997
Board and Director
Douglas C. Yearley*
(Douglas C. Yearley) Director October 6, 1997
John A. Mayer, Jr.*
(John A. Mayer, Jr.) Chief Financial Officer October 6, 1997
(Principal Financial and
Accounting Officer)
David H. Sidwell* Managing Director and October 6, 1997
(David H. Sidwell) Controller
(Principal Accounting Officer)
*By: Gene A. Capello/s/ October 6, 1997
-------------------------------------
(Gene A. Capello, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
5 Opinion of Gene A. Capello
23 Consent of Price Waterhouse LLP
24 Power of Attorney
25.1 Statement of Eligibility of Debt Trustee on Form T-1
25.2 Statement of Eligibility of Subordinated Debt
Trustee on Form T-1
Exhibit 5
[Letterhead of J.P. Morgan & Co. Incorporated]
October 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: J.P. Morgan & Co. Incorporated
Registration Statement on Form S-3
----------------------------------
Dear Sir or Madame:
I am a Vice President and Assistant General Counsel of
J.P. Morgan & Co. Incorporated, a Delaware corporation
("J.P. Morgan") and in such capacity am
acting as counsel in connection with J.P. Morgan's
Registration Statement on Form S-3 being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended (the "Act") with respect to $1,200,000,000 aggregate amount
of Debt Securities, Warrants to Purchase Debt Securities,
Series Preferred Stock, Preferred Stock and Depositary Share
Warrants ("Preferred Stock Warrants"), Depositary Shares and Currency
Warrants (the "Registration Statement"). Capitalized terms
not defined herein have the meaning given to them in the
Registration Statement.
The Depositary Shares are issuable under a deposit
agreement (the "Deposit Agreement") between J.P. Morgan and
Morgan Guaranty Trust Company of New York.
I have examined such documents and made such other
investigations as I have deemed necessary or advisable for
purposes of this opinion. Based thereon, I am of the opinion
that:
1. J.P. Morgan is a corporation duly organized and
validly existing under the laws of the State of
Delaware.
2. The Warrants to Purchase Debt Securities, when
duly authorized, executed, countersigned and
delivered against payment therefor, will be legally issued
and will constitute binding obligations of J.P.
Morgan in accordance with their terms.
3. The Debt Securities, when duly authorized,
executed, authenticated and delivered against payment
therefor or upon receipt of the exercise price of the
Warrants to Purchase Debt Securities, will be legally issued
and will constitute binding obligations of J.P.
Morgan in accordance with their terms.
4. The shares of Series Preferred Stock have been
duly and validly authorized and reserved for issuance
and, when issued, executed and paid for as contemplated in
the Registration Statement or upon receipt of the
exercise price of the Preferred Stock Warrants, will be
validly issued, fully paid and nonassessable.
5. The Depositary Shares have been duly authorized
by J.P. Morgan and, when the Registration Statement
becomes effective under the Act, when the
Deposit Agreement has been duly authorized, executed and
delivered by the Depositary, and when the
Depositary Shares have been duly executed, issued and paid
for in accordance with the terms and provisions of the
Deposit Agreement and as contemplated in the
Registration Statement, the Depositary Shares will be validly
issued, fully paid and nonassessable.
6. The Preferred Stock Warrants, when duly
authorized, executed, countersigned and delivered against
payment thereof will be legally issued and will
constitute binding obligations of J.P. Morgan in accordance
with their terms.
7. The Currency Warrants, when duly authorized,
executed, countersigned and delivered against payment
thereof, will be legally issued and will constitute
binding obligations of J.P. Morgan in accordance with
their terms.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. I also consent to
the use of my name under the caption "Legal Opinions" in the
Prospectus contained in the Registration Statement
Very truly yours,
Gene A. Capello/s/
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Prospectus constituting part of the Registration Statement on Form S-3
of J.P. Morgan & Co. Incorporated of our report dated January 8,
1997 appearing on page 34 of the J.P. Morgan & Co.
Incorporated Annual Report on Form 10-K (included in the
1996 Annual Report to Stockholders) for the year ended December 31, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP/s/
New York, New York
October 6, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Douglas A. Warner
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Paul A. Allaire
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Riley P. Bechtel
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Martin Feldstein
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Ellen V. Futter
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Hanna H. Gray
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ James R. Houghton
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ James L. Ketelsen
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ John A. Krol
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Roberto G. Mendoza
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Michael E. Patterson
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Lee R. Raymond
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Richard D. Simmons
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Kurt F. Viermetz
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Dennis Weatherstone
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ Douglas C. Yearley
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ John A. Mayer, Jr.
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Roberto
G. Mendoza, Kurt F. Viermetz, Michael E. Patterson,
Rachel F. Robbins, James C. P. Berry and Gene A. Capello
and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-
fact and agent, with full and several power of
substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign any and all Registration Statements
under the Securities Act of 1933 as amended, for the
purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any
public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or
his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 6th day of October, 1997.
/s/ David H. Sidwell
___________________________
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2)
_________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 13-2625764
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
60 Wall Street
New York, New York 10260-0060
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Comptroller of the Currency Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations
with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust
of New York, National Association, incorporated
herein by reference to Exhibit 1 of Form T-1,
Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business
for First Trust of New York, National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise
corporate trust powers for First Trust of New York, National
Association, incorporated herein by reference to Exhibit 3 of
Form T-1, Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York,
National Association.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York,
National Association, required by Section 321(b) of
the Act, incorporated herein by reference to Exhibit
6 of Form T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of
New York, National Association, as of the close of
business on June 30, 1997, published pursuant to law
or the requirements of its supervising or examining
authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, First Trust of New York,
National Association, a national banking association organized
and existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 6th day of October, 1997.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/Catherine F. Donohue
Catherine F. Donohue
Vice President
Exhibit 4
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the
shareholders, for the election of directors and the transaction
of other business, shall be held at a time and place as the
Chairman or President may designate. Notice of such meeting shall
be given at least ten days prior to the date thereof, to each
shareholder of the Association. If, for any reason, an election
of directors is not made on the designated day, the election
shall be held on some subsequent day, as soon thereafter as
practicable, with prior notice thereof.
Section 1.2. Special Meetings. Except as otherwise
specially provided by law, special meetings of the shareholders
may be called for any purpose, at any time by a majority of the
board of directors, or by any shareholder or group of
shareholders owning at least ten percent of the outstanding
stock. Every such special meeting, unless otherwise provided by
law, shall be called upon not less than ten days prior notice
stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for
election to the board of directors may be made by the board of
directors or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting
of the shareholders by proxies duly authorized in writing.
Proxies shall be valid only for one meeting and any adjournments
of such meeting and shall be filed with the records of the
meeting.
Section 1.5. Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, unless otherwise provided
by law. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors
(hereinafter referred to as the "board"), shall have power to
manage and administer the business and affairs of the
Association. All authorized corporate powers of the Association
shall be vested in and may be exercised by the board.
Section 2.2. Powers. In addition to the foregoing, the
board of directors shall have and may exercise all of the powers
granted to or conferred upon it by the Articles of Association,
the Bylaws and by law.
Section 2.3. Number. The board shall consist of a number of
members to be fixed and determined from time to time by
resolution of the board or the shareholders at any meeting
thereof, in accordance with the Articles of Association.
Section 2.4. Organization Meeting. The newly elected board
shall meet for the purpose of organizing the new board and
electing and appointing such officers of the Association as may
be appropriate. Such meeting shall be held on the day of the
election or as soon thereafter as practicable, and, in any event,
within thirty days thereafter. If, at the time fixed for such
meeting, there shall not be a quorum present, the directors
present may adjourn the meeting until a quorum is obtained.
Section 2.5. Regular Meetings. The regular meetings of the
board shall be held, without notice, as the Chairman or President
may designate and deem suitable.
Section 2.6. Special Meetings. Special meetings of the
board may be called by the Chairman or the President of the
Association, or at the request of two or more directors. Each
member of the board shall be given notice stating the time and
place of each such meeting.
Section 2.7. Quorum. A majority of the directors shall
constitute a quorum at any meeting, except when otherwise
provided by law; but fewer may adjourn any meeting. Unless
otherwise provided, once a quorum is established, any act by a
majority of those constituting the quorum shall be the act of the
board.
Section 2.8. Vacancies. When any vacancy occurs among the
directors, the remaining members of the board may appoint a
director to fill such vacancy at any regular meeting of the
board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The board may
appoint persons, who need not be directors, to serve as advisory
directors on an advisory board of directors established with
respect to the business affairs of either this Association alone
or the business affairs of a group of affiliated organizations of
which this Association is one. Advisory directors, shall have
such powers and duties as may be determined by the board,
provided, that the board's responsibility for the business and
affairs of this Association shall in no respect be delegated or
diminished.
Section 3.2. Audit Committee. The board shall appoint an
Audit Committee which shall consist of at least two Directors of
the Association or of an affiliate of the Association. If
legally permissible, the Board may determine to name itself as
the Audit Committee. The Audit Committee shall direct and review
audits of the Association's fiduciary activities.
The members of the Audit Committee shall be appointed each
year and shall continue to act until their successors are named.
The Audit Committee shall have power to adopt its own rules and
procedures and to do those things which in the judgment of such
Committee are necessary or helpful with respect to the exercise
of its functions or the satisfaction of its responsibilities.
Section 3.3. Executive Committee. The board may appoint an
Executive Committee which shall consist of at least three
directors and which shall have, and may exercise, all the powers
of the board between meetings of the board or otherwise when the
board is not meeting.
Section 3.4. Other Committees. The board may appoint, from
time to time, committees of one or more persons who need not be
directors, for such purposes and with such powers as the board
may determine. In addition, either the Chairman or the President
may appoint, from time to time, committees of one or more
officers, employees, agents or other persons, for such purposes
and with such powers as either the Chairman or the President
deems appropriate and proper.
Whether appointed by the board, the Chairman, or the
President, any such Committee shall at all times be subject to
the direction and control of the board.
Section 3.5. Meetings. Minutes and Rules. An advisory board
of directors and/or committee shall meet as necessary in
consideration of the purpose of the advisory board of directors
or committee, and shall maintain minutes in sufficient detail to
indicate actions taken or recommendations made; unless required
by the members, discussions, votes or other specific details need
not be reported. An advisory board of directors or a committee
may, in consideration of its purpose, adopt its own rules for the
exercise of any of its functions or authority.
ARTICLE IV
Officers and Employees
Section 4.1. Chairman of the Board. The board may appoint
one of its members to be Chairman of the board to serve at the
pleasure of the board. The Chairman shall supervise the carrying
out of the policies adopted or approved by the board; shall have
general executive powers, as well as the specific powers
conferred by these Bylaws; shall also have and may exercise such
powers and duties as from time to time may be conferred upon or
assigned by the board.
Section 4.2. President. The board may appoint one of its
members to be President of the Association. In the absence of the
Chairman, the President shall preside at any meeting of the board
. The President shall have general executive powers, and shall
have and may exercise any and all other powers and duties
pertaining by law, regulation or practice, to the Office of
President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time
may be conferred or assigned by the Board.
Section 4.3. Vice President. The board may appoint one or
more Vice Presidents who shall have such powers and duties as may
be assigned by the board and to perform the duties of the
President on those occasions when the President is absent,
including presiding at any meeting of the board in the absence of
both the Chairman and President.
Section 4.4. Secretary. The board shall appoint a
Secretary, or other designated officer who shall be Secretary of
the board and of the Association, and shall keep accurate minutes
of all meetings. The Secretary shall attend to the giving of all
notices required by these Bylaws to be given; shall be custodian
of the corporate seal, records, document and papers of the
Association; shall provide for the keeping of proper records of
all transactions of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation
or practice, to the Secretary, or imposed by these Bylaws; and
shall also perform such other duties as may be assigned from time
to time, by the Board .
Section 4.5. Other Officers. The board may appoint, and may
authorize the Chairman or the President to appoint, any officer
as from time to time may appear to the board, the Chairman or the
President to be required or desirable to transact the business of
the Association. Such officers shall exercise such powers and
perform such duties as pertain to their several offices, or as
may be conferred upon or assigned to them by these Bylaws, the
board, the Chairman or the President.
Section 4.6. Tenure of Office. The Chairman or the
President and all other officers shall hold office for the
current year for which the board was elected, unless they shall
resign, become disqualified, or be removed. Any vacancy occurring
in the Office of Chairman or President shall be filled promptly
by the board.
Any officer elected by the board or appointed by the
Chairman or the President may be removed at any time, with or
without cause, by the affirmative vote of a majority of the board
or, if such officer was appointed by the Chairman or the
President, by the Chairman or the President, respectively.
ARTICLE V
Stock
Section 5.1. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in
which all transfers of stock shall be recorded. Every person
becoming a shareholder by such transfer shall, in proportion to
such person's shares, succeed to all rights of the prior holder
of such shares. Each certificate of stock shall recite on its
face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
ARTICLE VI
Corporate Seal
Section 6.1. The Chairman, the President, the Secretary,
any Assistant Secretary or other officer designated by the board,
the Chairman, or the President, shall have authority to affix the
corporate seal to any document requiring such seal, and to attest
the same. Such seal shall be substantially in the following
form:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements,
checks, drafts, orders, indentures, notes, mortgages, deeds,
conveyances, transfers, endorsements, assignments, certificates,
declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, guarantees, proxies and other instruments or
documents may be signed, countersigned, executed, acknowledged,
endorsed, verified, delivered or accepted on behalf of the
Association, whether in a fiduciary capacity or otherwise, by any
officer of the Association, or such employee or agent as may be
designated from time to time by the board by resolution, or by
the Chairman or the President by written instrument, which
resolution or instrument shall be certified as in effect by the
Secretary or an Assistant Secretary of the
Association. The provisions of this section are supplementary to
any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the
Bylaws and the proceedings of all meetings of the shareholders,
the board, and standing committees of the board, shall be
recorded in appropriate minute books provided for the purpose.
The minutes or each meeting shall be signed by the Secretary, or
other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the
Association files all fiduciary records necessary to assure that
its fiduciary responsibilities have been properly undertaken and
discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary
capacity shall be invested according to the instrument
establishing the fiduciary relationship and according to law.
Where such instrument does not specify the character and class of
investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice. Whenever notice is required by the
Articles of Association, the Bylaws or law, such notice shall be
by mail, postage prepaid, telegram, in person, or by any other
means by which such notice can reasonably be expected to be
received, using the address of the person to receive such notice,
or such other personal data, as may appear on the records of the
Association. Prior notice shall be proper if given not more than
30 days nor less than 10 days prior to the event for which notice
is given.
ARTICLE VIII
Indemnification
Section 8.1. The association shall indemnify to the full
extent permitted by, and in the manner permissible under, the
Articles of Association and the laws of the United States of
America, as applicable and as amended from time to time, any
person made, or threatened to be made, a party to any action,
suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was a
director, advisory director, officer or employee of the
Association, or any predecessor of the Association, or served any
other enterprise as a director or officer at the request of the
Association or any predecessor of the Association.
Section 8.2. The board in its discretion may, on behalf of
the Association, indemnify any person, other than a director,
advisory director, officer or employee, made a party to any
action, suit or proceeding by reason of the fact that such person
is or was an agent of the Association or any predecessor of the
Association serving in such capacity at the request of the
Association or any predecessor of the Association.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in
accordance with and subject to appropriate provisions of law, and
may be amended, altered or repealed, at any regular or special
meeting of the board.
Section 9.2. A copy of the Bylaws, with all amendments,
shall at all times be kept in a convenient place at the main
office of the Association, and shall be open for inspection to
all shareholders during Association hours.
I, Catherine F. Donohue, hereby certify that: (i) I am a
duly constituted Assistant Secretary of FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION (the "Association") and (ii) the foregoing
bylaws are the bylaws of the Association, and all of them are now
lawfully in force and effect.
I have hereunto affixed my official signature and the seal
of the Association, in the City of New York, on the 6th day of
October, 1997.
By: /S/ Catherine F. Donohue
Name: Catherine F. Donohue
Title: Assistant Secretary
Exhibit 7
First Trust of New York, National Association
Statement of Financial Condition
As of 6/30/97
($000's)
6/30/97
Assets
Cash and Due From Depository Institutions $35,121
Federal Reserve Stock 3,490
Fixed Assets 802
Intangible Assets 77,269
Other Assets 5,921
Total Assets $122,603
Liabilities
Other Liabilities 7,037
Total Liabilities 703
Equity
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (6,367)
Total Equity Capital 115,565
Total Liabilities and Equity Capital $122,603
To the best of the undersigned's determination, as of this date
the above financial information
is true and correct.
First Trust of New York, National Association
By: /S/ Catherine F. Donohue
Vice President
Date: October 6, 1997
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2)
_________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 13-2625764
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
60 Wall Street
New York, New York 10260-0060
(Address of principal executive offices) (Zip Code)
SUBORDINATED SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust
of New York, National Association, incorporated
herein by reference to Exhibit 1 of Form T-1,
Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business
for First Trust of New York, National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise
corporate trust powers for First Trust of New York, National
Association, incorporated herein by reference to Exhibit 3 of
Form T-1, Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York,
National Association.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York,
National Association, required by Section 321(b) of
the Act, incorporated herein by reference to Exhibit
6 of Form T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of
New York, National Association, as of the close of
business on June 30, 1997, published pursuant to law
or the requirements of its supervising or examining
authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, First Trust of New York,
National Association, a national banking association organized
and existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 6th day of October, 1997.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/Catherine F. Donohue
Catherine F. Donohue
Vice President
Exhibit 4
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the
shareholders, for the election of directors and the transaction
of other business, shall be held at a time and place as the
Chairman or President may designate. Notice of such meeting shall
be given at least ten days prior to the date thereof, to each
shareholder of the Association. If, for any reason, an election
of directors is not made on the designated day, the election
shall be held on some subsequent day, as soon thereafter as
practicable, with prior notice thereof.
Section 1.2. Special Meetings. Except as otherwise
specially provided by law, special meetings of the shareholders
may be called for any purpose, at any time by a majority of the
board of directors, or by any shareholder or group of
shareholders owning at least ten percent of the outstanding
stock. Every such special meeting, unless otherwise provided by
law, shall be called upon not less than ten days prior notice
stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for
election to the board of directors may be made by the board of
directors or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting
of the shareholders by proxies duly authorized in writing.
Proxies shall be valid only for one meeting and any adjournments
of such meeting and shall be filed with the records of the
meeting.
Section 1.5. Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, unless otherwise provided
by law. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors
(hereinafter referred to as the "board"), shall have power to
manage and administer the business and affairs of the
Association. All authorized corporate powers of the Association
shall be vested in and may be exercised by the board.
Section 2.2. Powers. In addition to the foregoing, the
board of directors shall have and may exercise all of the powers
granted to or conferred upon it by the Articles of Association,
the Bylaws and by law.
Section 2.3. Number. The board shall consist of a number of
members to be fixed and determined from time to time by
resolution of the board or the shareholders at any meeting
thereof, in accordance with the Articles of Association.
Section 2.4. Organization Meeting. The newly elected board
shall meet for the purpose of organizing the new board and
electing and appointing such officers of the Association as may
be appropriate. Such meeting shall be held on the day of the
election or as soon thereafter as practicable, and, in any event,
within thirty days thereafter. If, at the time fixed for such
meeting, there shall not be a quorum present, the directors
present may adjourn the meeting until a quorum is obtained.
Section 2.5. Regular Meetings. The regular meetings of the
board shall be held, without notice, as the Chairman or President
may designate and deem suitable.
Section 2.6. Special Meetings. Special meetings of the
board may be called by the Chairman or the President of the
Association, or at the request of two or more directors. Each
member of the board shall be given notice stating the time and
place of each such meeting.
Section 2.7. Quorum. A majority of the directors shall
constitute a quorum at any meeting, except when otherwise
provided by law; but fewer may adjourn any meeting. Unless
otherwise provided, once a quorum is established, any act by a
majority of those constituting the quorum shall be the act of the
board.
Section 2.8. Vacancies. When any vacancy occurs among the
directors, the remaining members of the board may appoint a
director to fill such vacancy at any regular meeting of the
board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The board may
appoint persons, who need not be directors, to serve as advisory
directors on an advisory board of directors established with
respect to the business affairs of either this Association alone
or the business affairs of a group of affiliated organizations of
which this Association is one. Advisory directors, shall have
such powers and duties as may be determined by the board,
provided, that the board's responsibility for the business and
affairs of this Association shall in no respect be delegated or
diminished.
Section 3.2. Audit Committee. The board shall appoint an
Audit Committee which shall consist of at least two Directors of
the Association or of an affiliate of the Association. If
legally permissible, the Board may determine to name itself as
the Audit Committee. The Audit Committee shall direct and review
audits of the Association's fiduciary activities.
The members of the Audit Committee shall be appointed each
year and shall continue to act until their successors are named.
The Audit Committee shall have power to adopt its own rules and
procedures and to do those things which in the judgment of such
Committee are necessary or helpful with respect to the exercise
of its functions or the satisfaction of its responsibilities.
Section 3.3. Executive Committee. The board may appoint an
Executive Committee which shall consist of at least three
directors and which shall have, and may exercise, all the powers
of the board between meetings of the board or otherwise when the
board is not meeting.
Section 3.4. Other Committees. The board may appoint, from
time to time, committees of one or more persons who need not be
directors, for such purposes and with such powers as the board
may determine. In addition, either the Chairman or the President
may appoint, from time to time, committees of one or more
officers, employees, agents or other persons, for such purposes
and with such powers as either the Chairman or the President
deems appropriate and proper.
Whether appointed by the board, the Chairman, or the
President, any such Committee shall at all times be subject to
the direction and control of the board.
Section 3.5. Meetings. Minutes and Rules. An advisory board
of directors and/or committee shall meet as necessary in
consideration of the purpose of the advisory board of directors
or committee, and shall maintain minutes in sufficient detail to
indicate actions taken or recommendations made; unless required
by the members, discussions, votes or other specific details need
not be reported. An advisory board of directors or a committee
may, in consideration of its purpose, adopt its own rules for the
exercise of any of its functions or authority.
ARTICLE IV
Officers and Employees
Section 4.1. Chairman of the Board. The board may appoint
one of its members to be Chairman of the board to serve at the
pleasure of the board. The Chairman shall supervise the carrying
out of the policies adopted or approved by the board; shall have
general executive powers, as well as the specific powers
conferred by these Bylaws; shall also have and may exercise such
powers and duties as from time to time may be conferred upon or
assigned by the board.
Section 4.2. President. The board may appoint one of its
members to be President of the Association. In the absence of the
Chairman, the President shall preside at any meeting of the board
. The President shall have general executive powers, and shall
have and may exercise any and all other powers and duties
pertaining by law, regulation or practice, to the Office of
President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time
may be conferred or assigned by the Board.
Section 4.3. Vice President. The board may appoint one or
more Vice Presidents who shall have such powers and duties as may
be assigned by the board and to perform the duties of the
President on those occasions when the President is absent,
including presiding at any meeting of the board in the absence of
both the Chairman and President.
Section 4.4. Secretary. The board shall appoint a
Secretary, or other designated officer who shall be Secretary of
the board and of the Association, and shall keep accurate minutes
of all meetings. The Secretary shall attend to the giving of all
notices required by these Bylaws to be given; shall be custodian
of the corporate seal, records, document and papers of the
Association; shall provide for the keeping of proper records of
all transactions of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation
or practice, to the Secretary, or imposed by these Bylaws; and
shall also perform such other duties as may be assigned from time
to time, by the Board .
Section 4.5. Other Officers. The board may appoint, and may
authorize the Chairman or the President to appoint, any officer
as from time to time may appear to the board, the Chairman or the
President to be required or desirable to transact the business of
the Association. Such officers shall exercise such powers and
perform such duties as pertain to their several offices, or as
may be conferred upon or assigned to them by these Bylaws, the
board, the Chairman or the President.
Section 4.6. Tenure of Office. The Chairman or the
President and all other officers shall hold office for the
current year for which the board was elected, unless they shall
resign, become disqualified, or be removed. Any vacancy occurring
in the Office of Chairman or President shall be filled promptly
by the board.
Any officer elected by the board or appointed by the
Chairman or the President may be removed at any time, with or
without cause, by the affirmative vote of a majority of the board
or, if such officer was appointed by the Chairman or the
President, by the Chairman or the President, respectively.
ARTICLE V
Stock
Section 5.1. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in
which all transfers of stock shall be recorded. Every person
becoming a shareholder by such transfer shall, in proportion to
such person's shares, succeed to all rights of the prior holder
of such shares. Each certificate of stock shall recite on its
face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
ARTICLE VI
Corporate Seal
Section 6.1. The Chairman, the President, the Secretary,
any Assistant Secretary or other officer designated by the board,
the Chairman, or the President, shall have authority to affix the
corporate seal to any document requiring such seal, and to attest
the same. Such seal shall be substantially in the following
form:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements,
checks, drafts, orders, indentures, notes, mortgages, deeds,
conveyances, transfers, endorsements, assignments, certificates,
declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, guarantees, proxies and other instruments or
documents may be signed, countersigned, executed, acknowledged,
endorsed, verified, delivered or accepted on behalf of the
Association, whether in a fiduciary capacity or otherwise, by any
officer of the Association, or such employee or agent as may be
designated from time to time by the board by resolution, or by
the Chairman or the President by written instrument, which
resolution or instrument shall be certified as in effect by the
Secretary or an Assistant Secretary of the
Association. The provisions of this section are supplementary to
any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the
Bylaws and the proceedings of all meetings of the shareholders,
the board, and standing committees of the board, shall be
recorded in appropriate minute books provided for the purpose.
The minutes or each meeting shall be signed by the Secretary, or
other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the
Association files all fiduciary records necessary to assure that
its fiduciary responsibilities have been properly undertaken and
discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary
capacity shall be invested according to the instrument
establishing the fiduciary relationship and according to law.
Where such instrument does not specify the character and class of
investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice. Whenever notice is required by the
Articles of Association, the Bylaws or law, such notice shall be
by mail, postage prepaid, telegram, in person, or by any other
means by which such notice can reasonably be expected to be
received, using the address of the person to receive such notice,
or such other personal data, as may appear on the records of the
Association. Prior notice shall be proper if given not more than
30 days nor less than 10 days prior to the event for which notice
is given.
ARTICLE VIII
Indemnification
Section 8.1. The association shall indemnify to the full
extent permitted by, and in the manner permissible under, the
Articles of Association and the laws of the United States of
America, as applicable and as amended from time to time, any
person made, or threatened to be made, a party to any action,
suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was a
director, advisory director, officer or employee of the
Association, or any predecessor of the Association, or served any
other enterprise as a director or officer at the request of the
Association or any predecessor of the Association.
Section 8.2. The board in its discretion may, on behalf of
the Association, indemnify any person, other than a director,
advisory director, officer or employee, made a party to any
action, suit or proceeding by reason of the fact that such person
is or was an agent of the Association or any predecessor of the
Association serving in such capacity at the request of the
Association or any predecessor of the Association.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in
accordance with and subject to appropriate provisions of law, and
may be amended, altered or repealed, at any regular or special
meeting of the board.
Section 9.2. A copy of the Bylaws, with all amendments,
shall at all times be kept in a convenient place at the main
office of the Association, and shall be open for inspection to
all shareholders during Association hours.
I, Catherine F. Donohue, hereby certify that: (i) I am a
duly constituted Assistant Secretary of FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION (the "Association") and (ii) the foregoing
bylaws are the bylaws of the Association, and all of them are now
lawfully in force and effect.
I have hereunto affixed my official signature and the seal
of the Association, in the City of New York, on the 6th day of
October, 1997.
By: /S/ Catherine F. Donohue
Name: Catherine F. Donohue
Title: Assistant Secretary
Exhibit 7
First Trust of New York, National Association
Statement of Financial Condition
As of 6/30/97
($000's)
6/30/97
Assets
Cash and Due From Depository Institutions $35,121
Federal Reserve Stock 3,490
Fixed Assets 802
Intangible Assets 77,269
Other Assets 5,921
Total Assets $122,603
Liabilities
Other Liabilities 7,037
Total Liabilities 703
Equity
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (6,367)
Total Equity Capital 115,565
Total Liabilities and Equity Capital $122,603
To the best of the undersigned's determination, as of this date
the above financial information is true and correct.
First Trust of New York, National Association
By: /S/ Catherine F. Donohue
Vice President
Date: October 6, 1997
