Pricing Supplement No. 37 Dated April 10, 1997
(To Prospectus Supplement dated February 20, 1996
and Prospectus dated January 31, 1996)
Pursuant to Rule 424(b)(3)
Registration Statement No. 33-64193
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
Subordinated Debt Securities
(Zero Coupon Notes)
Principal Amount: $350,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AG3
Trade Date: April 10, 1997
Settlement Date: April 24, 1997
Maturity Date: April 24, 2027
Price to Public (Issue Price): 8.845%
Net Proceeds to Issuer: $30,082,500
Interest Rate (per annum): 0%
Interest Payment Date(s): Accrued Original Issue Discount will be paid
upon maturity or upon redemption of the Notes at the option of the
Issuer.
Record Date(s): ( ) March 1 and September 1 of each year
(X) Other: April 9 of each year.
Day Count Basis: (X) 30/360
( ) Actual
Form: ( X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
( ) The Notes may not be redeemed prior to stated maturity.
( X) The Notes may not be redeemed prior to April 24, 2007.
Thereafter, they may be redeemed at the option of the Issuer upon at
least 20 calendar days notice, in whole but not in part, on each April
24 beginning April 24, 2007 at a redemption price equal to the
principal amount of the Notes multiplied by the call Percentage
relating to such Optional Redemption date as set forth below:
Optional Call Percentage
Redemption
Date
April-24-2007 19.852 %
April-24-2008 21.523 %
April-24-2009 23.336 %
April-24-2010 25.300 %
April-24-2011 27.431 %
April-24-2012 29.741 %
April-24-2013 32.245 %
April-24-2014 34.960 %
April-24-2015 37.903 %
April-24-2016 41.095 %
April-24-2017 44.555 %
April-24-2018 48.307 %
April-24-2019 52.374 %
April-24-2020 56.784 %
April-24-2021 61.566 %
April-24-2022 66.750 %
April-24-2023 72.370 %
April-24-2024 78.464 %
April-24-2025 85.070 %
April-24-2026 92.233 %
Sinking Fund: None
Right of Payment:
(X ) Subordinated ( ) Unsubordinated
The Notes are subordinate in right of payment to Senior Indebtedness and, in
certain circumstances relating to the bankruptcy or insolvency of the Company,
to Derivative Obligations of the Company. At March 31, 1997 the amount of
indebtedness constituting Senior Indebtedness was approximately $7.5
billion and the amount of Derivative Obligations was immaterial.
Original Issue Discount: $319,042,500
Yield to Maturity: 8.420% annual
Interest Accrual Date: April 24, 1997
Initial Accrual Period OID: $1,788,432
Amortization Schedule: N/A
Denominations: $1,000 with $1,000 integral multiples thereafter.
Plan of Distribution:
The Company, will sell the Notes to J.P. Morgan Securities Inc.
("JPMSI") at a price of 8.595% of the principal amount of the Notes.
JPMSI, acting as the Company's agent, will in turn sell $250,000,000
aggregate principal amount of the Notes to PaineWebber Incorporated at
a price of 8.595% of the principal amount of the Notes.
The Company has agreed to indemnify the JPMSI and PaineWebber
Incorporated against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
Additional Terms:
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN
THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
