AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 24, 1997
REGISTRATION NO. 333-40447
- ------------------------------------------------------------
- ------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
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
GENERAL COUNSEL AND 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)
---------------------
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.
- ---------------------
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/
<TABLE>
---------------------
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
maximum 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
- --------------------------------------------------------------------------------------------------
Debt Securities, Warrants
to Purchase Debt Securities,
Series Preferred Stock,
Preferred Stock and
Depositary Share Warrants
and Universal Warrants... $3,900,000,000 (1)(3)(5) 100%(2) $3,900,000,000 (2)(3) $1,181,818.18 (5)(6)
- ---------------------------------------------------------------------------------------------------------------------
Depositary Shares............ (4) None None None
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
[FN]
(1) Or, if any securities are issued at original issue
discount, such greater amount as shall result in an initial
aggregate offering price of $3,900,000,000 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 $3,900,000,000.
(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.
(5) Pursuant to Rule 429, these securities are being
registered in addition to total remaining securities of
$850,000,000 being carried forward from Registration
Statement No. 333-37315. A filing fee of $257,575.76 was
previously paid and applies to the shares carried forward.
(6) Previously paid on November 18, 1997.
</FN>
---------------------
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.
<PAGE>
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
Universal 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 Universal
Warrants (the "Universal Warrants"), for issuance and sale,
at an aggregate initial public offering price not to exceed
$4,750,000,000, 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 conversion or 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 Universal 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 Universal Warrants are hereinafter
collectively known as the "Offered Securities".
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.
November ___, 1997
<PAGE 2>
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, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information concerning J.P.
Morgan may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices located at
Northeast Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048 and Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also
be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission
maintains a website that contains reports, proxy and
information statements and other materials that are filed
through the Commission's Electronic Data Gathering, Analysis
and Retrieval (EDGAR) System. This website can be accessed
at http:/www.sec.gov. Information provided to or filed
with the Commission by J.P. Morgan pursuant to the Exchange
Act can be located by reference to the Commission file
number 1-5885. In addition, reports, proxy statements and
other information concerning J.P. Morgan may be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
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, June 30, 1997 and
September 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, September 11, 1997 and
October 13, 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.
<PAGE 3>
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.
<PAGE 4>
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.
<PAGE 5>
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.
<PAGE 6>
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
<CAPTION>
Consolidated Ratio of Earnings to Fixed Charges
Nine months
ended Year ended December 31,
September 30,
1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest
on Deposits ..... 1.31 1.35 1.35 1.40 1.70(a) 1.53(b)
Including Interest
on Deposits...... 1.23 1.26 1.24 1.28 1.46(a) 1.31(b)
_______________
</TABLE>
[FN]
(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.
</FN>
<PAGE 7>
<TABLE>
Consolidated Ratios
<CAPTION>
Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
Nine months
ended Year ended December 31,
September 30,
1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest
on Deposits.... 1.30 1.34 1.34 1.39 1.69(a) 1.52(b)
Including Interest
on Deposits.... 1.22 1.25 1.23 1.27 1.46(a) 1.31(b)
_______________
</TABLE>
[FN]
(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.
</FN>
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, the
Second Supplemental Indenture dated as of February 27, 1996
and the Third Supplemental Indenture dates as of January 30,
1997 (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.
<PAGE 8>
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) the currencies, currency units,
composite currencies, commodity prices, financial or non-
financial indices, securities, baskets of securities,
indices, baskets of indices, interest rates, interest rates
swap rate or factors, if any, to which the principal,
premium (if any) or interest of the J.P. Morgan Debt
Securities will be indexed; (10) the terms, if any, on which
the J.P. Morgan Debt Securities may be converted or
exchanged into securities of any entity unaffiliated with
J.P. Morgan, a basket of securities, an index or indices of
securities, a basket of indices, a combination of the above,
or the value thereof, or with payments linked to the value
thereof; (11) whether the J.P. Morgan Debt Securities will
be issued in fully registered form without coupons attached
or in bearer form with coupons; (12) 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; (13)
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; (14) whether
J.P. Morgan may redeem the J.P. Morgan Debt Securities in
the event of such developments; and (15) 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).
<PAGE 9>
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.
<PAGE 10>
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 principal
amount of 7.69% Subordinated Notes due 2011 of J.P. Morgan;
(xx) the U.S. $5,200,000 aggregate principal amount of
Floating Rate Subordinated 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 principal 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).
<PAGE 11>
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)
<PAGE 12>
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)
<PAGE 13>
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.
<PAGE 14>
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.
<PAGE 15>
Governing Law and Judgments
The Securities will be governed by and construed in
accordance with the laws of the State of New York. In the
event action based on Securities denominated in a Specified
Currency other than U.S. dollars were commenced in a court
in the United States, it is likely that such court would
grant judgment relating to the Securities only in U.S.
Dollars. If an action based on Securities denominated in a
Specified Currency other than U.S. dollars were commenced in
a New York court, however, such court should render or enter
a judgment or decree in the Specified Currency. Such
judgment should then be converted into U.S. dollars at the
rate of exchange prevailing on the date of entry of the
judgment or decree.
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.
<PAGE 16>
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.
<PAGE 17>
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.
<PAGE 18>
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.
<PAGE 19>
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.
<PAGE 20>
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.
<PAGE 21>
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.
<PAGE 22>
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;
<PAGE 23>
(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 Universal Warrants
The following description of the terms of the Universal
Warrants sets forth certain general terms and provisions of
the Universal Warrants to which any Prospectus Supplement
may relate. The particular terms of the Universal Warrants
offered by any Prospectus Supplement and the extent, if any,
to which such general provisions do not apply to the
Universal Warrants so offered will be described in the
Prospectus Supplement relating to such Universal Warrants.
Each issue of Universal Warrants will be issued under a
warrant agreement (each a "Universal Warrant Agreement") to
be entered into between J.P. Morgan and Morgan Guaranty, as
warrant agent (the "Universal Warrant Agent"), all as
described in the Prospectus Supplement relating to such
Universal Warrants. A copy of the form of Universal Warrant
Agreement including the form of Universal warrant
certificate (the "Universal Warrant Certificate")
representing the Universal Warrants, substantially in the
form in which it will be executed, will be filed as an
exhibit to the Registration Statement. Brief summaries of
the principal provisions of the Universal Warrants and the
Universal Warrant Agreement do not purport to be complete.
General
J.P. Morgan may issue Universal Warrants (i) to purchase or
sell securities of any entity unaffiliated with J.P. Morgan
or securities based on the performance of such entity, but
not including the performance of a particular subsidiary or
subsidiaries of such entity, a basket of securities, an
index or indices of securities, a basket of indices, or any
combination of the above, (ii) to purchase or sell
currencies or currency units or composite currencies, (iii)
to purchase or sell commodities or (iv) entitling the
holders thereof to receive an amount in cash determined by
references to increases or decreases in the yield or closing
price of one or more debt instruments, in the interest rate,
interest swap rate or other rate; or any combination of the
above.
<PAGE 24>
J.P. Morgan may satisfy its obligations, if any, with
respect to any Universal Warrants by delivering the
underlying securities, currencies or commodities (if
applicable) or the cash value of the Universal Warrant, as
set forth in the applicable prospectus supplement.
Prospective purchasers of Universal Warrants should be aware
of special United States Federal income tax considerations
applicable to instruments such as the Universal Warrants.
The Prospectus Supplement relating to each issue of
Universal Warrants will describe such tax considerations.
Reference is made to the Prospectus Supplement for the
following terms of and information relating to any Universal
Warrants: (i) whether such Universal Warrants are put
Warrants or call Warrants; (ii) the designated securities,
currencies or composite currencies, index or indices of
securities or the formula for determining the cash
settlement value of such; (iii) the price at which and the
currency or composite currency with which such Universal
Warrants may be exercised; (iv) whether such exercise price
may be paid in cash, by the exchange of any other Security
offered with such Universal Warrants or both and the method
of such exercise; (v) whether the exercise of such Universal
Warrants is to be settled in cash or by delivery of the
underlying securities, currencies or commodities or both;
(vi) the date on which the right to exercise the Universal
Warrants shall commence and the date (the "Universal Warrant
Expiration Date") on which such right shall expire or, if
the Universal Warrants are not continuously exercisable
throughout such period, the specific date or dates on which
they will be exercisable (each, a "Universal Warrant
Exercise Date," which term shall also mean, with respect to
Universal Warrants continuously exercisable for a period of
time, every date during such period); (vii) the national
securities exchange on which such Universal Warrants will be
listed, if any; (viii) whether such Universal Warrants will,
from the perspective of holders, be represented by
certificates or issued in book-entry form; (ix) the place or
places at which payment of the cash settlement value of such
Universal Warrants is to be made by J.P. Morgan, if
applicable; (x) the circumstances which will cause the
Universal Warrants to be deemed to be automatically
exercised, and any other terms of such Universal Warrants.
Book-Entry Procedure and Settlement
Except as may otherwise be provided in the applicable
Prospectus Supplement, the Universal Warrants will be issued
in the form of a single global Universal Warrant
Certificate, registered in the name of a depositary or its
nominee. Holders will not be entitled to receive definitive
certificates representing Universal Warrants. A holder's
ownership of a Universal 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 Universal Warrants held by an individual brokerage
firm for its clients will be maintained on the records of
the depositary in the name of such brokerage firm or its
agent. Transfer of ownership of any Universal Warrant will
be affected only through the selling holder's brokerage
firm.
Exercise of Universal Warrants
Unless otherwise specified in the applicable Prospectus
Supplement, each Universal Warrant will entitle the holder
to the cash settlement value of such Universal Warrant on
the applicable Universal Warrant Exercise Date, in each case
as such terms will be defined in the applicable Prospectus
Supplement.
Listing
Each issue of Universal Warrants may be listed on a national
securities exchange, subject only to official notice of
issuance and exchange approval as a condition of sale of any
such Universal Warrants. If such listing is sought, there
can be no assurance that such approval will be granted. In
the event that the Universal Warrants are delisted from, or
permanently suspended from trading on, such exchange, the
Universal Warrant Expiration Date for such Universal
Warrants will be the date such delisting or trading
suspension becomes effective and Universal Warrants not
previously exercised will be deemed automatically exercised
on such Universal Warrant Expiration Date. The applicable
Universal Warrant agreement will contain a covenant of J.P.
Morgan not to seek delisting of the Universal 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.
<PAGE 25>
Risk Factors Relating To Universal Warrants
Universal Warrants involve a high degree of risk, including
the risk of expiring worthless. Purchasers should be
prepared to sustain a loss of some or all of the purchase
price of their Universal Warrants. Prospective purchasers
of the Universal 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 Universal Warrants
in light of their particular financial circumstances, the
information set forth under "Description of Universal
Warrants" herein and the risk factors and information
regarding the Universal Warrants set forth in the Prospectus
Supplement relating to such Universal 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
September 30, 1997, there were 200,691,873 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.
<PAGE 26>
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.
<PAGE 27>
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
Fixed Cumulative Preferred Stock, Series H. 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.
<PAGE 28>
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.
<PAGE 29>
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.
<PAGE 30>
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 $1,181,818
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 . . . . . . . . . . . . . . . . . . . . . $1,458,318
=========
- --------------------------
* 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
<PAGE 31>
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
<PAGE 32>
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 the three-year policy
term. 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. In addition, the
Registrant has purchased
catastrophic loss insurance which provides, among other
things, excess
insurance coverage , over the $90,000,000 officer and
director policy. Subject
to certain exclusions from the coverage, the insurance
provides for payment of
loss, in the case of the officer and director excess
coverage, to an aggregate
limit of $400,000,000 for the three-year policy term.
<PAGE 33>
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).
<PAGE 34>
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 Report on Form 8-K filed
October 13, 1997
reporting results for the quarter ended
September 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.
++++ Previously filed.
<PAGE 35>
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.
<PAGE 36>
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 18th day of November 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, November 18, 1997
President and Director
(Principal Executive Officer)
Paul A. Allaire*
(Paul A. Allaire) Director November 18, 1997
Riley P. Bechtel*
(Riley P. Bechtel) Director November 18, 1997
Martin Feldstein*
(Martin Feldstein) Director November 18, 1997
Ellen V. Futter*
(Ellen V. Futter) Director November 18, 1997
Hanna H. Gray*
(Hanna H. Gray) Director November 18, 1997
James R. Houghton*
(James R. Houghton) Director November 18, 1997
James L. Ketelsen*
(James L. Ketelsen) Director November 18, 1997
John A. Krol*
(John A. Krol) Director November 18, 1997
Roberto G. Mendoza*
(Roberto G. Mendoza) Vice Chairman of the November 18, 1997
Board and Director
Michael E. Patterson*
(Michael E. Patterson) Vice Chairman of the November 18, 1997
Board and Director
Lee R. Raymond*
(Lee R. Raymond) Director November 18, 1997
Richard D. Simmons*
(Richard D. Simmons) Director November 18, 1997
Kurt F. Viermetz*
(Kurt F. Viermetz) Vice Chairman of the Board November 18, 1997
and Director
Dennis Weatherstone*
Dennis Weatherstone) Retired Chairman of the November 18, 1997
Board and Director
Douglas C. Yearley*
(Douglas C. Yearley) Director November 18, 1997
John A. Mayer, Jr.*
(John A. Mayer, Jr.) Chief Financial Officer November 18, 1997
(Principal Financial and
Accounting Officer)
David H. Sidwell* Managing Director and November 18, 1997
(David H. Sidwell) Controller
(Principal Accounting Officer)
*By: Gene A. Capello/s/
November 18, 1997
-------------------------------------
(Gene A. Capello, Attorney-in-Fact)
