Amendment No. 2
Pricing Supplement No. 94 Dated June 19, 1998
(To Prospectus Supplement dated April 3, 1998
and Prospectus dated March 18, 1998)
Pursuant to Rule 424(b)(3)
Registration Statement No. 333-47753
J.P. Morgan & Co. Incorporated
Medium-Term Notes, Series A
Subordinated Debt Securities
(Zero Coupon Notes)
Principal Amount: $100,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AW8
Trade Date: June 19, 1998
Settlement Date: June 30, 1998
Maturity Date: June 30, 2028
Price to Public (Issue Price): 12.693%
Underwriter's Commission: 0.520%
Interest Rate (per annum): 0%
Interest Payment Date(s): Accrued Original Issue Discount
will be paid upon maturity or upon the
redemption of the Notes, such redemption being at the option
of the Issuer.
Record Date(s): ( ) May 15 and November 15 of each year
( X ) Other: June 15 and December 16 of each year
Day Count Basis: ( X ) 30/360
( ) Actual
Form: ( X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
( ) The Notes may not be redeemed prior to stated maturity.
( X) The Notes may not be redeemed prior to June 30, 2008. Thereafter,
they may be redeemed at the option of the Issuer upon at least 20 calendar
days notice, in whole but not in part, on each June 30 and December 30
beginning June 30, 2008 at a redemption price equal to the principal
amount of the Notes multiplied by the Call Percentage relating to such
Optional Redemption dates set forth below:
Optional Call
Redemption Percentage
Date
June 30--2008 25.257%
December 30--2008 26.141%
June 30--2009 27.056%
December 30--2009 28.003%
June 30--2010 28.983%
December 30--2010 29.998%
June 30--2011 31.048%
December 30--2011 32.134%
June 30--2012 33.259%
December 30--2012 34.423%
June 30--2013 35.628%
December 30--2013 36.875%
June 30--2014 38.165%
December 30--2014 39.501%
June 30--2015 40.884%
December 30--2015 42.315%
June 30--2016 43.796%
December 30--2016 45.329%
June 30--2017 46.915%
December 30--2017 48.557%
June 30--2018 50.257%
December 30--2018 52.016%
June 30--2019 53.836%
December 30--2019 55.720%
June 30--2020 57.671%
December 30--2020 59.689%
June 30-2021 61.778%
December 30--2021 63.940%
June 30--2022 66.178%
December 30--2022 68.495%
June 30--2023 70.892%
December 30--2023 73.373%
June 30--2024 75.941%
December 30--2024 78.599%
June 30--2025 81.350%
December 30--2025 84.197%
June 30--2026 87.144%
December 30--2026 90.194%
June 30--2027 93.351%
December 30--2027 96.618%
Any repayment of the principal hereof may be made with the prior
written approval of the appropriate federal and state banking regulatory
agencies.
Sinking Fund: None
Right of Payment:
(X ) Subordinated ( ) Unsubordinated
The Notes are subordinate in right of payment to Senior Indebtedness and, in
certain circumstances relating to the bankruptcy or insolvency of the Company,
to Derivative Obligations of the Company. At March 31, 1998 the amount of
indebtedness constituting Senior Indebtedness was approximately $16.72
billion and the amount of Derivative Obligations was immaterial.
Original Issue Discount: $87,307,000
Yield to Maturity: 7.00% semi-annual
Interest Accrual Date: June 30, 1998
Initial Accrual Period OID: $444,255
Amortization Schedule: N/A
Denominations: $1,000 with $1,000 integral multiples thereafter.
Plan of Distribution:
The Company will sell the Notes to J.P. Morgan Securities Inc.
("JMPSI") at a price of 12.173% of the principal amount of the Notes.
JPMSI, acting as the Company's agent, will in turn sell the aggregate
principal amount of the Notes to Merrill Lynch, Pierce, Fenner & Smith
Incorporated at a price of 12.173% of the principal amount of the
Notes.
The Company has agreed to indemnify JPMSI and Merrill Lynch, Pierce,
Fenner & Smith Incorporated against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
Additional Terms:
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN
THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
