February 17, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
VIA EDGAR
Re: Amendment No. 1 to Schedule 13G of J.P. Morgan & Co. Incorporated, J.P.
Morgan Capital Corporation and J.P. Morgan Investment Corporation
Dear Sirs:
On behalf of J.P. Morgan & Co. Incorporated, J.P. Morgan Capital Corporation
and J.P. Morgan Investment Corporation (together, the Reporting Persons), I am
filing pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended (the Exchange Act), the Reporting Persons Amendment No. 1 to
Schedule 13G, (the Amendment) a copy of which has been manually signed and
is in my records. The Amendment filed herewith relates to the Reporting
Persons ownership of Shares of the Common Stock, par value $.001 per Share of
Consep, Inc., an Oregon corporation (the Company).
Separate copies of this letter, together with a copy of the Schedule 13G
filed herewith, are being sent to the Company and to the NASD by hand or
courier delivery.
Very truly yours,
/s/ Bee-Ann Benson
Legal Assistant
Attachment
cc: w/enclosures
Consep, Inc.
213 Southwest Columbia Street
Bend, Oregon 97702
Attention: President
National Association of Securities
Dealers, Inc.
9513 Key West Avenue
Rockville, MD 20850
Attention: Market Surveillance Dept.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NAME OF ISSUER: Consep, Inc.
TITLE OF CLASS OF SECURITIES:
COMMON STOCK
CUSIP NO: 208469106
FEE BEING PAID: None
(1) NAMES OF REPORTING PERSONS: J. P. MORGAN & CO. INCORPORATED
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2625764
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE POWER TO VOTE: 0 SHARES
(6) SHARED POWER TO VOTE: 679,693 SHARES
(7) SOLE POWER TO DISPOSE: 0 SHARES
(8) SHARED POWER TO DISPOSE: 679,693 SHARES
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
679,693 SHARES
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.2 %
(12) TYPE OF REPORTING PERSON: HC
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NAME OF ISSUER: Consep, Inc.
TITLE OF CLASS OF SECURITIES:
COMMON STOCK
CUSIP NO: 208469106
FEE BEING PAID: None
(1) NAMES OF REPORTING PERSONS: J. P. MORGAN CAPITAL CORPORATION
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-3610583
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE POWER TO VOTE: 0 SHARES
(6) SHARED POWER TO VOTE: 679,693 SHARES
(7) SOLE POWER TO DISPOSE: 0 SHARES
(8) SHARED POWER TO DISPOSE: 679,693 SHARES
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
679,693 SHARES
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.2 %
(12) TYPE OF REPORTING PERSON: CO
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NAME OF ISSUER: Consep, Inc.
TITLE OF CLASS OF SECURITIES:
COMMON STOCK
CUSIP NO: 208469106
FEE BEING PAID: None
(1) NAMES OF REPORTING PERSONS: J. P. MORGAN INVESTMENT CORPORATION
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 51-0304608
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE POWER TO VOTE: SHARES
(6) SHARED POWER TO VOTE: 679,693 SHARES
(7) SOLE POWER TO DISPOSE: SHARES
(8) SHARED POWER TO DISPOSE: 679,693 SHARES
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
679,693 SHARES
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.2 %
(12) TYPE OF REPORTING PERSON: CO
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO: 1 DATE: February 17, 1998
FEE BEING PAID: None
ITEM 1 (a) NAME OF ISSUER: Consep, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
213 Southwest Columbia Street
Bend, Oregon 97702
ITEM 2 (a) NAME OF PERSON FILING: J. P. MORGAN & CO. INCORPORATED, J.P.
MORGAN CAPITAL CORPORATION, J.P. MORGAN INVESTMENT CORPORATION
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
60 WALL STREET
NEW YORK, N. Y. 10260
ITEM 2 (c) CITIZENSHIP UNITED STATES
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
COMMON STOCK
ITEM 2 (e) CUSIP NO: 208469106
ITEM 3 TYPE OF PERSON: (g) PARENT HOLDING COMPANY
ITEM 4 (a) AMOUNT BENEFICIALLY OWNED: 679,693 SHARES,
ITEM 4 (b) PERCENT OF CLASS: 7.2 %
ITEM 4 (c) (i) SOLE POWER TO VOTE: 0 SHARES
(ii) SHARED POWER TO VOTE: 679,693 SHARES
(iii) SOLE POWER TO DISPOSE: 0 SHARES
( iv) SHARED POWER TO DISPOSE: 679,693 SHARES
<PAGE>
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES:
NOT APPLICABLE
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
NOT APPLICABLE
ITEM 9 NOTICE OF DISSOLUTION OF THE GROUP:
NOT APPLICABLE
ITEM 10 CERTIFICATION:
NOT APPLICABLE
AFTER REASONABLE INQUIRY AND TO THE BEST OF EACH OF THE UNDERSIGNED KNOWLEDGE
AND BELIEF, EACH OF THE UNDERSIGNED CERTIFY THAT THE INFORMATION SET FORTH IN
THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
J.P. MORGAN & CO. INCORPORATED
By: /s/ J. EDMUND COLLOTON
Name: J. Edmund Colloton
Title: Vice-President
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. EDMUND COLLOTON
Name J. Edmund Colloton
Title: Vice-President
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. EDMUND COLLOTON
Name: J. Edmund Colloton
TITLE: VICE-PRESIDENT
EXHIBIT 1
The shares of Consep, Inc. reported herein are directly held by J.P.
Morgan Investment Corporation, a directly held subsidiary of J.P. Morgan
Capital Corporation, which is a directly held subsidiary of J.P. Morgan & Co.
Incorporated.
The undersigned hereby consent and agree to the joint filing on behalf
of each of them of this Amendment No. 1 to Schedule 13G.
Date: February 17, 1998
J.P. Morgan Investment Corporation
By: /s/ J. EDMUND COLLOTON
Name: J. Edmund Colloton
Title: Vice-President
J.P. Morgan Capital Corporation
By: /s/ J. EDMUND COLLOTON
Name: J. Edmund Colloton
Title: Vice-President
J.P. Morgan & Co. Incorporated
By: /s/ J. EDMUND COLLOTON
Name: J. Edmund Colloton
Title: Vice-President
