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CUSIP No. 208469106 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Consep, Inc.
(Name of Issuer)
Common Stock, par value $.01 per Share
(Title of Class of Securities)
(CUSIP No. 208469106)
Travis F. Epes, J.P. Morgan & Co. Incorporated,
60 Wall Street, New York, New York 10260-0060
Telephone: (212) 648-3498
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 1998
(Date of Event which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
(Continued on the following page(s))
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1. NAME OF REPORTING PERSON J.P. Morgan & Co. Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-2625764
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
___________________0
14. TYPE OF REPORTING PERSON*:
HC
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1. NAME OF REPORTING PERSON J.P. Morgan Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3610583
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14. TYPE OF REPORTING PERSON*:
CO
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1. NAME OF REPORTING PERSON J.P. Morgan Investment Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 51-0304608
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER:
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER:
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER:
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14. TYPE OF REPORTING PERSON*:
CO
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Schedule 13D
Item 5. Interest in Securities of the Company.
The response to Item 5 is hereby amended by deleting the prior
responses thereof and inserting the following in its place:
On December 7, 1998, Consep, Inc. ("Consep") merged with Verdant
Brands, Inc. ("Verdant"). In connection with the merger, each
outstanding share of the Consep common stock was converted into the
right to receive 0.95 of one share of Verdant common stock. As a
result, the Reporting Persons no longer hold any interest in
securities of Consep and hold less than 5% of Verdant, the
successor in interest to Consep.
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
Dated: February 11, 1999
J.P. MORGAN & CO. INCORPORATED
By: /s/ Travis F. Epes
Title: Managing Director and
Assistant General Counsel
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Title: Vice President
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Title: Vice President
