Pricing Supplement No. 104 Dated January 20, 1999
(To Prospectus Supplement dated May 26, 1998
and Prospectus dated May 21, 1998)
Pursuant to Rule 424(b)(3)
Registration Statement No. 333-51961
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
(1-212) 483-2323
Medium-Term Notes, Series A
Subordinated Debt Securities
(Fixed Rate Notes)
Principal Amount: $1,000,000,000
If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A
CUSIP: 61688A AX6
Trade Date: January 20, 1999
Settlement Date: January 25, 1999
Maturity Date: January 15, 2009
Price to Public (Issue Price): 99.175%
Net Proceeds to Issuer: 98.575% ($985,750,000)
Interest Rate (per annum): 6.0%
Interest Payment Date(s): Semi-annually, on July 15 and January 15 of
each year, commencing July 15, 1999 (subject to Business Day
convention described in the Prospectus Supplement).
Record Date(s): ( X ) The fifteenth day (whether or not a Business
Day) next preceding each Interest Payment Date.
( ) Other:
Day Count Basis: ( X ) 30/360
( ) Actual
Form: ( X) Book-Entry Note (DTC)
( ) Certificated Note
Redemption:
(X) The Notes may not be redeemed prior to stated maturity.
( ) The Notes may be redeemed prior to maturity.
Optional Redemption Date(s): N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A
Sinking Fund: None
Right of Payment:
(X ) Subordinated ( ) Unsubordinated
Original Issue Discount: N/A
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A
Amortization Schedule: N/A
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 December 31, 1998, the
amount of indebtedness constituting Senior Indebtedness
was approximately $19.64 billion and the amount of
Derivative Obligations were immaterial.
Denominations: $250,000 with $1,000 integral multiples thereafter.
Plan of Distribution:
The Company will sell the Notes to J.P. Morgan Securities Inc.
("JPMSI") at a price of 98.575% of the principal amount of the Notes.
JPMSI, acting as the Company's agent, will in turn sell $70,000,000
aggregate principal amount of the Notes to Bear Stearns & Co. Inc.,
$70,000,000 aggregate principal amount of the Notes to Credit Suisse
First Boston Corporation, $70,000,000 aggregate principal amount of the
Notes to Merrill Lynch, Pierce, Fenner & Smith Incorporated,
$70,000,000 aggregate principal amount of the Notes to PaineWebber
Incorporated, and $30,000,000 aggregate principal amount of the Notes
to First Chicago Capital Markets at a price of 98.575% of the
principal amount of the Notes.
The Company has agreed to indemnify JPMSI, Bear Stearns & Co.
Inc., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, PaineWebber Incorporated, and First
Chicago Capital Markets against certain 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.
