AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST
16, 1999
REGISTRATION NO. 333-_____
- -----------------------------------------------------------------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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 the only securities being registered on this Form are
being 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/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, 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 Amount of
securities to be registered registered per unit offering price registration fee
--------------------------------------------------------------------------------------------------------------
Debt Securities, Warrants
to Purchase Debt Securities,
Series Preferred Stock, Depositary
Shares, Series Preferred Stock
and Depositary Share
Warrants and Universal
Warrants...... $6,000,000,000 (1)(3)(5) 100% (2) $6,000,000,000 (2)(3) $1,668,000(5)
- ---------------------------------------------------------------------------------------------------------------
Depositary Shares......... (4) None None None
- ---------------------------------------------------------------------------------------------------------------
<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 $6,000,000,000 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 at indeterminate
prices, but with an aggregate initial offering price not to
exceed $6,000,000,000.
(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 under the Securities Act of 1933, as
amended, these securities are being registered in addition to
total remaining securities of (1) $4,239,659,950 being carried
forward from Registration Statement No. 333-51961 (a filing fee
of $1,250,699.68 was previously paid and applies to the
securities carried forward); (2) $7,031,173 being carried forward
from Registration Statement No. 333-47753 (a filing fee of
$2,074.20 was previously paid and applies to the securities
carried forward); (3) $252,000,000 being carried forward from
Registration Statement No. 333-40447 (a filing fee of $76,363.64
was previously paid and applies to the securities carried
forward); and (4) $2,800,000 being carried forward from
Registration Statement No. 333-64193 (a filing fee
of $560.00 was previously paid and applies to the securities
carried forward). This registration statement constitutes a post-
effective amendment to each such prior Registration Statement.
</FN>
</TABLE>
---------------------
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.
Prospectus
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
(1-212) 483-2323
Debt Securities
Series Preferred Stock
Depositary Shares
Warrants to Purchase Securities
Universal Warrants
We will provide specific terms of these securities in supplements
to this prospectus. You should read this prospectus and any
supplement carefully before you invest.
These securities are not deposits or other obligations of a bank
and are not insured by the Federal Deposit Insurance Corporation
or any other federal agency.
These securities have not been approved by the SEC or any state
securities commission nor have these organizations determined
that this prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.
This prospectus is dated _________, 1999.
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement that we
filed with the Securities and Exchange Commission (the
"Commission") utilizing a "shelf" registration process. Under
this shelf process, we may, from time to time over approximately
the next two years, sell any combination of the securities
described in the prospectus in one or more offerings up to a
total dollar amount of $10,501,491,123 or the equivalent of this
amount in foreign currencies or foreign currency units.
This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific
information about the terms of the offering. The prospectus
supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information
described under the heading "Where You Can Find More Information
About J.P. Morgan & Co. Incorporated" beginning on page 3 of this
prospectus.
You should rely only on the information provided in this
prospectus and in any prospectus supplement including the
information incorporated by reference. We have not authorized
anyone to provide you with different information. We are not
offering the securities in any state where the offer is not
permitted. You should not assume that the information in the
prospectus, any supplement to this prospectus, or any
incorporated document is accurate at any date other than the date
indicated on the cover page of that document.
Where You Can Find More Information
About J.P. Morgan & Co. Incorporated
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy these
documents at the SEC's public reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices 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 this
material can also be obtained from the Public Reference Room of
the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-
0330 for further information about the Public Reference Room.
The SEC also maintains an Internet website that contains reports,
proxy and information statements and other materials that are
filed through the SEC's Electronic Data Gathering, Analysis and
Retrieval (EDGAR) System. This website can be accessed at
http:/www.sec.gov. You can find information we have filed with
the SEC by reference to file number 1-5885. In addition, you may
inspect our reports, proxy statements and other information at
the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with the SEC. This means that
we can disclose important information to you by directing you to
those documents. The information incorporated by reference is
considered to be a part of this prospectus, and later information
filed with the SEC after the date of this prospectus will update
and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed:
(a) our Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999; and
(c) our Reports on Form 8-K dated January 19, 1999, April
14, 1999 and July 19, 1999.
You may request, at no cost to you, a copy of these documents
(other than exhibits to such documents) by writing or telephoning
us at: Office of the Secretary, J.P. Morgan & Co. Incorporated,
60 Wall Street, New York, New York 10260-0060 (Telephone: (212)
648-3380).
J.P. Morgan & Co. Incorporated
J.P. Morgan & Co. Incorporated ("J.P. Morgan", "Morgan", "the Company",
"we", or "us"), 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 services to corporations,
governments, financial institutions, institutional investors,
professional firms, privately held companies, nonprofit organizations,
and financially sophisticated individuals. Our activities are summarized
in eight segments and grouped into three sectors as follows:
Global Finance Sector
Our Global Finance sector comprises the highly integrated advisory,
capital raising, and market making activities we undertake for
clients worldwide. This sector comprises the following segments:
Investment Banking, Equities, Interest Rate and Foreign Exchange
Markets, Credit Markets, and Credit Portfolio.
The Investment Banking segment includes corporate and institutional
client relationship management, which is conducted through our
global network of client bankers. Bankers coordinate marketing and
origination activities for our full range of products. This segment
includes revenues from advisory services; in partnership with
clients, our advisory professionals analyze and implement strategic
alternatives including mergers, acquisitions, privatizations, and
changes in clients' capital structure.
Our Equities activities comprise underwriting, market making,
research, equity derivatives, and American depositary receipt (ADR)
services. We help clients execute their strategies by raising
equity capital in the public and private markets and structure
derivative transactions to provide hedges or enhanced returns. As a
market maker, we act as both principal and agent to facilitate
clients' transactions in exchange-listed and over-the-counter
securities. Equity research supports both underwriting and market
making.
The Interest Rate Markets/Foreign Exchange segment encompasses
market making and risk management activities across interest rate
markets, as well as foreign exchange spot, short-term interest rate
instruments, and currency derivatives sales and trading. Within
interest rate markets, J.P. Morgan acts as a dealer and market maker
in all the G-10 government bond markets, in the U.S. government
agency and municipal bond markets, as well as in the local currency
government bond markets of various Eastern European and Asian
countries. Also within this segment J.P. Morgan makes markets in
swaps and other interest rate derivatives and provides futures and
options brokerage to help clients manage their long-term exposure to
interest rates and currencies.
Credit Markets provides underwriting, market making, and research
related to investment-grade, high-yield, and hard-currency emerging
market debt securities. We also act as a dealer and market maker in
the currencies and local currency government securities in Latin
American countries. In addition, this segment includes global loan
syndications, structured finance, and credit derivatives activities.
Credit Portfolio includes results from managing our principal
extensions of credit, including loans, commitments to lend, standby
letters of credit, and guarantees. In addition, this segment is
responsible for managing our credit risk arising from both
traditional credit activities and derivatives trading activities.
As part of this responsibility, Credit Portfolio is compensated by
other business segments, and its revenues are reduced by an estimate
of our portfolio's potential credit loss and any costs associated
with hedging our credit risk.
Asset Management and Servicing Sector
J.P. Morgan's Asset Management and Servicing sector provides: global
asset management for pension plans, governments, endowments, and
foundations; integrated financial services for high-net-worth
individuals; with American Century, fully bundled services for
defined contribution pension plans; and mutual fund distribution to
intermediaries. This sector also operates, under contract, the
Euroclear System, the world's largest clearance and settlement
system for internationally traded securities. We provide credit and
deposit services to Euroclear participants.
The Asset Management and Servicing sector provides portfolio
management across asset classes and markets to institutional and
individual investors in both discretionary account and mutual fund
form. Portfolio management is supported by dedicated global
research capabilities.
J.P. Morgan also offers high-net-worth clients an advice-based,
integrated array of financial services that include tax-advantaged
asset structures; a wide range of investment options, including
managed portfolios and brokerage; and credit and liquidity services.
These capabilities form the foundation for selective expansion into
the growing market for personal financial services.
In January 1998 we completed the purchase of a 45% economic interest
in American Century Companies, the fifth-largest U.S. no-load direct
distribution mutual fund company. With this investment J.P. Morgan
has gained scale and expertise in the technology and operations for
distributing and servicing mutual funds, as well as complementary
investment capabilities that broaden its product offerings
significantly. With American Century, we are jointly pursuing the
growing retirement market, distribution of mutual funds to third
parties such as financial advisors, and other opportunities in
integrated personal financial services.
Building on the firm's leadership in pension asset management, J.P.
Morgan continues to expand its global channels for gathering assets.
In Japan we entered into a joint venture with Dai-Ichi Kangyo Bank
to offer investment trusts (mutual funds) to Japanese clients. In
France we entered into an agreement with Banques Populaires to offer
international mutual funds through its branch network. We also
broadened its product offerings with a full range of real estate
investment and private equity capabilities.
Proprietary Investments Sector
Our Proprietary Investments sector complements the firm's client-
focused activities. It represents a diversified set of risk-taking
activities ranging from short-term trading risk to multiyear equity
investment risk. Within Proprietary Investments are the Equity
Investments and Proprietary Investing and Trading segments.
Equity Investments invests our capital in private equity investments
worldwide, seeking significant capital appreciation. Professionals
in the group actively leverage our global network and client
relationships. This interaction generates unique investment
opportunities. We invest in private equity and equity-related
securities in leveraged and unleveraged acquisitions,
privatizations, recapitalizations, rapidly growing companies,
expansion financings, turnaround situations, and other special
equity situations. On average, we hold investments three to five
years and typically exit through a public offering of securities or
a sale of the company.
J.P. Morgan's Proprietary Investing and Trading segment takes market
and credit risk positions for our own account. In addition to the
activities of our dedicated proprietary positioning group, this
segment also includes the following separately managed investments:
a credit investment securities portfolio, and our investment in Long-
Term Capital Management, L.P. Experienced market professionals
across several segments manage these investments, employing many
currencies and types of instruments, including fixed income
securities, foreign exchange, equity securities, commodity products,
and related derivatives. Positions may be held for various lengths
of time, depending on the strategy and actual market performance.
Longer-term investments are made in government, mortgage-backed, and
corporate debt securities. This segment also manages our liquidity
and capital profile to ensure that we have access to funding at a
reasonable cost, under all market conditions, to support all our
business activities.
Regulation
J.P. Morgan is subject to regulation under the Bank Holding Company Act
of 1956 (the "Bank Act"). Under the Bank Act, we are required to file
reports with the Board of Governors of the Federal Reserve System (the
"Board"). We are also subject to examination by the Board. The Bank Act
prevents us and our subsidiaries from engaging in activities not related
to banking, and limits the amount of securities we can acquire of a
company engaging in nonbanking activities. An exception may be made if
the Board determines that the company's activities are closely related to
banking. Federal law and Board interpretations limit the extent to which
we can engage in certain aspects of the securities business. The Glass-
Steagall Act prohibits bank affiliates 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). This prohibition restricts JPMSI's gross revenues
from these activities to a maximum of 25% of total gross revenues.
Our largest subsidiary, Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), 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. It is examined
and regulated 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. It is also restricted on some other types of
transactions with us, or involving our securities.
Among other wholly owned subsidiaries
JPMSI is a broker-dealer registered with and subject to regulation by 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 advisor 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.
As used in this Prospectus, unless the context otherwise requires, the
terms "J.P. Morgan", "Morgan", "the Company", "we", or "us" refer to J.P.
Morgan & Co. Incorporated and its consolidated and unconsolidated
subsidiaries.
Consolidated Ratios
Consolidated Ratio of Earnings to Fixed Charges
Six Months
Ended Year ended December 31,
June 30, 1999 1998 1997 1996 1995 1994
Excluding Interest
on Deposits ..... 1.47 1.16(a) 1.27 1.35 1.35 1.40
Including Interest
on Deposits.... 1.35 1.12(a) 1.20 1.26 1.24 1.28
_______________
(a) For twelve months ended December 31, 1998, the ratio of
earnings to fixed charges, excluding the fourth quarter 1998 tax
charge of $86 million ($143 million before tax) related to cost
reduction programs; excluding the third quarter 1998 after tax
gain of $34 million ($56 million before tax) related to the sale
of the firm's investment management business in Australia;
excluding the second quarter 1998 after tax gain of $79 million
($131 million before tax) related to the sale of the firm's
global trust and agency service business; and excluding the first
quarter 1998 after tax charge of $129 million ($215 million
before tax) related to restructuring of business activities, was
1.17 excluding interest on deposits and 1.13 including interest
on deposits.
Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
Six Months
Ended Year ended December 31,
June 30, 1999 1998 1997 1996 1995 1994
Excluding Interest
on Deposits ..... 1.47 1.16(a) 1.26 1.34 1.34 1.39
Including Interest
on Deposits.... 1.35 1.12(a) 1.20 1.25 1.23 1.27
_______________
(a) For twelve months ended December 31, 1998, the ratio of
earnings to combined fixed charges and preferred stock
dividends, excluding the fourth quarter 1998 tax charge of $86
million ($143 million before tax) related to cost reduction
programs; excluding the third quarter 1998 after tax gain of $34
million ($56 million before tax) related to the sale of the
firm's investment management business in Australia; excluding
the second quarter 1998 after tax gain of $79 million ($131
million before tax) related to the sale of the firm's global
trust and agency service business; and excluding the first
quarter 1998 after tax charge of $129 million ($215 million
before tax) related to restructuring of business activities, was
1.17 excluding interest on deposits and 1.13 including interest
on deposits.
Use of Proceeds
Unless otherwise indicated in the applicable prospectus supplement,
the net proceeds we receive from the sale of the securities offered
by this prospectus and the accompanying prospectus supplement will be
used for general corporate purposes. General corporate purposes may
include repayment of debt, investments in or extensions of credit to
our subsidiaries, or redemption or repurchases of our stock. We may
temporarily invest the net proceeds or use them to repay short-term
debt until they are used for their stated purpose.
Description of J.P. Morgan Debt Securities
General
The following description of the terms of the Debt Securities
contains certain general terms that may apply to the Debt Securities.
The specific terms of any Debt Securities will be described in the
prospectus supplement relating to those Debt Securities.
The Debt Securities will be either our senior debt securities (the
"Senior Securities") or our subordinated debt securities (the
"Subordinated Securities"). The Senior Securities will be issued
under an Indenture dated as of August 15, 1982 and related
supplemental indentures, 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 dated as
of January 30, 1997 (together these indentures are referred to as the
"Senior Indenture"), between J.P. Morgan and U.S. Bank Trust National
Association ("U.S. Bank Trust"), successor to Chemical Bank, as
Trustee. The Subordinated Securities will be issued under an
Indenture dated as of March 1, 1993, and any related supplemental
indentures (together these indentures are referred to as the
"Subordinated Indenture"), between J.P. Morgan and U.S. Bank Trust,
successor to Citibank, N.A., as Trustee. The Senior Indenture and the
Subordinated Indenture are sometimes together referred to as the
"Indentures".
The following summary of certain provisions of the Indentures is not
complete. You should refer to the Indentures, copies of which are
filed as exhibits to the Registration Statement of which this
prospectus is a part. Section references below are to the sections
or articles of the applicable Indenture. Capitalized terms have the
meanings assigned to them in the applicable Indenture. Wherever we
refer to particular provisions of the Indentures, such provisions are
included within this prospectus and are part of the statements made
and such statements are wholly qualified by such reference.
Neither Indenture limits the amount of Debt Securities that we may
issue. Each Indenture provides that Debt Securities may be issued up
to the principal amount authorized by us from time to time. The
Senior Securities will have the same rank in liquidation as all of
our other unsecured unsubordinated debt. Payments of principal and
interest on Subordinated Securities may only be made when we are
current on all payment obligations on our Senior Indebtedness. In
addition, under certain circumstances relating to our insolvency or a
similar event, the Subordinated Securities will be entitled to
payment only after the payment of claims relating to Derivative
Obligations.
We are a holding company and conduct substantially all of our
operations through subsidiaries. As a result, claims of holders of
the Debt Securities will generally have a junior position to claims
of creditors of our subsidiaries, except to the extent that we may be
recognized as a creditor of those subsidiaries. In addition, our
right to participate as a shareholder in any distribution of assets
of any subsidiary (and thus the ability of holders of the Debt
Securities to benefit as creditors of the Company from such
distribution) is junior to creditors of that subsidiary. Claims of
creditors of our subsidiaries include:
- - substantial amounts for long-term debt;
- - deposit liabilities;
- - federal funds purchased;
- - securities sold under repurchase agreements; and
- - short-term borrowings.
Other restrictions may exist which could prohibit our
subsidiaries from paying dividends or supplying funds to us.
The Debt Securities may be issued in one or more separate series of
Senior and/or Subordinated Securities. The prospectus supplement
relating to the particular series of Debt Securities being offered
will specify the particular amounts, prices, and terms of those Debt
Securities. These terms may include:
- - the title and type of Debt Securities;
- - any limit on the aggregate principal amount and authorized
denominations of the Debt Securities;
- - the purchase price of the Debt Securities (expressed as a
percentage of the principal amount thereof);
- - the date or dates on which the principal of the Debt
Securities will be payable;
- - the interest rate or rates (including any interest rates
applicable to overdue payments) on the Debt Securities, or the
method for determining those rates;
- - if other than U.S. dollars, the currency or currencies
(including composite currencies or currency units) in which the
Debt Securities may be purchased and in which payments on the
Debt Securities will be made (which currencies may be different
for principal, premium and interest payments);
- - the dates on which any interest will be payable;
- - the terms of any mandatory or optional redemption
(including any sinking fund);
- - any currencies, currency units, composite currencies,
commodity prices, financial or non-financial indices,
securities, baskets of securities, indices, baskets of indices,
interest rates, swap rates, baskets of swap rates or factors,
to which the principal, any premium, or interest of the Debt
Securities will be indexed;
- - any conversion or exchange provisions applicable to the
Debt Securities;
- - whether the Debt Securities will be issued in registered
form without coupons, or in bearer form with coupons; and
- - any other specific terms of the Debt Securities.
Payments on Debt Securities will generally be made at the office
of U.S. Bank Trust; interest on Debt Securities in registered
form may be made at our option by check mailed to the registered
holders.
Some of the Debt Securities may be issued as original issue discount
Debt Securities (the "Original Issue Discount Securities"). Original
Issue Discount Securities bear no interest or bear interest at below-
market rates and will be sold at a discount below their stated
principal amount. The prospectus supplement relating to an issue of
Original Issue Discount Securities will contain information relating
to Federal income tax, accounting, and other special considerations
applicable to Original Issue Discount Securities.
The applicable Indenture, the Debt Securities, and the prospectus
supplement tell you how and where you may exchange a Debt Security
you own for Debt Securities of the same series but in smaller allowed
denominations, exchange several Debt Securities of a single series
you own into a single Debt Security with a larger denomination, or
transfer a Debt Security you own to a new owner. Debt Securities in
bearer form will normally be transferred by delivery. Although we do
not charge a fee for transfers or exchanges of Debt Securities, we
may require you to pay any tax or government-imposed charge on a
transfer or exchange of Debt Securities. (Sections 2.8 of the
Indentures.)
We will generally have no obligation to repurchase, redeem, or change
the terms of Debt Securities upon any event (including a change in
control) that might have an adverse effect on our credit quality.
Subordinated Debt Securities
Subordination. The Subordinated Securities will be direct, unsecured
general obligations of the Company. The Subordinated Securities will
be subordinate in right of payment to all Senior Indebtedness and, in
certain circumstances relating to our bankruptcy or insolvency,
Derivative Obligations.
The Subordinated Securities will be subordinate in right of payment
to all Senior Indebtedness. Under the Subordinated Indenture, we are
not permitted to pay amounts due on Subordinated Securities and
holders of Subordinated Securities are not entitled to demand or
receive any such payment, if:
- - we have not paid or duly provided for all amounts of principal,
any premium, and interest then due to the holders of all Senior
Indebtedness; or
- - an event has occurred which permits, or after the giving
notice or the lapse of time will permit, the holders of Senior
Indebtedness to accelerate the maturity of the Senior
Indebtedness.
(Section 10.2 of the Subordinated Indenture.)
Upon our dissolution, winding up, liquidation or reorganization:
- - the holders of Senior Indebtedness will be paid the full
amounts of principal, any premium, and any interest before any
payment or distribution is made on the Subordinated Securities;
and
- - if, after such payments on the Senior Indebtedness have
been made, there are amounts available for payment on the
Subordinated Securities ("Excess Proceeds") and creditors in
respect of Derivative Obligations have not received their full
payments, then the Excess Proceeds will first be used to pay in
full of all such Derivative Obligations before any payment will
be made on the Subordinated Securities. (Sections 10.3 and
10.12 of the Subordinated Indenture.)
As a result, in the event of our dissolution, winding up,
liquidation, or reorganization, holders of Senior Indebtedness
and Derivative Obligations may receive more, ratably, and
holders of the Subordinated Securities may receive less,
ratably, than the other creditors of the Company. No series of
our Subordinated Securities will be subordinated to any other
series of our Subordinated Securities. However, because Excess
Proceeds will first be used to pay Derivative Obligations before
any payment will be made on the Subordinated Securities, upon
our dissolution, winding up, liquidation, or reorganization, the
holders of the Subordinated Securities may receive less,
ratably, than holders of our Subordinated Indebtedness issued
prior to March 1, 1993. Such subordination will not prevent the
occurrence of any Event of Default in respect of the
Subordinated Securities. The Subordinated Indenture does not
limit the amount of Senior Indebtedness we may incur.
Senior Indebtedness means the principal of, any premium and interest
on all indebtedness for money borrowed by us, whether outstanding on
the date the Subordinated Indenture became effective or created,
assumed or incurred after that date (including all indebtedness for
money borrowed by another person that we guarantee). However, Senior
Indebtedness does not include:
- - Subordinated Securities issued under the Subordinated
Indenture;
- - Subordinated Indebtedness that was issued prior to March
1, 1993; and
- - other debt of ours which is expressly stated to rank equal
or junior to the Subordinated Securities in right of payment.
(Section 1.1 of the Subordinated Indenture.)
Derivative Obligations means all indebtedness of the Company for
claims in respect of derivative products, such as interest and
foreign exchange rate contracts, commodity contracts, and similar
arrangements. Derivative obligations exclude Senior Indebtedness and
obligations that are expressly stated not to have the same rank as or
to be junior to the Subordinated Securities. (Section 1.1 of the
Subordinated Indenture.)
Limited Right of Acceleration. There will be no right of
acceleration of the payment of principal of the Subordinated
Securities upon a default in the payment of principal or interest or
in the performance of any covenant or agreement in the Subordinated
Securities or the Subordinated Indenture. In the event of a default
in the payment of principal, any premium or interest, or in the
performance of any covenant or agreement in the Subordinated
Securities or the Subordinated Indenture, the Trustee may, subject to
certain limitations and conditions, seek to enforce that payment or
the performance of that covenant or agreement. (Sections 5.2 and 5.4
of the Subordinated Indenture.)
If a default due to certain events of bankruptcy or reorganization
occurs and is continuing, either the Subordinated Trustee or the
holders of at least 25% in principal amount of all Subordinated
Securities then outstanding, voting as one class may declare the
principal of all outstanding Subordinated Securities and any interest
accrued thereon to be due and payable immediately. In the case of
original issue discount Subordinated Securities, a specified portion
of the principal amount may be accelerated. Subject to certain
conditions the declaration may be annulled and past defaults, except
for uncured payment defaults on the Subordinated Securities, may be
waived by the holders of a majority in principal amount of the
outstanding Subordinated Securities of all series. (Sections 5.1 and
5.10 of the Subordinated Indenture.)
Senior Debt Securities
Seniority. The Senior Securities will be our direct, unsecured
general obligations. The Senior Securities will have the same rank
in liquidation as all of our other unsecured and unsubordinated debt.
Right of Acceleration. If a default in the payment of principal, any
premium or interest, or any sinking fund installment, with respect to
one or more series of Senior Securities occurs and is continuing,
either the Senior Trustee or the holders of at least 25% in principal
amount of the Senior Securities of such series then outstanding, each
series voting as a separate class, may declare the principal of all
outstanding Senior Securities of such series and any interest accrued
thereon, to be due and payable immediately. In the case of original
issue discount Senior Securities, only a specified portion of the
principal amount may be accelerated. If a default in the performance
of any covenant or agreement with respect to one or more series of
Senior Securities occurs and is continuing, either the Senior Trustee
or the holders of at least 25% in principal amount of the Senior
Securities of such series then outstanding, all affected series
voting as a single class, may declare the principal of all
outstanding Senior Securities of such series and any interest accrued
thereon, to be due and payable immediately. In the case of original
issue discount Senior Securities, only a specified portion of the
principal amount may be accelerated. If a default due to certain
events of bankruptcy or reorganization occurs and is continuing,
either the Senior Trustee or the holders of at least 25% in principal
amount of all Senior Securities then outstanding, voting as one
class, may declare the principal of all outstanding Senior Securities
of such series and any interest accrued thereon to be due and payable
immediately. In the case of original issue discount Senior
Securities, only a specified portion of the principal amount may be
accelerated. Subject to certain conditions such declarations may be
annulled and past defaults, except for uncured payment defaults on
the Senior Securities, may be waived by the holders of a majority in
principal amount of the outstanding Senior Securities of the series
affected. (Sections 5.1 and 5.10 of the Senior Indenture.)
Events of Default, Waiver, Debt Securities in Foreign Currencies
An Event of Default with respect to a series of Debt Securities is
defined in the Indentures as:
- - default for 30 days in the payment of interest on any Debt
Securities of that series;
- - default in payment of principal of or any premium on any
Debt Securities of that series when due, at maturity, upon
redemption, by declaration, or otherwise;
- - default in the payment of any sinking fund installment on
the Debt Securities of that series;
- - failure by the Company for 90 days after notice to perform
any other covenants or warranties contained in the Indenture
applicable to that series; and
- - certain events of bankruptcy or reorganization of the
Company.
(Sections 5.1 of the Indentures.)
An Event of Default with respect to one series of Debt
Securities does not necessarily constitute an Event of Default
with respect to any other series of Debt Securities. Each
Indenture provides that the Trustee may withhold notice to the
holders of the Debt Securities of any default if the Trustee
considers it in the interest of the holders of Debt Securities
to do so. The Trustee may not withhold notice of a default in
the payment of principal of or interest or any premium, on such
Debt Securities or in the making of any sinking fund payment
with respect to Debt Securities. (Sections 5.11 of the
Indentures.)
The Indentures provide that the holders of a majority in principal
amount of outstanding Debt Securities of any series may direct the
time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or other power
conferred on the Trustee. The Trustee may decline to act if the
direction is contrary to law and in certain other circumstances set
forth in the Indentures. (Sections 5.9 of the Indentures.) The
Trustee is not obligated to exercise any of its rights or powers
under the Indentures at the request or direction of the holders of
Debt Securities unless the holders offer the Trustee reasonable
indemnity against expenses and liabilities. (Sections 6.2(d) of the
Indentures.)
The Indentures require us to file annually with the Trustee a written
statement of no default, or specifying any default that exists.
(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 Debt Security denominated in a currency
or currency unit other than U.S. dollars may be treated as the amount
of U.S. dollars that could reasonably be exchanged for such non-U.S.
dollar amount. This amount will be calculated as of a date that we
specify to the Trustee or, if we fail to specify a date, on a date
that the Trustee may determine. (Section 12.11 of the Subordinated
Indenture and Section 11.11 of the Senior Indenture.)
Modification of the Indentures; Waiver of Compliance
Each of the Indentures contains provisions permitting us and the
Trustee to modify that Indenture or the rights of the holders of Debt
Securities with the consent of the holders of not less than a
majority in principal amount of each outstanding series of Debt
Securities affected by the modification. Each holder of an affected
Debt Security must consent to a modification that would:
- - change the stated maturity date of the principal of, or of
any installment of principal of or interest on any Debt
Security;
- - reduce the principal amount of or any premium, or
interest, on any Debt Security;
- - change the currency or currency unit of payment of any
Debt Security;
- - change the method in which amounts of payments of
principal or interest are determined on any Debt Security;
- - reduce the portion of the principal amount of an original
issue discount Debt Security payable upon acceleration of the
maturity thereof;
- - reduce any amount payable upon redemption of any Debt
Security;
- - impair the right of a holder to institute suit for the
payment of or, if the Debt Securities provide, any right of
repayment at the option of the holder of a Debt Security; or
- - reduce the percentage of Debt Securities of any series,
the consent of the holders of which is required for any
modification.
(Sections 8.2 and 8.6 of the Indentures.)
The Indentures also permit us and the Trustee to amend such Indenture
in certain circumstances without the consent of the holders of Debt
Securities to evidence our merger, the replacement of the Trustee, to
effect changes which do not affect any outstanding series of Debt
Security, and for certain other purposes. (Sections 8.1 of the
Indentures.)
Consolidations, Mergers and Sales of Assets
We may not merge or consolidate with any other corporation or sell or
convey all or substantially all of our assets to any other
corporation, unless either:
- - we are the continuing corporation or the successor
corporation is a United States corporation which expressly
assumes the payment of the principal of, any premium and
interest on the Debt Securities and the performance and
observance of all the covenants and conditions of the Indentures
binding upon us, and
- - we or the successor corporation shall not, immediately
after the merger or consolidation, sale or conveyance, be in
default in the performance of any covenant or condition.
(Articles Nine of the Indentures.)
Concerning the Trustee, Paying Agent, Registrar and Transfer Agent
Our subsidiaries and we have normal banking relationships with the
Trustee, U.S. Bank Trust. U.S. Bank Trust will also be the paying
agent, registrar and transfer agent for the Debt Securities.
Global Debt Securities
Any series of 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
will generally be the Depository Trust Company ("DTC").
Each Global Debt Security deposited with DTC, as depository, will be
registered in the name of DTC or a nominee of DTC, which will be the
only holder of the Global Debt Security. Except under limited
circumstances described below, Global Debt Securities are not
exchangeable for definitive Debt Securities. If you wish to invest
in Debt Securities issued in global form, you will be able to do so
only by owning a beneficial interest in the Global Debt Security
through an institution that has an account with DTC or its nominee (a
"participant"), or through DTC or its nominee if you are a
participant.
DTC is a specialized company subject to regulation by the Federal
Reserve and the SEC, and under the New York Banking Law, the New York
Uniform Commercial Code, and the 1934 Act. DTC was created to hold
securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants through
electronic book-entry, thereby eliminating the need for physical
movement of certificates. DTC's participants include securities
brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations.
Persons who are not participants but desire to purchase, sell, or
otherwise transfer beneficial ownership of, or other beneficial
interests in, Debt Securities issued in global form may do so only
through participants. Because DTC can only act on behalf of
participants, and on behalf of certain banks, trust companies, and
other persons approved by it, the ability of an owner of a beneficial
interest in Debt Securities in global form to pledge his interest to
persons who do not participate in the DTC system, or otherwise to act
with respect to his interest, may be limited due to the absence of
physical certificates. Owners of beneficial interests in Debt
Securities issued in global form may experience some delay in their
receipt of payments, since those payments will be forwarded by our
agent to DTC or its nominee. DTC or its nominee will then forward
them to its participants, who will forward them to the ultimate
beneficial owners.
Under rules governing DTC and its operations, DTC will be required to
make book-entry transfers of Debt Securities among participants and
to receive and transmit payments to participants. Each participant
similarly is required to make book-entry transfers and receive and
transmit such payments on behalf of persons holding beneficial
interests in the Debt Securities through the participant.
DTC has advised us 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 the Debt Securities are
credited. The Global Debt Security may be exchanged for definitive
Debt Securities registered in the names of persons other than DTC or
its nominee only if (I) DTC notifies us that it is unwilling or
unable to continue as depository or if DTC ceases to be a registered
clearing agency (and registration is required by law) or (ii) we
issue a Company Order that such Global Debt Security may be
exchanged. Any Global Debt Security that may be exchanged under
either of those circumstances shall be exchanged for 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 Debt
Securities. Upon surrender by DTC of the Global Debt Security
representing the Debt Securities and instructions for registration,
the Trustee will reissue the Debt Securities as definitive
securities, and thereafter the Trustee will recognize the holders of
such definitive securities as the registered holders of the Debt
Securities entitled to the benefits of the applicable Indenture.
Neither DTC nor its nominee may transfer the Global Debt Security
except as a whole, and then only to DTC, a nominee of DTC or to a
successor Depository appointed by us. DTC may not sell, assign,
transfer or otherwise convey any beneficial interest in a Global Debt
Security unless such beneficial interest is an amount equal to an
authorized denomination for the Debt Securities.
Governing Law and Judgments
The Debt Securities will be governed by and interpreted under the
laws of the State of New York. In an action involving Debt
Securities denominated in a currency other than U.S. dollars, it is
likely that any judgment granted by a U.S. court would be made only
in U.S. dollars. However, a New York court should enter a judgment
in the denominated 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.
Description of Series Preferred Stock
We are authorized to issue up to 10,000,000 shares of preferred stock
without par value (the "Series Preferred Stock"), from time to time
in one or more series, without stockholder action. Our Board of
Directors will determine the number of shares of each series, and the
rights, preferences, and limitations of each series. All shares of
Series Preferred Stock, regardless of series, constitute a single
class. See "Description of Capital Stock". The following
description of the terms of the Series Preferred Stock sets forth
certain general terms that may apply to the Series Preferred Stock.
The specific terms of any series of Series Preferred Stock will be
described in the prospectus supplement relating to that series.
Those terms will generally include:
- - the number of shares in the series;
- - the dividend rate or the method of calculation of the
dividend, and whether dividends are cumulative;
- - whether or not the shares of the series will be redeemable
and the applicable terms;
- - the terms and amount of any sinking fund;
- - whether or not the shares of the series are convertible or
exchangeable for cash, shares of any other series, or other
securities and the applicable terms;
- - the amount per share payable upon our liquidation;
- - any voting rights;
- - any restrictions on the issue or reissue of additional
preferred stock of the same or higher rank in liquidation or as
to dividends; and
- - other rights and privileges, and limitations on those
rights or privileges.
In the event we liquidate, dissolve, or wind-up our business,
each series of Series Preferred Stock will generally have the
same rank as to dividends and distributions as our currently
outstanding Series Preferred Stock and each other series of
Series Preferred Stock we may issue in the future.
Since we are a holding company, our right to participate as a
shareholder in any distribution of assets of any of our subsidiaries
upon its liquidation or reorganization or otherwise (and thus the
ability of our creditors and stockholders to benefit from such
distribution) is junior to creditors of that subsidiary, except to
the extent that our claims as a creditor of the subsidiary are
recognized.
The following summary of the principal provisions of the Series
Preferred Stock is not complete. You should refer to the prospectus
supplement and the Certificate of Designation creating the series of
Series Preferred Stock for a more complete description.
Dividend Rights
Holders of the Series Preferred Stock will be entitled to receive,
when, as and if declared by the Board, cash dividends at the rates
and on the quarterly dates stated in the prospectus supplement (each,
a "Dividend Payment Date"). Dividend rates may be fixed or variable.
Different series of the Series Preferred Stock may be entitled to
dividends at different dividend rates or based upon different methods
of determination. Each dividend will be payable to the holders of
record as they appear on the stock books of the Company (or, if
applicable, the records of the Depositary referred to below under
"Depositary Shares") on record dates determined by our Board.
Dividends payable on the Series Preferred Stock for a period that is
less than a full quarter will be determined on the basis of the
actual number of days elapsed over a 360-day year. Dividends payable
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.
Dividends shall be payable from, and shall be cumulative from, the
date of original issue of each share. Thus, if in any quarter
dividends at the rate set forth in the prospectus supplement have not
been paid, for such quarter and all preceding quarters, then the full
deficiency must be paid without interest on the deficiency, before
any dividends may be declared or paid on our Common Stock. This
cutting-off of dividends on Common Stock, and any voting rights set
forth in the prospectus supplement relating to a series of Series
Preferred Stock will be the only consequences of the failure to 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 as our Board may determine.
Optional Redemption
We may, at our option redeem one or more series of the Series
Preferred Stock in whole or in part. At least 30 and not more than
60 days notice will be required. The redemption provisions that
apply to a series of Series Preferred Stock, including the redemption
dates and the redemption prices for that series will be detailed in
the prospectus supplement.
We must obtain any required approval of the appropriate bank
regulatory authorities before we exercise our option to redeem any
Series Preferred Stock. Presently, 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 Board will determine the
method for selecting the shares to be redeemed. Shares may be
selected by lot, on a pro rata basis or by any other method
determined to be fair. From and after the redemption date, dividends
will not accrue on the shares of Series Preferred Stock called for
redemption. Holders will have no rights other than the right to
receive the redemption price.
Shares of Series Preferred Stock that we redeem or otherwise acquire
may be restored to the status of authorized but unissued shares of
Series Preferred Stock.
Conversion or Exchange
The prospectus supplement will state any terms on which shares of the
Series Preferred Stock are convertible into cash, shares of Common
Stock, shares of another series of Series Preferred Stock, or other
securities.
Voting Rights
Except as indicated below or in the prospectus supplement, or except
as expressly required by applicable law, the holders of the Series
Preferred Stock will not be entitled to vote. In the event we issue
full shares of any series of Series Preferred Stock, each share will
be entitled to one vote on matters on which holders of that series
are entitled to vote. However, as more fully described under
"Depositary Shares" below, if we issue Depositary Shares representing
a fraction of a share of a series of Series Preferred Stock, each
Depositary Share will, in effect, be entitled to that fraction of a
vote rather than a full vote.
If, at the time of any annual meeting of our stockholders, the
equivalent of six quarterly dividends, whether or not consecutive,
payable on any series of Series Preferred Stock are in default, the
number of directors on our Board will be increased by two. The
holders of record of all outstanding series of Series Preferred
Stock, voting as a single class, will be entitled to elect those two
additional directors until all dividends in default have been paid.
The approval of at least two-thirds of the outstanding shares of
Series Preferred Stock will normally be required to change the
provisions of the Series Preferred Stock in a way that is adverse to
the holders. If a change will not adversely affect all series of
outstanding Series Preferred Stock, then the change need only be
approved by those holders of at least two-thirds of the shares of the
series adversely affected. No vote will be necessary to make any
change if we provide for the redemption or retirement of all
outstanding Series Preferred Stock.
No vote of holders of Series Preferred Stock will be necessary to
authorize an increase in the amount of the authorized Series
Preferred Stock or the creation and issuance of other series of
Series Preferred Stock. Holders of all series of Series Preferred
Stock which are entitled to vote will vote as a single class, except
as specifically provided otherwise.
Under regulations adopted by the Federal Reserve Board, if the
holders of a 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 be 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 the Company, may
then be subject to regulation as a bank holding company. In
addition, at any time:
- - a bank holding company may be required to obtain the
approval of the Federal Reserve Board to acquire or retain 5% or
more of any series of Series Preferred Stock; and
- - a person other than a bank holding company may be required
to obtain the approval of the Federal Reserve Board to acquire
10% or more of such series of Series Preferred Stock.
Liquidation Rights
If we liquidate, dissolve, or wind-up our affairs, either voluntarily
or involuntarily, the holders of each series of Series Preferred
Stock will be entitled to receive liquidating distributions in the
amount stated in the prospectus supplement relating to each series of
Series Preferred Stock before any distribution of assets is made to
holders of Common Stock. If there are insufficient assets to make
the full liquidating payment on a series of Series Preferred Stock
and any other stock having the same rank, including outstanding
shares of other series of Series Preferred Stock, then holders of
those series shall share ratably in accordance with the respective
amounts which would be payable on all stock having the same rank if
all such liquidating amounts were paid in full. After the holders of
each series of Series Preferred Stock are paid in full, they will
have no right or claim to any of our remaining assets. Neither a sale
of all or substantially all of our property or business, nor our
consolidation or merger with any other company will be considered a
liquidation, dissolution or winding up of our business or affairs.
Miscellaneous
First Chicago Trust Company, a division of EquiServe, will serve as
transfer agent, dividend disbursing agent and registrar for the
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 the Company. When issued, each series of the Series Preferred
Stock will be fully paid and nonassessable. The Certificate of
Designation for a series of Series Preferred Stock will become
effective after the date of the prospectus supplement, but on or
before issuance of such series of Series Preferred Stock.
Depositary Shares
General. We may offer fractional shares of Series Preferred Stock
rather than full shares. If we do, we will issue to the public
receipts for Depositary Shares, and each of those Depositary Shares
will represent a fraction to be set forth in the prospectus
supplement of a share of a particular series of Series Preferred
Stock.
The shares of any series of Series Preferred Stock underlying the
Depositary Shares will be deposited under a Deposit Agreement (the
"Deposit Agreement") between us and a bank or trust company selected
by us (the "Depositary"). The Depositary will have its principal
office in the United States and a combined capital and surplus of at
least $50,000,000. Under 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 underlying such
Depositary Share, to all the rights and preferences of the Series
Preferred Stock underlying that Depositary Share. Those rights
include dividend, voting, redemption, and liquidation rights.
The Deposit Agreement provides that a holder will receive a receipt
for Depositary Shares ("Depositary Receipts"). Depositary Receipts
will be issued to those persons who purchase the fractional shares of
the particular series of Series Preferred Stock underlying the
Depositary Shares, in accordance with the terms of the offering.
Copies of the forms of the Deposit Agreement and Depositary Receipt
are filed as exhibits to the Registration Statement. The following
summary of the Deposit Agreement, the Depositary Shares, and the
Depositary Receipt is not complete. You should refer to the forms of
the Deposit Agreement and Depositary Receipt that are filed as
exhibits to the Registration Statement.
The Depositary may, at our written order, issue temporary Depositary
Receipts substantially identical to the definitive Depositary
Receipts but not in definitive form, while the definitive engraved
Deposit Receipts are being prepared. The temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts at
our expense.
Dividends and Other Distributions. The Depositary will distribute
all cash dividends or other cash distributions received on the Series
Preferred Stock to the record holders of Depositary Shares relating
to that Series Preferred Stock in proportion to the number of such
Depositary Shares owned by those holders.
If there is a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of
Depositary Shares that are entitled to receive the distribution,
unless the Depositary determines that it is not feasible to make the
distribution. If this occurs, the Depositary may, with our approval,
sell the property and distribute the net proceeds from such sale to
the holders.
Redemption of Depositary Shares. If a series of Series Preferred
Stock underlying the 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
that 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
that series of the Series Preferred Stock. Whenever we redeem 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 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 determined by the Depositary.
Voting the Series Preferred Stock. Upon receipt of notice of any
meeting at which the holders of Series Preferred Stock are entitled
to vote, the Depositary will mail the information contained in the
notice of meeting to the record holders of the Depositary Shares
relating to the Series Preferred Stock. Each record holder of those
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
that holder's Depositary Shares. The Depositary will try, as far as
practicable, to vote the number of shares of the Series Preferred
Stock underlying those Depositary Shares in accordance with such
instructions, and we will agree to take all action requested deemed
necessary by the Depositary in order to enable the Depositary to do
so. The Depositary will not vote shares of the Series Preferred
Stock to the extent it does not receive specific instructions from
the holders of Depositary Shares relating to 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 be amended at any time by agreement
between the Depositary and us. However, any amendment that
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
us or the Depositary only if:
- - all outstanding Depositary Shares have been redeemed; or
- - there has been a final distribution in respect of the
Series Preferred Stock in connection with any liquidation,
dissolution or winding up of the Company, and such distribution
has been distributed to the holders of Depositary Receipts.
Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the
depositary arrangements. We will also pay charges of the Depositary
in connection with the initial deposit of the Series Preferred Stock
and any redemption of the Series Preferred Stock. Holders of
Depositary Receipts will pay transfer and other taxes and
governmental charges and any other charges as are expressly provided
in the Deposit Agreement to be for their accounts.
Resignation and Removal of Depositary. The Depositary may resign at
any time by delivering a notice to us of its election to do so. We
may remove the Depositary at any time. Any resignation or removal
will take effect upon the appointment of a successor Depositary and
its acceptance of its appointment. The 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 million.
Miscellaneous. The Depositary will forward to holders of Depositary
Receipts all reports and communications from us that we deliver to
the Depositary and we are required to furnish to the holders of the
Series Preferred Stock.
Neither the Depositary nor we will be liable if either of us is
prevented or delayed by law or any circumstance beyond our control in
performing our respective obligations under the Deposit Agreement.
Our obligations and those of the Depositary under the Deposit
Agreement will be limited to the performance in good faith of our
respective duties under the Deposit Agreement. Neither the
Depositary nor we will be obligated to prosecute or defend any legal
proceeding in respect of any Depositary Shares or Series Preferred
Stock unless satisfactory indemnity is furnished. We and the
Depositary may rely upon written advice of counsel or accountants, or
upon 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 Securities Warrants
We may issue Securities Warrants for the purchase of Debt Securities,
Series Preferred Stock, or Depositary Shares. The Securities
Warrants are to be issued under warrant agreements (each a
"Securities Warrant Agreement") to be entered into between us and
Morgan Guaranty, as warrant agent (the "Warrant Agent"), all as set
forth in the prospectus supplement relating to the particular issue
of Securities Warrants (the "Offered Warrants"). A copy of each of
the Debt Warrant Agreement, including the form of warrant certificate
(the "Debt Warrant Certificate") representing the Debt Warrants, and
the Preferred Stock Warrant Agreement, including the form of
preferred stock warrant certificate (the "Preferred Stock Warrant
Certificate") representing the Preferred Stock Warrants, each
substantially in the form in which it will be executed, is filed as
an exhibit to the Registration Statement. The following brief
summary of the Warrant Agreements and the Warrant Certificates is not
complete. You should refer to the Warrant Agreements filed with the
Registration Statement.
The prospectus supplement for a series of Securities Warrants
describes:
- - the principal amount of Debt Securities or the number of
shares of Series Preferred Stock or Depositary Shares that a
holder is entitled to purchase;
- - the exercise price or method of determining the exercise
price;
- - whether the exercise price is subject to adjustment upon
the occurrence of certain events;
- - the expiration date; and
- - the place or places where, and the manner in which,
Securities Warrants may be exercised.
Offered Securities Warrants may be exercised at any time up to
the close of business on the expiration date. After the close
of business on the expiration date, unexercised Securities
Warrants will become void.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, Series Preferred Stock or Depositary Shares, holders of
the Securities Warrants will not have any rights of holders of the
Debt Securities, Series Preferred Stock, or Depositary Shares, as the
case may be, purchasable upon such exercise. Specifically Securities
Warrants for the purchase of Debt Securities shall have the right to
receive payments of principal of, any premium, or interest on the
Debt Securities purchasable upon such exercise or to enforce
covenants in the applicable Indenture. No holder of Securities
Warrants for the purchase of Series Preferred Stock or Depositary
Shares shall have the right to receive payments of dividends 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
that we may offer. The particular terms of the Universal Warrants
and the extent, if any, to which the general provisions described
below do not apply to the Universal Warrants offered will be
described in the prospectus supplement.
Universal Warrants will be issued under a warrant agreement (a
"Universal Warrant Agreement") between Morgan Guaranty, as warrant
agent, and us (the "Universal Warrant Agent"), as described in the
prospectus supplement. all affected series A copy of the form of
Universal Warrant Agreement, including the form of Universal warrant
certificate (the "Universal Warrant Certificate"), substantially in
the form in which it will be executed, will be filed as an exhibit to
the Registration Statement. The following summary of the principal
provisions of the Universal Warrants and the Universal Warrant
Agreement is not complete. You should refer to the Universal Warrant
Agreement and the Universal Warrant Certificate relating to the
Universal Warrants being offered for the complete terms of those
Universal Warrants.
We may issue Universal Warrants:
- - to purchase or sell securities of any entity not
affiliated with us, securities based on the performance of such
entity, securities based on the performance of such entity but
excluding 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;
- - to purchase or sell currencies or currency units or
composite currencies;
- - to purchase or sell commodities; or
- - entitling the holders thereof to receive an amount in cash
determined by reference to increases or decreases in the yield
or closing price of one or more debt instruments, interest
rates, interest swap rates, or other rates; or any combination
of the above.
We may satisfy our obligations under 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.
You 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 special tax considerations.
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 the 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 that brokerage firm or its
agent. Transfer of ownership of any Universal Warrant will be
effected only through the selling holder's brokerage firm.
Listing on a national securities exchange, subject only to official
notice of issuance and exchange approval, may be a condition of sale
to some series of the Universal Warrants. If we seek listing, there
can be no assurance that the exchange will grant approval. In the
event that the Universal Warrants are delisted from, or permanently
suspended from trading on, an exchange, the 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 date. The
applicable Universal Warrant agreement will contain a covenant from
us that we will not seek delisting of or suspension of trading in the
Universal Warrants, on the exchange unless we have, at the same time,
arranged for listing on another national securities exchange.
Universal Warrants involve a high degree of risk, including the risk
of expiring worthless. Prospective purchasers should be prepared to
sustain a loss of some or all of the purchase price of their
Universal Warrants. You should be experienced with respect to
options and option transactions and should reach an investment
decision only after careful consideration with your advisers of the
suitability of the Universal Warrants in light of your particular
financial circumstances, the information set forth under "Description
of Universal Warrants" in this Prospectus 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
We are authorized to issue 500,000,000 shares of our Common Stock,
$2.50 par value, and 10,000,000 shares of our Series Preferred Stock,
no par value. At June 30, 1999, we had outstanding:
- - 175,949,606 shares of Common Stock;
- - 2,444,300 shares of Series A Adjustable Rate Cumulative
Preferred Stock;
- - 50,000 shares of 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 following brief summary is not complete. You should refer to the
provisions of our Restated Certificate of Incorporation and the
Certificates of Designation creating the outstanding series of Series
Preferred Stock for a more complete description.
Common Stock
General. Subject to the rights of holders of the Series Preferred
Stock, holders of our Common Stock are entitled to receive dividends,
when, as, and if declared by the Board out of funds legally available
for their payment. If we liquidate, dissolve, or wind-up our
affairs, either voluntarily or involuntarily, the holders of Common
Stock will be entitled to receive pro rata all of our assets
remaining after we have paid all of our creditors and have made the
required liquidating distributions to holders of the Series Preferred
stock.
Federal banking laws limit the amount of dividends that Morgan
Guaranty Trust Company of New York, our bank subsidiary, can declare.
The greatest restriction requires approval of the Board of Governors
of the Federal Reserve System (the "Governors") if dividends declared
exceed the net profits for the most recent three years. At December
31, 1998, approximately $502 million is available for distribution as
dividends by the bank in 1999 without approval of the Governors. In
addition, if the Governors determine that the bank's payment of
dividends would be an unsafe or unsound practice, they may prohibit
the bank from doing so.
Voting Rights. Each holder of Common Stock is entitled to one vote
per share. Subject to the voting rights of the holders of the Series
Preferred Stock, all voting rights are vested in the holders of
shares of our Common Stock.
Preemptive Rights. Holders of our Common Stock do not have any
preemptive rights to subscribe to any additional securities that we
may issue.
Series Preferred Stock
The Series Preferred Stock has been described above under the caption
"Description of Series Preferred Stock." The following summaries
describe the Series Preferred Stock that we have issued in the past
and are currently outstanding.
Adjustable Rate Cumulative Preferred Stock, Series A. In March 1983,
we issued 2,500,000 shares of Adjustable Rate Cumulative Preferred
Stock, Series A (the "Series A Preferred Stock"). Currently
2,444,300 shares are outstanding. Dividends on the Series A
Preferred Stock are cumulative. If we have not paid six full
quarterly dividends on the Series A Preferred Stock, then the number
of directors on our Board will be increased by two and the holders of
the Series A Preferred Stock, voting together as a single class with
holders of shares of any other Series Preferred Stock with the same
rights, will be entitled to elect two additional directors until all
unpaid dividends are paid. Each share of the Series A Preferred
Stock will be entitled to 1/10 of one vote. If we liquidate or
dissolve the Company, the holders of shares of Series A Preferred
Stock are entitled to receive a distribution of $100 per share, plus
accrued and unpaid dividends to the date of final distribution.
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, subject to a minimum rate of 5.00% and a
maximum rate of 11.50% per annum. Since February 29, 1988, shares of
Series A Preferred Stock have been redeemable at our option, in whole
or in part, at $100 per share, plus any unpaid dividends thereon to
the redemption date.
Variable Cumulative Preferred Stock, Series B, C, D, E, and F. In
January 1990, we issued $250 million, or 250,000 shares, of Variable
Cumulative Preferred Stock, Series B, C, D, E. and F (the "Variable
Cumulative Preferred Stock"). Each of the five series is composed of
50,000 shares and is identical except that the dividend rates and
payment dates vary and separate auctions are held by each series.
These issues were priced at $1,000 per share and have contingent
voting rights similar to the Series A Preferred Stock discussed
above. If we liquidate or dissolve the Company, the holders of
shares of Variable Cumulative Preferred Stock are entitled to receive
a distribution of $1,000 per share, plus 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 determined either by
an auction conducted on each series on the business day before a new
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 on the auction date. Except under certain
circumstances, shares of each series of Variable Cumulative Preferred
Stock are redeemable, at our option, in whole or in part (in units of
100 shares), at $1,000 per share plus accrued and unpaid dividends.
Fixed Cumulative Preferred Stock, Series H. In February 1996, we
issued $200 million, or 400,000 shares, of 6 5/8% Cumulative
Preferred Stock, Series H (the "Series H Preferred Stock"). Each
share of the Series H Preferred Stock has a stated value of $500.
Dividends on this Series H Preferred Stock are cumulative at a rate
of 6 5/8% per annum on the stated value of the shares. Dividends are
payable generally on March 31, June 30, September 30, and December 31
of each year. We may not redeem shares of this Series H Preferred
Stock before March 31, 2006. After that, we may, at our option (with
the approval of bank regulators, if required), redeem the Series H
Preferred Stock, in whole or in part, at $500 per share plus accrued
and unpaid dividends.
Plan of Distribution
We may sell the Debt Securities, Series Preferred Stock, Depositary
Shares, Securities Warrants, or Universal Warrants:
- - through agents;
- - through underwriters;
- - through dealers; and
- - directly to purchasers, any of whom may be customers of, engage
in transactions with, or perform services for, the Company in the
ordinary course of business.
If we offer and sell Securities through an agent, that agent will be
named, and any commissions payable to that agent by us, will be set
forth in the prospectus supplement. Any agent will be acting on a
best efforts basis for the period of its appointment which will
usually be five business days or less. An agent may be deemed to be
an underwriter under the federal securities laws.
If underwriters are used in the sale of the Securities, we will sign
an underwriting agreement with them. The underwriting agreement will
provide that the obligations of the underwriters are subject to
certain conditions and that the underwriters will be obligated to
purchase all of the Securities if any are purchased. Underwriters
will buy the Securities for their own account and may resell them
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. Securities may be offered to the
public either through underwriting syndicates represented by managing
underwriters, or directly by the managing underwriters. The name of
the 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. The underwriters named in the
prospectus supplement will be the only underwriters for the
Securities offered by that prospectus supplement.
If a dealer is utilized in the sale of Securities, we will sell those
Securities to the dealer, as principal. The dealer may resell those
Securities to the public at varying prices to be determined by the
dealer at the time of resale. A dealer may be deemed to be an
underwriter of those Securities under the securities laws. The name
of the dealer and the terms of the transaction will be set forth in
the prospectus supplement.
We may agree to indemnify agents, underwriters, or dealers against
certain liabilities, including liabilities under the securities laws,
or to contribute to payments that agents, underwriters, or dealers
may be required to make.
We may directly solicit offers to purchase Securities, and we may
sell Securities directly to institutional investors or others, who
may be deemed to be underwriters within the meaning of the securities
laws. The terms of any such sales will be described in the
prospectus supplement.
We may authorize agents, underwriters, and dealers to solicit offers
by certain institutions to purchase Securities pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery
on a future date and on terms described in the prospectus supplement.
Institutions with whom Contracts 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 institutions which we have
approved. These contracts will be subject only to the conditions
that:
- - the underwriters purchase the Securities at the time of the
Contract; and
- - the purchase is not prohibited under the laws of any
jurisdiction in the United States to which the purchase is subject.
We will pay a commission, as indicated in the prospectus supplement,
to agents and dealers soliciting purchases of Securities pursuant to
Contracts that we have accepted.
This prospectus and related prospectus supplement may be used by
direct or indirect wholly-owned subsidiaries of ours in connection
with offers and sales related to secondary market transactions in the
Securities. Those subsidiaries may act as principal or agent in
those transactions. Secondary market sales will be made at prices
related to prevailing market prices at the time of sale.
The offer and sale of the Securities by an affiliate of ours will
comply with the requirements of Rule 2720 of the Rules of Conduct of
the National Association of Securities Dealers, Inc. (the "NASD")
regarding underwriting of securities of an affiliate and will comply
with any restrictions imposed on the underwriter by the Governors.
Accordingly, an affiliate of ours that is a member of the NASD may
participate in a public offering and sale of our 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 ours
that is a member of the NASD may participate in any public offering
and sale of the Securities, including without limitation Securities
Warrants and Universal 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 Conduct Rules of the NASD.
No NASD member participating in offers and sales of the Securities
will execute a transaction in the Securities in a discretionary
account without the prior written specific approval of the member's
customer.
Experts
The audited financial statements contained in our Annual Report on
Form 10-K for the year ended December 31, 1998, (included in our
Annual Report to Stockholders) are incorporated by reference in this
prospectus in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as
experts in auditing and accounting.
Legal Opinions
The validity of the Securities 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.
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 . . $1,668,000
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 . . . . . . . . . . . . . . . . . . . . . . $1,944,500
========
- --------------------------
* 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 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 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.
Item 16. Exhibits.
1(a)(1)* Form of Underwriting Agreement (including
form of Delayed Delivery Contract) for Subordinated Debt Securities.
1(a)(2)** Form of Underwriting Agreement (including form
of Delayed Delivery Contract) for Debt Securities.
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 Securities.
1(b)(2)** Form of Purchase Agreement for Debt
Securities.
1(c)(1)* Form of Selling Agent Agreement for
Subordinated Debt Securities.
1(c)(2)** Form of Selling Agent Agreement for Debt
Securities.
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 filed
pursuant to Section 13 of the Securities and Exchange Act of 1934
(the "Act")).
4(a)(1)* Indenture dated as of March 1, 1993, between
J.P. Morgan & Co. Incorporated and Citibank, N.A., as Trustee ,
(now U.S. Bank Trust National Association, formerly 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 U.S. Bank
Trust National Association, formerly 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 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 U.S. Bank Trust National Association, formerly
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(a) (8) Form of Second Supplemental Indenture dated as
of February 27, 1996 between J.P. Morgan & Co. Incorporated and
U.S. Bank Trust National Association (formerly First Trust of New
York, National Association), as Trustee, (incorporated herein by
reference to J.P. Morgan's Current Report on Form 8-K, dated
February 27, 1996, filed pursuant to Section 13 of the Act).
4(a)(9) Form of Third Supplemental Indenture dated as
of January 30, 1997 between J.P. Morgan & Co. Incorporated and
U.S. Bank Trust National Association (formerly First Trust of New
York, National Association), as Trustee (incorporated herein by
reference to J.P. Morgan's Current Report on Form 8-K, dated
January 30, 1997, filed pursuant to Section 13 of the Act).
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).
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, 1998, and to J.P. Morgan's
Form 8-K filed July 19, 1999 reporting results for the quarter
ended June 30, 1999, pursuant to Section 13 of the Act).
23(a) Consent of PricewaterhouseCoopers LLP.
(b) Consent of Gene A. Capello (included in Exhibit 5).
24 Power of Attorney.
25.1 Statement of Eligibility of Subordinated Debt Trustee
on Form T-1.
25.2 Statement of Eligibility of 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.
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.
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 16th day of August, 1999.
J.P. Morgan & Co. Incorporated
By: /s/ James C.P. Berry
------------------------------
(James C.P. Berry
Vice President, Assistant
General Counsel
and Assistant Secretary)
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, August 16, 1999
President and Director
(Principal Executive
Officer)
Paul A. Allaire*
(Paul A. Allaire) Director August 16, 1999
Riley P. Bechtel*
(Riley P. Bechtel) Director August 16, 1999
Lawrence A. Bossidy*
(Lawrence A. Bossidy) Director August 16, 1999
Martin Feldstein*
(Martin Feldstein) Director August 16, 1999
Ellen V. Futter*
(Ellen V. Futter) Director August 16, 1999
Hanna H. Gray*
(Hanna H. Gray) Director August 16, 1999
Walter A. Gubert*
(Walter A. Gubert) Vice Chairman of the August 16, 1999
Board and Director
James R. Houghton*
(James R. Houghton) Director August 16, 1999
James L. Ketelsen*
(James L. Ketelsen) Director August 16, 1999
John A. Krol*
(John A. Krol) Director August 16, 1999
Roberto G. Mendoza*
(Roberto G. Mendoza) Vice Chairman of the August 16, 1999
Board and Director
Michael E. Patterson*
(Michael E. Patterson) Vice Chairman of the August 16, 1999
Board and Director
Lee R. Raymond*
(Lee R. Raymond) Director August 16, 1999
Richard D. Simmons*
(Richard D. Simmons) Director August 16, 1999
Kurt F. Viermetz*
(Kurt F. Viermetz) Retired Vice Chairman
of the Board and Director August 16, 1999
Douglas C. Yearley*
(Douglas C. Yearley) Director August 16, 1999
Peter D. Hancock*
(Peter D. Hancock) Chief Financial Officer August 16, 1999
(Principal Financial and
Accounting Officer)
David H. Sidwell* August 16, 1999
(David H. Sidwell) Managing Director and
Controller
(Principal Accounting
Officer)
*By: /s/ James C.P. Berry August 16, 1999
-------------------------------------
(James C.P. Berry, Attorney-in-Fact)
Exhibit 5
[Letterhead of J.P. Morgan & Co. Incorporated]
August 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: J.P. Morgan & Co. Incorporated
Registration Statement on Form S-3
---------------------------------------------
Dear Sir or Madame:
I am a Vice President and Assistant General Counsel of
J.P. Morgan & Co. Incorporated, a Delaware corporation
("J.P. Morgan") and in such capacity am acting as counsel in
connection with J.P. Morgan's Registration Statement on Form
S-3 being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act")
with respect to $6,000,000,000 aggregate amount of Debt
Securities, Warrants to Purchase Debt Securities, Series
Preferred Stock, Depositary Shares, Preferred Stock and
Depositary Share Warrants ("Preferred Stock Warrants"), and
Universal Warrants (the "Registration Statement").
Capitalized terms not defined herein have the meaning given
to them in the Registration Statement.
The Depositary Shares are issuable under a deposit
agreement (the "Deposit Agreement") between J.P. Morgan and
Morgan Guaranty Trust Company of New York.
I have examined such documents and made such other
investigations as I have deemed necessary or advisable for
purposes of this opinion. Based thereon, I am of the opinion
that:
1. J.P. Morgan is a corporation duly organized and
validly existing under the laws of the State of Delaware.
2. The Warrants to Purchase Debt Securities, when duly
authorized, executed, countersigned and delivered against
payment therefor, will be legally issued and will constitute
binding obligations of J.P. Morgan in accordance with their
terms.
3. The Debt Securities, when duly authorized,
executed, authenticated and delivered against payment
therefor or upon receipt of the exercise price of the
Warrants to Purchase Debt Securities, will be legally issued
and will constitute binding obligations of J.P. Morgan in
accordance with their terms.
4. The shares of Series Preferred Stock have been duly
and validly authorized and reserved for issuance and, when
issued, executed and paid for as contemplated in the
Registration Statement or upon receipt of the exercise price
of the Preferred Stock Warrants, will be validly issued,
fully paid and nonassessable.
5. The Depositary Shares have been duly authorized by
J.P. Morgan and, when the Registration Statement becomes
effective under the Act, when the Deposit Agreement has been
duly authorized, executed and delivered by the Depositary,
and when the Depositary Shares have been duly executed,
issued and paid for in accordance with the terms and
provisions of the Deposit Agreement and as contemplated in
the Registration Statement, the Depositary Shares will be
validly issued, fully paid and nonassessable.
6. The Preferred Stock Warrants, when duly authorized,
executed, countersigned and delivered against payment
thereof will be legally issued and will constitute binding
obligations of J.P. Morgan in accordance with their terms.
7. The Universal Warrants, when duly authorized,
executed, countersigned and delivered against payment
thereof, will be legally issued and will constitute binding
obligations of J.P. Morgan in accordance with their terms.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. I also consent to
the use of my name under the caption "Legal Opinions" in the
Prospectus contained in the Registration Statement.
Very truly yours,
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
January 13, 1999, relating to the financial statements,
which appears in the 1998 Annual Report to Shareholders,
which is incorporated by reference in J.P. Morgan & Co.
Incorporated's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
August 16, 1999
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Douglas A. Warner III
_____________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Paul A. Allaire
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Riley P. Bechtel
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Lawrence A. Bossidy
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Martin Feldstein
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Ellen V. Futter
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Hanna H. Gray
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Walter A. Gubert
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ James R. Houghton
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ James L. Ketelsen
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ John A. Krol
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Roberto G. Mendoza
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Michael E. Patterson
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Lee R. Raymond
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Richard D. Simmons
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Kurt F. Viermetz
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Douglas C. Yearley
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ Peter D. Hancock
___________________________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Douglas A. Warner III, Walter A.
Gubert, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C.P. Berry and Gene A. Capello and each
of them, with full power to act without the others, as
the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for
the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933,
as amended, for the purpose of registering the offering
of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or
(ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of
their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully
to all intents and purposes as they or the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney on the 16th day of August, 1999.
/s/ David H. Sidwell
___________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
Dennis Calabrese, President
U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor 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 10260-0060
New York, New York
(Address of principal executive offices) (Zip Code)
SUBORDINATED SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of U.S. Bank Trust
National Association, incorporated herein by reference to Exhibit
1 of Form T-1, Registration No. 333-51961.
Exhibit 2. Certificate of Authority to Commence Business
for First Trust of New York, National Association now known
as U.S. Bank Trust National Association, incorporated herein by
reference to Exhibit 2 of Form T-1, Registration No. 33-83774.
Exhibit 3. Authorization to exercise corporate trust
powers for U.S. Bank Trust National Association, incorporated
herein by reference to Exhibit 3 of Form T-1, Registration No.
333-51961.
Exhibit 4. By-Laws of U.S. Bank Trust National
Association, incorporated herein by reference to Exhibit 4 of
Form T-1, Registration No. 333-51961.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association now known as U.S. Bank Trust National Association,
required by Section 321(b) of the Act, incorporated herein by
reference to Exhibit 6 of Form T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of U.S. Bank Trust
National Association, as of the close of business on June 30,
1999, published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, U.S. Bank Trust National
Association, a national banking association organized and
existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 11th day of August, 1999.
U.S. BANK TRUST
NATIONAL ASSOCIATION
By: /s/ Patrick J. Crowley
Patrick J. Crowley
Vice President
Exhibit 7
U.S. Bank Trust National Association
Statement of Financial Condition
As of 6/30/99
($000's)
6/30/99
Assets
Cash and Due From Depository
Institutions $45,884
Federal Reserve Stock 3,368
Fixed Assets 435
Intangible Assets 64,927
Other Assets 6,675
________
Total Assets $121,289
Liabilities
Other Liabilities 9,343
________
Total Liabilities 9,343
Equity
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (9,986)
________
Total Equity Capital 111,946
________
Total Liabilities and Equity Capital $121,289
To the best of the undersigned's determination, as of this date
the above financial information is true and correct.
U.S. Bank Trust National Association
By:\s\ Patrick J. Crowley
Vice President
Date: August 11, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
Dennis Calabrese, President
U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor 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 10260-0060
New York, New York
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of U.S. Bank Trust
National Association, incorporated herein by reference to Exhibit
1 of Form T-1, Registration No. 333-51961.
Exhibit 2. Certificate of Authority to Commence Business
for First Trust of New York, National Association now known
as U.S. Bank Trust National Association, incorporated herein by
reference to Exhibit 2 of Form T-1, Registration No. 33-83774.
Exhibit 3. Authorization to exercise corporate trust
powers for U.S. Bank Trust National Association, incorporated
herein by reference to Exhibit 3 of Form T-1, Registration No.
333-51961.
Exhibit 4. By-Laws of U.S. Bank Trust National
Association, incorporated herein by reference to Exhibit 4 of
Form T-1, Registration No. 333-51961.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association now known as U.S. Bank Trust National Association,
required by Section 321(b) of the Act, incorporated herein by
reference to Exhibit 6 of Form T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of U.S. Bank Trust
National Association, as of the close of business on June 30,
1999, published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, U.S. Bank Trust National
Association, a national banking association organized and
existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 11th day of August, 1999.
U.S. BANK TRUST
NATIONAL ASSOCIATION
By: /s/ Patrick J. Crowley
Patrick J. Crowley
Vice President
Exhibit 7
U.S. Bank Trust National Association
Statement of Financial Condition
As of 6/30/99
($000's)
6/30/99
Assets
Cash and Due From Depository
Institutions $45,884
Federal Reserve Stock 3,368
Fixed Assets 435
Intangible Assets 64,927
Other Assets 6,675
________
Total Assets $121,289
Liabilities
Other Liabilities 9,343
_______
Total Liabilities 9,343
Equity
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (9,986)
________
Total Equity Capital 111,946
________
Total Liabilities and Equity Capital $121,289
To the best of the undersigned's determination, as of this date
the above financial information is true and correct.
U.S. Bank Trust National Association
By:\s\ Patrick J. Crowley
Vice President
Date: August 11, 1999
