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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.2)
JP MORGAN & COMPANY INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
616880100
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
[X] Rule 13d-2(b)
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
PAGE 2
CUSIP No. 616880100 13G Page 2 of 5 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
#13-5674085
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES NONE
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 10,114,033
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING NONE
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 10,114,033
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,114,033
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
BD, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3
CUSIP No. 616880100 13G Page 3 of 5 Pages
________________________________________________________________________________
Item 1(a). Name of Issuer:
JP MORGAN & COMPANY INCORPORATED (the 'COMPANY')
________________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
60 WALL STREET
NEW YORK, NEW YORK 10260-0060
________________________________________________________________________________
Item 2(a). Name of Person Filing:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
________________________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WORLD FINANCIAL CENTER, NORTH TOWER
250 VESEY STREET
NEW YORK, NEW YORK 10281
________________________________________________________________________________
Item 2(c). Citizenship:
SEE ITEM 4 OF COVER PAGES
________________________________________________________________________________
Item 2(d). Title of Class of Securities:
SEE COVER PAGE
________________________________________________________________________________
Item 2(e). CUSIP Number:
SEE COVER PAGE
________________________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]
PAGE 4
CUSIP No. 616880100 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: SEE ITEM 9 OF COVER PAGES
Pursuant to Section 240.13d-4, MLPF&S (the 'Reporting Person')
disclaims beneficial ownership of the securities of the Company referred to
herein, and the filing of this Schedule 13G shall not be construed as an
admission that the Reporting Person is, for the purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities of the Company
covered by this statement, other than certain securities of the Company
held in MLPF&S proprietary accounts.
(b) Percent of class: SEE ITEM 11 OF COVER PAGES
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
SEE ITEM 5 OF COVER PAGES
(ii) Shared power to vote or to direct the vote:
SEE ITEM 6 OF COVER PAGES
(iii) Sole power to dispose or to direct the disposition of:
SEE ITEM 7 OF COVER PAGES
(iv) Shared power to dispose or to direct the disposition of
SEE ITEM 8 OF COVER PAGES
_____________________________________________________________________________
Item 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE
________________________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
MLPF&S is a sponsor of various UITs which invest in equity securities
as defined in Setion 240.13d-1(d). While the UITs have the right to
receive, or the power to direct the receipt of dividends from or the
proceeds from the sale of, the securities reported herein, no single UIT's
interest relates to more than 5% of the class of securities reported
herein.
________________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
NOT APPLICABLE
________________________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
________________________________________________________________________________
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
________________________________________________________________________________
PAGE 5
CUSIP No. 616880100 13G Page 5 of 5 Pages
Item 10. Certifications.
By signing below the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not
acquired and not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
----------------------------------------
January 14, 2000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ Andrea Lowenthal
----------------------------------------
(Andrea Lowenthal/Attorney-in-fact*)
*Signed pursuant to a Power of Attorney, dated November 17, 1995, a
copy of which is attached hereto as Exhibit A.
Exhibit A to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the
"Corporation") a corporation duly organized under the laws of Delaware, with its
principal place of business at World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281 does hereby make, constitute and appoint
Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any
other individual from time to time elected or appointed as secretary or an
assistant secretary of the Corporation, acting severally, each of whose address
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281, as its true and lawful attorneys-in-fact, for
it and in its name, place and stead (i) to execute on behalf of the Corporation
and cause to be filed and/or delivered, as required under Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any
number, as appropriate, of original, copies, or electronic filings of the
Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial
Ownership Reports (together with any amendments and joint filing agreements
under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed
and/or delivered with respect to any equity security (as defined in Rule
13d-1(d) under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) and generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in all
respects as if the undersigned could do if personally present. This Power of
Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
