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Morgan J P & Co Inc – ‘10-K’ for 12/31/95

As of:  Monday, 3/25/96   ·   For:  12/31/95   ·   Accession #:  68100-96-424   ·   File #:  1-05885

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/25/96  Morgan J P & Co Inc               10-K       12/31/95    8:480K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report on Form 10-K of J.P. Morgan              9     42K 
 2: EX-10       Ex 10I - 1995 Stock Incentive Plan                    15±    58K 
 3: EX-10       Ex 10J - 1995 Executive Officer Performance Plan       5±    20K 
 4: EX-13       Annual Report                                        116    666K 
 5: EX-21       Ex 21 - Subsidiaries of Jp Morgan                      9±    28K 
 6: EX-23       Ex 23 - Consent of Price Waterhouse                    1      7K 
 7: EX-24       Ex 24 - Powers of Attorney                            16     36K 
 8: EX-27       Article 9 Financial Data Schedule                      2     10K 


10-K   —   Annual Report on Form 10-K of J.P. Morgan
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 3. Legal proceedings (a)
"Item 4. Submission of matters to a vote of security holders (a)
"Item 5. Market for registrant's common equity and related stockholder matters 79,80-81,95
"Item 6. Selected financial data 80-81
"Item 7. Management's discussion and analysis of financial condition and results of operations 6-38
"Item 9. Changes in and disagreements with accountants on accounting and financial disclosure (a)
4Item 10. Directors and executive officers of the registrant (c)
"Item 11. Executive compensation (c)
"Item 12. Security ownership of certain beneficial owners and management (c)
"Item 13. Certain relationships and related transactions (c)
"Item 14. Exhibits, financial statement schedules, and reports on Form 8-K
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FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-5885 J.P. MORGAN & CO. INCORPORATED (Exact name of registrant as specified in its charter) Delaware 13-2625764 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 60 Wall Street, New York, NY 10260-0060 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (212) 483-2323 ___________________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ___________________ ________________________ Common Stock, $2.50 Par Value New York Stock Exchange Adjustable Rate Cumulative New York Stock Exchange Preferred Stock, Series A, No Par Value, Stated Value $100 Depositary shares representing New York Stock Exchange a one-tenth interest in 6 5/8% Cumulative Preferred Stock, Series H, No Par Value, Stated Value $500 4 3/4% Convertible Debentures New York Stock Exchange due 1998 Securities registered pursuant to Section 12(g) of the Act: NONE
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes..X.. No..... Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by nonaffiliates of J.P. Morgan totaled $15,377,040,281 at February 29, 1996. The number of shares outstanding of J.P. Morgan's Common Stock, $2.50 Par Value, at February 29, 1996, totaled 187,811,179 shares. DOCUMENTS INCORPORATED BY REFERENCE J.P. Morgan's Annual report to Stockholders for the year ended December 31, 1995, is incorporated by reference in response to Part I, Items 1, 2, 3, and 4; Part II, Items 5, 6, 7, 8, and 9; and Part IV, Item 14 of Form 10-K. J.P. Morgan's definitive Proxy Statement dated March 25, 1996, is incorporated by reference in response to Part III, Items 10, 11, 12, and 13 of Form 10-K.
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FORM 10-K CROSS-REFERENCE INDEX _______________________________ Page No. * Part I Item 1. Business Description of business 6-14, 99-101 Number of employees 80 Financial information about foreign and domestic operations 74-75,88-90 Distribution of assets, liabilities, and stockholders' equity; interest rates and interest differential 82-84 Investment portfolio 53-55 Loan portfolio 47,62-63, 85-90 Summary of loan loss experience 87-89 Deposits 82,84,93 Return on equity and assets 80-81 Short-term borrowings 94 Item 2. Properties 101 Item 3. Legal proceedings (a) Item 4. Submission of matters to a vote of security holders (a) Part II Item 5. Market for registrant's common equity and related stockholder matters 79,80-81,95 Item 6. Selected financial data 80-81 Item 7. Management's discussion and analysis of financial condition and results of operations 6-38 Item 8. Financial statements and supplementary data Report of independent accountants 40 J.P. Morgan & Co. Incorporated Consolidated statement of income 41 Consolidated balance sheet 42 Consolidated statement of changes in stockholders' equity 43 Consolidated statement of cash flows 44 Morgan Guaranty Trust Company of New York - Consolidated statement of condition 45 Notes to financial statements 46-79 Selected consolidated quarterly financial data (b), 95 Consolidated average balances and net interest earnings, for the three months ended December 31, 1995 and 1994 110-111 Item 9. Changes in and disagreements with accountants on accounting and financial disclosure (a)
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Part III Page No. * Item 10. Directors and executive officers of the registrant (c) Item 11. Executive compensation (c) Item 12. Security ownership of certain beneficial owners and management (c) Item 13. Certain relationships and related transactions (c) Part IV Item 14. Exhibits, financial statement schedules, and reports on Form 8-K 1. Financial statements have been included in Item 8. 2. Financial statement schedules Schedule III - Condensed financial information of J.P. Morgan & Co. Incorporated (parent) 76-78 Exhibits 3a Restated certificate of incorporation, as amended (incorporated by reference to Exhibit 3a to J.P. Morgan's post-effective amendment No. 1 to Form S-3, Registration No. 33-55851) 3b By-laws of J.P. Morgan as amended through December 11, 1991 (incorporated by reference to Exhibit 3b to J.P. Morgan's registration statement on Form S-3, Registration No. 33-49775) 4 Instruments defining the rights of security holders, including indentures. J.P. Morgan hereby agrees to furnish to the Commission, upon request, a copy of any unfiled agreements defining the rights of holders of long-term debt of J.P. Morgan and of all subsidiaries of J.P. Morgan for which consolidated or unconsolidated financial statements are required to be filed. 10a 1992 stock incentive plan, as amended (incorporated by reference to Exhibit 10a to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10b Director stock plan, as amended (incorporated by reference to Exhibit 10b to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10c Deferred compensation plan for directors' fees, as amended (incorporated by reference to Exhibit 10c to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1992, File No, 1-5885) 10d 1989 stock incentive plan, as amended (incorporated by reference to Exhibit 10d to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885)
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5 10e 1987 stock incentive plan, as amended (incorporated by reference to Exhibit 10e to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10f Stock option plan, as amended (incorporated by reference to Exhibit 10f to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10g Incentive compensation plan, as amended (incorporated by reference to Exhibit 10g to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10h Stock option award (incorporated by reference to Exhibit 10h to J.P. Morgan's quarterly report on Form 10-Q for the quarter ended March 31, 1995, File No. 1-5885) 10i 1995 stock incentive plan 10j 1995 executive officer performance plan 12 Statements re computation of ratios (incorporated by reference to Exhibit 12 to J.P. Morgan's amendment No. 2 to Form S-3, Registration No. 33-64193) 13 Annual report to stockholders Only those sections of the annual report to stockholders referenced in the cross-reference index above are incorporated in the report on Form 10-K. 21 Subsidiaries of J.P. Morgan 23 Consent of independent accountants 24 Powers of attorney 27 Financial data schedule Other schedules and exhibits are omitted because the required information either is not applicable or is shown in the financial statements or the notes thereto. Reports on Form 8-K Report on Form 8-K dated October 12, 1995, was filed with the Securities and Exchange Commission during the quarter ended December 31, 1995, which reported the issuance by J.P. Morgan of a press release reporting its earnings for the three- and nine-month periods ended September 30, 1995. In addition, Form 8-K dated December 13, 1995, was filed announcing a dividend increase and stock repurchase program, and Form 8-K dated December 14, 1995, was filed announcing that Michael E. Patterson had been named a vice chairman of J.P. Morgan. * Refers to pages appearing in the J.P. Morgan & Co. Incorporated Annual report to stockholders for the year ended December 31, 1995. Such annual report was mailed to stockholders and a copy is attached hereto as Exhibit 13. The aforementioned pages are incorporated herein by reference in accordance with General Instruction G to Form 10-K. This document shall be deemed to have been "filed" only to the extent of the material incorporated herein by reference.
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(a) Nothing to report. (b) Fourth quarter 1995 results are incorporated by reference to the report on Form 8-K dated January 11, 1996, filed with the Securities and Exchange Commission. (c) Incorporated by reference to the definitive Proxy Statement dated March 25, 1996.
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SIGNATURES __________ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on March 25, 1996, on its behalf by the undersigned, thereunto duly authorized. (Registrant) J.P. MORGAN & CO. INCORPORATED By (SIGNATURE) /s/ RACHEL F. ROBBINS ____________________________ (Name and Rachel F. Robbins, Secretary Title) Date March 25, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 25, 1996, by the following persons on behalf of the registrant in the capacities indicated. By (SIGNATURE) s/JOHN A. MAYER JR. _______________________________________ (Name and John A. Mayer Jr., Chief Financial Officer Title) (Principal financial officer) By (SIGNATURE) s/DAVID H. SIDWELL _______________________________________ (Name and David H. Sidwell, Managing Director and Title) Controller (Principal accounting officer) By (SIGNATURE) s/DOUGLAS A. WARNER III * ____________________________________________ (Name and Douglas A. Warner III, Chairman of the Board Title) and Director (Principal executive officer) By (SIGNATURE) s/RILEY P. BECHTEL * __________________________ (Name and Riley P. Bechtel, Director Title) By (SIGNATURE) s/MARTIN FELDSTEIN * __________________________ (Name and Martin Feldstein, Director Title) By (SIGNATURE) s/HANNA H. GRAY * _______________________ (Name and Hanna H. Gray, Director Title) By (SIGNATURE) s/JAMES R. HOUGHTON * ___________________________ (Name and James R. Houghton, Director Title) By (SIGNATURE) s/JAMES L. KETELSEN * ___________________________ (Name and James L. Ketelsen, Director Title)
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By (SIGNATURE) s/WILLIAM S. LEE * ________________________ (Name and William S. Lee, Director Title) By (SIGNATURE) s/ROBERTO G. MENDOZA * ______________________________________________ (Name and Roberto G. Mendoza, Vice Chairman of the Board Title) and Director By (SIGNATURE) s/MICHAEL E. PATTERSON * ______________________________________________ (Name and Michael E. Patterson, Vice Chairman of the Title) Board and Director By (SIGNATURE) s/LEE R. RAYMOND * ________________________ (Name and Lee R. Raymond, Director Title) By (SIGNATURE) s/RICHARD D. SIMMONS * ____________________________ (Name and Richard D. Simmons, Director Title) By (SIGNATURE) s/KURT F. VIERMETZ * ____________________________________________ (Name and Kurt F. Viermetz, Vice Chairman of the Board Title) and Director By (SIGNATURE) s/DENNIS WEATHERSTONE * ____________________________ (Name and Dennis Weatherstone, Director Title) By (SIGNATURE) s/DOUGLAS C. YEARLEY * ____________________________ (Name and Douglas C. Yearley, Director Title) * By s/MARGARET M. FORAN ______________________ Margaret M. Foran (Attorney-in-fact)
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1 LIST OF EXHIBITS 3a. Restated certificate of incorporation, as amended (incorporated by reference to Exhibit 3a to J.P. Morgan's post-effective amendment No. 1 to Form S-3, Registration No. 33-55851) 3b. By-laws of J.P. Morgan as amended through December 11, 1991 (incorporated by reference to Exhibit 3b to J.P. Morgan's registration statement on Form S-3, Registration No. 33-49775) 4. Instruments defining the rights of security holders, including indentures. J.P. Morgan hereby agrees to furnish to the Commission, upon request, a copy of any unfiled agreements defining the rights of holders of long-term debt of J.P. Morgan and of all subsidiaries of J.P. Morgan for which consolidated or unconsolidated financial statements are required to be filed. 10a. 1992 Stock incentive plan, as amended (incorporated by reference to Exhibit 10a to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10b. Director stock plan, as amended (incorporated by reference to Exhibit 10b to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10c. Deferred compensation plan for directors' fees, as amended (incorporated by reference to Exhibit 10c to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1992, File No. 1-5885) 10d. 1989 stock incentive plan, as amended (incorporated by reference to Exhibit 10d to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10e. 1987 stock incentive plan, as amended (incorporated by reference to Exhibit 10e to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10f. Stock option plan, as amended (incorporated by reference to Exhibit 10f to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10g. Incentive compensation plan, as amended (incorporated by reference to Exhibit 10g to J.P. Morgan's annual report on Form 10-K for the year ended December 31, 1994, File No. 1-5885) 10h. Stock option award (incorporated by reference to Exhibit 10h to J.P. Morgan's quarterly report on Form 10-Q for the quarter ended March 31, 1995, File No. 1-5885) 10i. 1995 stock incentive plan 10j. 1995 executive officer performance plan 12. Statements re computation of ratios (incorporated by reference to Exhibit 12 to J.P. Morgan's amendment No. 2 to Form S-3, Registration No. 33-64193) 13. The J.P. Morgan & Co. Incorporated Annual report to stockholders (Pages 6-38, 40-90, 93-95, 99-101). This document shall be deemed to have been "filed" only to the extent of the material incorporated herein by reference. 21. Subsidiaries of J.P. Morgan 23. Consent of independent accountants 24. Powers of attorney 27. Financial data schedule

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K’ Filing    Date First  Last      Other Filings
Filed on:3/25/9627
2/29/962
1/11/9668-K
For Period End:12/31/9515
12/14/9558-K
12/13/955424B2,  8-K
10/12/9558-K
9/30/95510-Q
3/31/955910-Q,  13F-E
12/31/943910-K405
12/31/9249
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