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Morgan J P & Co Inc – ‘424B2’ on 3/3/95

As of:  Friday, 3/3/95   ·   Accession #:  68100-95-245   ·   File #:  33-55851

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

 3/03/95  Morgan J P & Co Inc               424B2                  1:23K

Prospectus   —   Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus Supplement to Prospectus Dated 11/10/94     7     39K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"J.P. Morgan & Co. Incorporated
3Description of the Notes
"Interest and Maturity
5Same-Day Settlement and Payment
"Underwriting
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Filed pursuant to Rule 424(b)(2). Registration Statement No. 33-55851. Prospectus Supplement (To Prospectus dated November 10, 1994) J.P. Morgan & Co. Incorporated $290,000,000 Floating Rate Notes Due March 8, 1996 Interest payable June 8, September 8, December 8 and March 8 Interest on the Notes is payable quarterly on June 8, 1995, September 8, 1995, December 8, 1995 and March 8, 1996. The Notes will mature on March 8, 1996 and are not redeemable prior to their stated maturity. See "Description of the Notes". The interest rate on the Notes will be subject to daily adjustments, as described herein, and will be equal to 10 basis points (0.10%) above the Average Federal Funds Rate, determined as described herein. Interest will be computed on the basis of a 360 day year and the actual number of days in the applicable Interest Period. See "Description of the Notes - Interest and Maturity". The Notes will be represented by Global Securities registered in the name of the nominee of The Depository Trust Company, which will act as the Depository. Interests in the Notes represented by Global Securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depository and its direct and indirect participants. Except as described herein, Notes in definitive form will not be issued. Settlement for the Notes will be made in immediately available funds. The Notes will trade in the Depository's Same-Day Funds Settlement System and secondary market trading activity for the Notes will therefore settle in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds or the equivalent. See "Description of the Notes - Same-Day Settlement and Payment". The Notes 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 OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Underwriter proposes to offer the Notes from time to time for sale in one or more negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, in each case plus accrued interest, if any, from March 8, 1995. The Underwriter has agreed to purchase the Notes at 99.955% of their principal amount ($289,869,500 aggregate proceeds to the Company before deducting expenses payable by the Company), plus accrued interest, if any, from March 8, 1995. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933 as amended. See "Underwriting". The Notes are offered, subject to prior sale, when, as and if accepted by the Underwriter and subject to the approval of certain legal matters by counsel for the Underwriter. It is expected that delivery of the Notes will be made through the facilities of The Depository Trust Company on or about March 8, 1995 against payment therefor in immediately available funds. J.P. Morgan Securities Inc. March 2, 1995
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S-1 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus Supplement or the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the Underwriter. This Prospectus Supplement and the Prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate or any offer to sell or the solicitation of any offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus Supplement or the Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information herein is correct as of any time subsequent to its date. TABLE OF CONTENTS Prospectus Supplement Page Description of the Notes............................... S-3 Underwriting........................................... S-5 Prospectus Available Information................................... 2 Incorporation of Certain Documents by Reference......... 2 J.P. Morgan & Co. Incorporated.......................... 2 Consolidated Ratio of Earnings to Fixed Charges......... 4 Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends......................... 5 Use of Proceeds......................................... 5 Description of J.P. Morgan Debt Securities.............. 5 Description of Debt Warrants............................ 12 Description of Series Preferred Stock................... 13 Depository Shares....................................... 17 Description of Preferred Stock Warrants................. 19 Description of Currency Warrants........................ 20 Risk Factors Relating to Currency Warrants.............. 21 Description of Capital Stock............................ 22 Plan of Distribution.................................... 23 Experts................................................. 25 Legal Opinions.......................................... 25
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S-2 DESCRIPTION OF THE NOTES The Company's Floating Rate Notes Due March 8, 1996 offered hereby (the "Notes") will be limited to $290,000,000 aggregate principal amount and will mature on March 8, 1996. The Notes may not be redeemed prior to stated maturity and are not entitled to any sinking fund. The Notes will be issued pursuant to an Indenture (the "Indenture") dated as of August 15, 1982, as amended by the First Supplemental Indenture dated as of May 5, 1986, between the Company and Chemical Bank (formerly Manufacturers Hanover Trust Company), as Trustee. The Notes constitute a single series of Debt Securities under the Indenture. First Trust of New York, National Association is the Principal Paying Agent, Transfer Agent and Registrar for the Notes. Reference should be made to the Prospectus for description of other terms of the Notes. See "Description of J.P. Morgan Debt Securities". Defined terms used in this Prospectus Supplement have the meanings ascribed to them in the Prospectus. Interest and Maturity The Notes will mature on March 8, 1996 and will not be subject to redemption by the Company prior to maturity. The Notes will bear interest from March 8, 1995 and be payable quarterly in arrears on June 8, 1995, September 8, 1995, December 8, 1995 and March 8, 1996 (each an "Interest Payment Date") to the persons in whose names the Notes are registered at the close of business on the fifteenth calendar day prior to the Interest Payment Date (each a "Record Date"). The principal of the Notes, together with the interest accrued and unpaid thereon, is due in full on March 8, 1996 (the "Maturity Date"). In any case in which an Interest Payment Date or the Maturity Date is not a Business Day, the Interest Payment Date or Maturity Date, as the case may be, will become the next succeeding Business Day. The term "Business Day" shall mean any day other than a Saturday or Sunday or a day on which banking institutions in New York City are authorized or required by law or executive order to close. The "Interest Period" with respect to a Note is each successive period from and including an Interest Payment Date in respect of such Note up to but excluding the next succeeding Interest Payment Date, except that the initial Interest Period commences on March 8, 1995. The interest rate for each Interest Period will be determined by the Calculation Agent (defined below) in accordance with the following provisions: The interest rate for each Interest Period will be equal to 10 basis points (0.10%) above the Average Federal Funds Rate (as defined below). Interest will be computed on the basis of a 360 day year and the actual number of days in the applicable Interest Period. The Average Federal Funds Rate for an Interest Period will be the arithmetic mean, as determined by the Calculation Agent, of the appropriate daily "Federal Funds Rate" for each day in such Interest Period. The "Federal Funds Rate" to be applied to any day in an Interest Period means the Federal Funds Effective Rate for the next preceding Business Day (the "Interest Determination Date") as set forth on Telerate Screen Page 120 (defined below) or, if not so set forth, then the Federal Funds Rate will be the rate on such Interest Determination Date for Federal Funds as published by the Board of Governors of the Federal Reserve System in H.15 (519) under the heading "Federal Funds (Effective)" or, if not so published by 9:00 a.m., New York City time, on the Calculation Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published by the Federal Reserve Bank of New York in Composite Quotations (defined below) under the heading "Federal Funds/Effective Rate." If such rate is not yet published in Composite Quotations by 3:30 p.m., New York City time, on the Calculation Date, then the Federal Funds Rate will be the arithmetic mean, as calculated by the Calculation Agent, of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent after consultation with the Bank as of 11:00 a.m., New York City time, on such Interest Determination Date; provided that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate mentioned in this sentence, the rate of interest will be the rate of interest in effect on such Interest Determination Date.
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S-3 The "Calculation Date" pertaining to an Interest Period will be the Business Day preceding the relevant Interest Payment Date. "Telerate Screen Page 120" means the display designated as page "120" on the Dow Jones Telerate Service (or such other page as may replace that page on that service for the purpose of displaying the Federal Funds Effective Rate on a daily basis). "Composite Quotations" means the daily statistical release designated as Composite 3:30 p.m. Quotations for U.S. Government Securities or any successor publication, published by the Federal Reserve Bank of New York. All percentages resulting form any calculations on the Notes will be rounded, if necessary, to the nearest one hundred- thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g. 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward). The Company has agreed that, so long as any of the Notes remain outstanding, it will maintain under appointment an agent (the "Calculation Agent"), initially the New York branch of Morgan Guaranty Trust Company of New York, to calculate the rate of interest payable on the Notes in respect of each Interest Period. If the Calculation Agent is unable or unwilling to continue to act as such, or is the Calculation Agent fails to establish the applicable rate of interest for any Interest Period, or if the Company removes the Calculation Agent, the Company will appoint the office of another bank to act as the Calculation Agent. Morgan Guaranty Trust Company of New York is an affiliate of the Company. Book-Entry System The Notes initially will be represented by one or more global securities (the "Global Securities") deposited with The Depository Trust Company ("DTC") and registered in the name of nominee of DTC. Except as set forth below, the Notes will be available for purchase in denominations of $1,000 and integral multiples thereof in book- entry form only. The term "Depository" refers to DTC or any successor depository. DTC has advised the Company and the Underwriter as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities of persons who have accounts with DTC ("participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (including the Underwriter), banks, trust companies, clearing corporations and certain other organizations, some of which (and/or their representatives) own DTC. Access to DTI's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Upon the issuance by the Company of Notes represented by the Global Securities, the Depository or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Securities to the accounts of participants. The accounts to be credited shall be designated by the Underwriter. Ownership of beneficial interests in Notes represented by the Global Securities will be limited to participants or persons that hold interests through participants. Ownership of such beneficial interests in Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to interests of participants in Depository), or by participants in the Depository or persons that may hold interests through such participants (with respect to persons other than participants in the Depository). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in Notes represented by Global Securities. So long as the Depository for a Global Security, or its nominee, is the registered owner of such Global Security, the Depository or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in Notes represented by Global Securities will not be entitled to receive physical delivery of Notes in definitive form and will not be considered the owners or holders thereof under the Indenture. Unless and until the Global Securities are exchanged in whole or in part for individual certificates evidencing the Notes represented thereby, such Global Securities may not be transferred except as a whole by the Depository for such Global Securities to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee of such Depository to a successor Depository or any nominee of such successor Depository.
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S-4 Payments of principal of and interest on the Notes represented by Global Securities registered in the name of the Depository or its nominee will be made by the Company through the Paying Agent to the Depository or its nominee, as the case may be, as the registered owner of the Notes represented by such Global Securities. The Company has been advised that the Depository or its nominee, upon receipt of any payment of principal or interest in respect of the Notes represented by Global Securities, will credit immediately the accounts of the related participants with payment in amounts proportionate to their respective beneficial interest in the Notes represented by the Global Securities as shown on the record of the Depository. The Company expects that payments by participants to owners of beneficial interests in the Notes represented by the Global Securities will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." Such payments will be the responsibility of such participants. If the Depository is at any time unwilling or unable to continue as Depository and a successor Depository is not appointed by the Company within 90 days, the Company will issue individual Notes in definitive form in exchange for the Global Securities. In addition, the Company may at any time and in its sole discretion determine not to have Global Securities, and, in such event, will issue individual Notes in definitive form in exchange for Global Securities. In either instance, the Company will issue Notes in definitive form, equal in aggregate principal amount to the Global Securities, in such names and in such principal amounts as the Depository shall request. Notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons. Neither the Company, the Trustee, any Paying Agent nor the registrar for the Notes will have any responsibility or liability for any aspect of the record relating to or payments made on account of beneficial ownership interests in the Notes represented by such Global Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Same-Day Settlement and Payment Settlement for the Notes will be made by the Underwriter in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds or the equivalent, so long as the Depository continues to make its Same-Day Funds Settlement System available to the Company. Secondary trading in long-term notes and debentures or corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, the Notes will trade in the Depository's Same-Day Funds Settlement System, and secondary market trading activity in the Notes will therefore be required by the Depository to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediate available funds on trading activity in the Notes. UNDERWRITING Under the terms and subject to the conditions contained in the Underwriting Agreement, dated the date hereof, J.P. Morgan Securities Inc. (the "Underwriter") has agreed to purchase, and the Company has agreed to sell, the Notes offered hereby. The Company is obligated to sell, and the Underwriter is obligated to purchase, all of the Notes offered hereby if any are purchased.
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S-5 The Underwriter proposes to offer the Notes from time to time for sale in one or more negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of any Notes, the Underwriter may be deemed to have received an underwriting discount equal to the difference between the amount received by the Underwriter upon the sale of such Notes and the price at which the Underwriter purchased such Notes from the Company. In addition, the Underwriter may sell Notes to certain securities dealers at the offering price less a concession not in excess of .003% of the principal amount of the Notes. The Underwriter may allow, and such dealer may reallow, a discount not to exceed .002% of the principal amount of the Notes to certain brokers. The Company has agreed to indemnify the Underwriter against certain liabilities including liabilities under the Securities Act of 1933, as amended. The Notes are a new issue of securities with no established trading market. The Company has been advised by the Underwriter that they may from time to time purchase and sell Notes in the secondary market, but that they are not obligated to do so. No assurance can be given that there will be a secondary market for the Notes. The Notes will not be listed on any securities exchange. J.P. Morgan Securities Inc. ("JPMSI") is an indirect wholly- owned subsidiary of the Company. The participation of JPMSI in the offer and sale of the Notes complies with the requirements of Schedule E of the By-laws of the National Association of Securities Dealers, Inc. (the "NASD") regarding underwriting of securities of an affiliate and complies with any restrictions imposed on JPMSI by the Board of Governors of the Federal Reserve System. In addition, each NASD member participating in offers and sales of the Notes will not execute a transaction in the Notes in a discretionary account without the prior written specific approval of the member's customer.
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S-6

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘424B2’ Filing    Date First  Last      Other Filings
3/8/9613SC 13G/A
12/8/9513SC 13G,  SC 13G/A
9/8/9513SC 13G/A
6/8/9513
3/8/9513
Filed on:3/3/95
3/2/951
11/10/941SC 13G,  SC 13G/A
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Filing Submission 0000068100-95-000245   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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