Filed pursuant to Rule 424(b)(2).
Registration Statement No. 33-55851.
(To Prospectus dated November 10, 1994)
J.P. Morgan & Co. Incorporated
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, September8, 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
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
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
Description of the Notes............................... S-3
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
Legal Opinions.......................................... 25
S-2DESCRIPTION OF THE NOTESThe 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 March8, 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
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
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.
The "Calculation Date" pertaining to an Interest Period
will be the Business Day preceding the relevant Interest Payment
"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.
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
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
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.
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
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
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.