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Morgan J P & Co Inc – ‘10-K’ for 12/31/96

As of: Monday, 3/24/97 · For: 12/31/96 · Accession #: 950123-97-2398 · File #: 1-05885

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

 3/24/97  Morgan J P & Co Inc               10-K       12/31/96    8:508K                                   RR Donnelley/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         10     46K 
 2: EX-10.I     1995 Stock Incentive Plan as Amended                  16     57K 
 3: EX-12       Statements Re Computation of Ratios                    2     18K 
 4: EX-13       Annual Report to Stockholders                        113    662K 
 5: EX-21       Subsidiaries of J.P. Morgan                            8     29K 
 6: EX-23       Consent of Independent Accountants                     1      8K 
 7: EX-24       Powers of Attorney                                    14     35K 
 8: EX-27       Financial Data Schedule                                2±    13K

10-K — Annual Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain relationships and related transactions (c) Changes in and disagreements with accountants on accounting and financial disclosure (a) Directors and executive officers of the registrant (c) Executive compensation (c) Exhibits, financial statement schedules, and reports on Form 8-K Legal proceedings (a) Management's discussion and analysis of financial condition and results of operations 2-32 Market for registrant's common equity and related stockholder matters 77-79,93 Security ownership of certain beneficial owners and management (c) Selected financial data 78-79 Submission of matters to a vote of security holders (a)
1	1st Page - Filing Submission
3	Item 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 77-79,93
"	Item 6. Selected financial data 78-79
"	Item 7. Management's discussion and analysis of financial condition and results of operations 2-32
"	Item 9. Changes in and disagreements with accountants on accounting and financial disclosure (a)
4	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)
"	Item 14. Exhibits, financial statement schedules, and reports on Form 8-K

10-K 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 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, 1996

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 of                            (I.R.S. Employer     
incorporation or organization)                           Identification No.)  

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:

                                                                [Download Table]

                                                  Name of each exchange on
Title of each class                               which registered        
-------------------                               ------------------------
                                                                          
Common Stock, $2.50 Par Value                     New York Stock Exchange 

Adjustable Rate Cumulative Preferred              New York Stock Exchange 
  Stock, Series A, No Par Value,                                          
  Stated Value $100                                                       

Depositary shares representing a one-             New York Stock Exchange 
  tenth interest in 6 5/8% Cumulative                                     
  Preferred Stock, Series H, No Par                                       
  Value, Stated Value $500                                                

4 3/4% Convertible Debentures due 1998            New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act: NONE

10-K 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
         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 $19,344,804,150 at February 28, 1997.                       

       The number of shares outstanding of J.P. Morgan's Common Stock, $2.50
Par Value, at February 28, 1997, totaled 184,236,230 shares.                    

 DOCUMENTS INCORPORATED BY REFERENCE

         J.P. Morgan's Annual report to Stockholders for the year ended December
31, 1996, 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 24, 1997, 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
 -------------------------------

                                                                [Download Table]

Part I                                                        Page No. *    
                                                                            
Item 1.  Business                                                           
           Description of business                            2-10, 97-100  
           Number of employees                                78            
           Financial information about foreign and domestic                 
             operations                                       73, 86-88     
           Distribution of assets, liabilities, and                         
             stockholders' equity; interest rates and                       
             interest differential                            80-82         
           Investment portfolio                               46-49         
           Loan portfolio                                     41,56-57,83-88
           Summary of loan loss experience                    85-87         
           Deposits                                           80-82,91      
           Return on equity and assets                        78-79         
           Short-term borrowings                              92            

Item 2.  Properties                                           100           

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                                77-79,93      

Item 6.  Selected financial data                              78-79         

Item 7.  Management's discussion and analysis of financial                  
           condition and results of operations                2-32          

Item 8.  Financial statements and supplementary data                        
           Report of independent accountants                  34            
           J.P. Morgan & Co. Incorporated                                   
             Consolidated statement of income                 35            
             Consolidated balance sheet                       36            
             Consolidated statement of changes in                           
               stockholders' equity                           37            
             Consolidated statement of cash flows             38            
         Morgan Guaranty Trust Company of New York -                        
           Consolidated statement of condition                39            
         Notes to financial statements                        40-77         
         Selected consolidated quarterly financial data       (b)93         

Item 9.  Changes in and disagreements with accountants                      
           on accounting and financial disclosure             (a)           

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                                                        [Enlarge/Download Table]

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)                   74-76     

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 April 10, 1996
                   (incorporated by reference to Exhibit 3b to J.P. Morgan's
   report on Form 8-K, dated April 11, 1996)

          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)                               

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               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, as amended       

            10j.  1995 executive officer performance plan (incorporated by
                    reference to Exhibit 10j to J.P. Morgan's annual report on
                  Form 10-K for the year ended December 31, 1995, File No.
1-5885)                               

12.  Statements re computation of ratios        

              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 consolidated
financial statements or the notes thereto.                    

Reports on Form 8-K                             

             Report on Form 8-K dated October 10, 1996, was filed with the
           Securities and Exchange Commission during the quarter ended
                December 31, 1996, 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, 1996. In addition, Form
            8-K dated December 11, 1996, was filed announcing a dividend
               increase, a stock repurchase program, and that John A. Krol had
               been elected a director of both J.P. Morgan and Morgan Guaranty
effective January 1, 1997.                      

      *Refers to pages appearing in the J.P. Morgan & Co. Incorporated
         annual report to stockholders for the year ended December 31, 1996.
          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 1996 results are incorporated by reference to the     
          report on Form 8-K dated January 13, 1997, filed with the Securities
and Exchange Commission.                                  

(c)        Incorporated by reference to the definitive Proxy Statement dated    
March 24, 1997.                                           

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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   
24, 1997, on its behalf by the undersigned, thereunto duly authorized.          

(Registrant)                     J.P. MORGAN & CO. INCORPORATED                 

By (SIGNATURE)                   /s/ RACHEL F. ROBBINS                          
               -----------------------------
(Name and Title)                 Rachel F. Robbins                              
Secretary     

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 24, 1997, by the following persons on behalf of  
the registrant in the capacities indicated.                                     

By (SIGNATURE)                   /s/ JOHN A. MAYER JR.                          
               -----------------------------
(Name and Title)                 John A. Mayer Jr.                              
         Chief Financial Officer
               (Principal financial officer)

By (SIGNATURE)                   /s/ DAVID H. SIDWELL                           
               -----------------------------
(Name and Title)                 David H. Sidwell                               
                  Managing Director and Controller
                (Principal accounting officer)

By (SIGNATURE)                   /s/ DOUGLAS A. WARNER III *                    
               -----------------------------
(Name and Title)                 Douglas A. Warner III                          
                    Chairman of the Board and Director
               (Principal executive officer)

By (SIGNATURE)                   /s/ RILEY P. BECHTEL *                         
               -----------------------------
(Name and Title)                 Riley P. Bechtel, Director                     

By (SIGNATURE)                   /s/ MARTIN FELDSTEIN *                         
               -----------------------------
(Name and Title)                 Martin Feldstein, Director                     

By (SIGNATURE)                   /s/ HANNA H. GRAY *                            
               -----------------------------
(Name and Title)                 Hanna H. Gray, Director                        

By (SIGNATURE)                   /s/ JAMES R. HOUGHTON *                        
               -----------------------------
(Name and Title)                 James R. Houghton, Director                    

By (SIGNATURE)                   /s/ JAMES L. KETELSEN *                        
               -----------------------------
(Name and Title)                 James L. Ketelsen, Director                    

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By (SIGNATURE)                   /s/ JOHN A. KROL *                             
               -----------------------------
(Name and Title)                 John A. Krol, Director                         

By (SIGNATURE)                   /s/ ROBERTO G. MENDOZA *                       
               -----------------------------
(Name and Title)                 Roberto G. Mendoza                             
                         Vice Chairman of the Board and Director

By (SIGNATURE)                   /s/ MICHAEL E. PATTERSON *                     
               -----------------------------
(Name and Title)                 Michael E. Patterson                           
                         Vice Chairman of the Board and Director

By (SIGNATURE)                   /s/ LEE R. RAYMOND *                           
               -----------------------------
(Name and Title)                 Lee R. Raymond, Director                       

By (SIGNATURE)                   /s/ RICHARD D. SIMMONS *                       
               -----------------------------
(Name and Title)                 Richard D. Simmons, Director                   

By (SIGNATURE)                   /s/ KURT F. VIERMETZ *                         
               -----------------------------
(Name and Title)                 Kurt F. Viermetz                               
                         Vice Chairman of the Board and Director

By (SIGNATURE)                   /s/ DENNIS WEATHERSTONE *                      
               -----------------------------
(Name and Title)                 Dennis Weatherstone, Director                  

By (SIGNATURE)                   /s/ DOUGLAS C. YEARLEY *                       
               -----------------------------
(Name and Title)                 Douglas C. Yearley, Director                   

* By /s/ JAMES C.P. BERRY                                                       
--------------------------                                            
James C.P. Berry                                                      
(Attorney-in-fact)                                                    

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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 April 10, 1996        
              (incorporated by reference to Exhibit 3b to J.P. Morgan's report
on Form 8-K, dated April 11, 1996)                

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, as amended                            

10j.           1995 executive officer performance plan (incorporated by         
             reference to Exhibit 10j to J.P. Morgan's annual report on Form
         10-K for the year ended December 31, 1995, File No. 1-5885)

12.           Statements re computation of ratios                             

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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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

Filed on:	3/24/97	2	7
	2/28/97	2
	1/13/97	6		8-K
	1/1/97	5
For Period End:	12/31/96	1	5	13F-E
	12/11/96	5		8-K
	10/10/96	5		8-K
	9/30/96	5		10-Q, 13F-E
	4/11/96	4	9	8-K
	4/10/96	4	9
	12/31/95	5	9	10-K
	3/31/95	5	9	10-Q, 13F-E
	12/31/94	4	9	10-K405
	12/31/92	4	9
				List all Filings

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Filing Submission 0000950123-97-002398 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Morgan J P & Co Inc – ‘10-K’ for 12/31/96

As of: Monday, 3/24/97 · For: 12/31/96 · Accession #: 950123-97-2398 · File #: 1-05885

Previous ‘10-K’: ‘10-K’ on 3/25/96 for 12/31/95 · Next: ‘10-K’ on 3/9/98 for 12/31/97 · Latest: ‘10-K’ on 3/8/00 for 12/31/99

Annual Report — Form 10-KFiling Table of Contents

10-K — Annual ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K
Filing Table of Contents

10-K — Annual Report
Document Table of Contents