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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 1997
J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-2625764
(State or other jurisdiction of 1-5885 (IRS Employer
incorporation) (Commission File No.) Identification No.)
60 Wall Street
New York, NY 10260-0060
(Address of principal executive offices)
(212) 483-2323
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On February 21, 1996, J.P. Morgan & Co. Incorporated, a Delaware
corporation (the "Registrant"), and J.P. Morgan Index Funding Company, LLC,
a Delaware limited liability company (the "Company"), filed with the
Securities and Exchange Commission (the "SEC") a registration statement
(Registration Nos. 333-01121 and 333- 01121-01) (the "Registration
Statement") relating to the issuance by the Company of commodity-indexed
preferred securities which are guaranteed to a certain extent by the
Registrant. The Registration Statement was amended by pre-effective
amendment number 1 filed with the SEC on April 15, 1996, pre-effective
amendment number 2 filed with the SEC on May 15, 1996, post-effective
amendment number 1 filed with the SEC on October 2, 1996, and
post-effective amendment number 2 filed with the SEC on November 18, 1996.
The Registrant hereby amends the following exhibits to the Registration
Statement: Exhibit 3(b), the Amended and Restated Limited Liability Company
Agreement of the Company; Exhibit 4(a)(1), the Form of Certificate of
Securities for Preferred Securities (included in Exhibit 3(b)); Exhibit
4(b), the Form of Guarantee Agreement; Exhibit 4(c), the Form of Related
Note Guarantee Agreement; Exhibit 4(d), the Form of Related Note; and
Exhibit 4(g), the Form of Certificate for Securities for Preferred
Securities (included in Exhibit 3(b)), in each case as attached hereto and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of Businesses Acquired:
None.
(b) Pro Forma Financial Information:
None.
(c) Exhibits:
Exhibit No. Description
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Exhibit 3(b) -- Amended and Restated Limited Liability Company
Agreement of J.P. Morgan Index Funding Company, LLC.
Exhibit 4(a)(1) -- Form of Certificate of Securities for Preferred
Securities (included in Exhibit 3(b)).
Exhibit 4(b) -- Form of Guarantee Agreement.
Exhibit 4(c) -- Form of Related Note Guarantee Agreement.
Exhibit 4(d) -- Form of Related Note.
Exhibit 4(g) -- Form of Certificate for Securities for Preferred
Securities (included in Exhibit 3(b)).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
J.P. MORGAN & CO. INCORPORATED
Date: September 11, 1997
By:
/s/ Gene A. Capello
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Name: Gene A. Capello
Title: Vice President and Assistant
General Counsel
Exhibit Index
The following exhibits are filed herewith:
Exhibit No. Description
Exhibit 3(b) -- Amended and Restated Limited Liability Company
Agreement of J.P. Morgan Index Funding Company,
LLC.
Exhibit 4(a)(1) -- Form of Certificate of Securities for Preferred
Securities (included in Exhibit 3(b)).
Exhibit 4(b) -- Form of Guarantee Agreement.
Exhibit 4(c) -- Form of Related Note Guarantee Agreement.
Exhibit 4(d) -- Form of Related Note.
Exhibit 4(g) -- Form of Certificate for Securities for Preferred
Securities (included in Exhibit 3(b)).