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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 1998
Merrill Lynch Preferred Capital Trust II
(Exact name of Registrant as specified in its certificate of trust)
Commission File No.: 1-7182-04
Delaware 13-7108354
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
8% Trust Originated Preferred New York Stock Exchange
Securities ("TOPrS")
(and the related guarantee)
Securities registered pursuant to Section 12(g) of the Act: None
Merrill Lynch Preferred Funding II, L.P.
(Exact name of Registrant as specified in its certificate of limited
partnership)
Commission File No.: 1-7182-03
Delaware 13-3926165
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
8% Partnership Preferred Securities New York Stock Exchange
(and the related guarantee)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such 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 the Registrants' 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. |X|
As of March 23, 1999, no voting stock was held by non-affiliates of the
Registrants.
Documents Incorporated By Reference:
Prospectus, dated February 4, 1997, filed pursuant to Rule 424(b) in connection
with Registration Statement on Form S-3 (No. 333-20137) filed by the Registrants
and Merrill Lynch & Co., Inc. -- Incorporated by reference in Part I
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<PAGE>
PART I
ITEM 1. Business
Merrill Lynch Preferred Capital Trust II
Merrill Lynch Preferred Capital Trust II (the "Trust") is a statutory
business trust formed under the Delaware Business Trust Act, as amended,
pursuant to a declaration of trust and the filing of a certificate of trust with
the Secretary of State on January 16, 1997, which was subsequently amended by an
amended and restated declaration of trust dated as of February 4, 1997. The
Trust exists for the exclusive purposes of (i) issuing trust securities,
consisting of 8% Trust Originated Preferred Securities (the "TOPrS") and trust
common securities (the "Trust Common Securities"), representing undivided
beneficial ownership interests in the assets of the Trust, (ii) investing the
gross proceeds of the trust securities in 8% Partnership Preferred Securities
(the "Partnership Preferred Securities") issued by Merrill Lynch Preferred
Funding II, L.P. (the "Partnership"), and (iii) engaging in only those other
activities necessary or incidental thereto.
Merrill Lynch Preferred Funding II, L.P.
The Partnership is a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act, as amended, pursuant to an agreement of limited
partnership and the filing of a certificate of limited partnership with the
Secretary of State on January 16, 1997, which was subsequently amended by an
amended and restated agreement of limited partnership dated February 6, 1997.
Merrill Lynch & Co., Inc. (the "Company") is the sole general partner of the
Partnership. The Partnership is managed by the general partner and exists for
the exclusive purposes of (i) issuing its partnership interests, consisting of
the Company's general partner interest and the Partnership Preferred Securities,
(ii) investing the proceeds thereof in certain eligible securities of the
Company and wholly owned subsidiaries of the Company (the "Affiliate Investment
Instruments") and certain eligible debt securities, and (iii) engaging in only
those other activities necessary or incidental thereto.
The information set forth under the headings "Merrill Lynch Preferred
Capital Trust II", "Merrill Lynch Preferred Funding II, L.P.", "Description of
the Trust Preferred Securities", "Description of the Trust Guarantee",
"Description of the Partnership Preferred Securities", "Description of the
Partnership Guarantee", and "Use of Proceeds" in the Prospectus dated February
4, 1997 of the Trust and the Partnership is incorporated by reference herein.
ITEM 2. Properties
Not Applicable.
ITEM 3. Legal Proceedings
The Registrants know of no material legal proceedings involving the Trust,
the Partnership or the assets of either of them.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of holders of any securities of the
Trust or the Partnership during the fiscal year covered by this report.
PART II
ITEM 5. Market for Registrants' Common Equity and Related Stockholder Matters
(a) There is no established public market for the Trust Common Securities
or the general partnership interest in the Partnership.
1
<PAGE>
(b) All of the Trust Common Securities and the entire general partnership
interest in the Partnership are owned of record and beneficially by the Company.
(c) The Company, as holder of the Trust Common Securities, is entitled to
receive cumulative cash distributions accumulating from February 6, 1997 and
payable quarterly in arrears on each March 30, June 30, September 30 and
December 30, commencing March 30, 1997, at an annual rate of 8% of the
liquidation amount per annum. Distributions not paid on the scheduled payment
date will accumulate and compound quarterly at a rate per annum equal to 8%. The
certificate of limited partnership of the Partnership does not require any
regular periodic distributions to be made to the general partner; however, to
the extent that aggregate payments to the Partnership on the Affiliate
Investment Instruments and on certain eligible debt securities exceed
distributions accumulated or payable with respect to the Partnership Preferred
Securities, the Partnership may at times have excess funds which shall be
allocated to and may, in the general partner's sole discretion, be distributed
to the general partner.
ITEM 6. Selected Financial Data
The Registrant's activities are limited to issuing securities and
investing the proceeds as described in ITEM 1. -- Business, above. Accordingly,
the financial statements included herein in response to ITEM 8. -- Financial
Statements and Supplementary Data are incorporated by reference in response to
this item.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Registrant's activities are limited to issuing securities and
investing the proceeds as described in Item 1. -- Business above. Since the
Trust was organized on January 16, 1997, its activities, as specified in its
declaration of trust, have been limited to the issuance of the TOPrS and the
Trust Common Securities, the investing of the proceeds in the Partnership
Preferred Securities, and the payment of distributions on the TOPrS and the
Trust Common Securities in accordance with their terms. Since the Partnership
was organized on January 16, 1997, its activities, as specified in its agreement
of limited partnership, have been limited to the issuance of the Partnership
Preferred Securities, the receipt of a capital contribution from the Company, as
general partner, the investment of the proceeds in Affiliate Investment
Instruments and certain eligible debt securities, and the payment of
distributions on the Partnership Preferred Securities.
As the millennium approaches, Merrill Lynch has undertaken initiatives to
address the Year 2000 problem (the "Y2K problem"). The Y2K problem is the result
of a widespread programming technique that causes computer systems to identify a
date based on the last two numbers of a year, with the assumption that the first
two numbers of the year are "19". As a result, the year 2000 would be stored as
"00," causing computers to incorrectly interpret the year as 1900. Left
uncorrected, the Y2K problem may cause information technology systems (e.g.,
computer databases) and non-information technology systems (e.g., elevators) to
produce incorrect data or cease operating completely. The Trust and the
Partnership have no independent operations and are dependent upon Merrill Lynch.
The Y2K problem, and the steps Merrill Lynch has taken to address this problem,
are more fully discussed in the Merrill Lynch & Co., Inc. Annual Report on Form
10-K for the fiscal year ended December 25, 1998 filed with the Securities and
Exchange Commission.
ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
On February 6, 1997, the Trust invested the gross proceeds from the sale
of the Trust Common Securities and the TOPrS in the Partnership Preferred
Securities (the "Trust Assets"). The Partnership, in turn, invested the proceeds
from the sale of the Partnership Preferred Securities and a capital contribution
from ML & Co. in certain Affiliate Investment Instruments and eligible
securities (the "Partnership Assets"). To the extent the Partnership has funds
available from the Partnership Assets, the general partner of the Partnership
may declare distributions to the Trust, as holder of the Partnership Preferred
Securities. The Trust's ability to pay distributions to the holders of the TOPrS
is dependent on its receipt of distributions on the Trust Assets from the
Partnership. Therefore, upon the receipt by the Partnership of payments from the
Partnership Assets and the distribution thereof to the Trust, the Trust will
pass through such payments to the holders of the TOPrS.
2
<PAGE>
ITEM 8. Financial Statements and Supplementary Data
In response to this ITEM 8, the financial statements and notes thereto and
the independent auditors' reports set forth on pages F-1 through F-15 are
incorporated by reference herein.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosures
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The Trustees of the Trust are as follows:
Regular Trustees: Theresa Lang
Stanley Schaefer
Property Trustee: The Chase Manhattan Bank
Delaware Trustee: Chase Manhattan Bank Delaware
Theresa Lang is Senior Vice President and Treasurer of the Company.
Stanley Schaefer is the Company's Director of Corporate Taxation. Each of them
has served in that or another capacity with the Company for the last five years.
Each Trustee has served since the Trust was organized on January 16, 1997.
The Trustees serve at the pleasure of the Company, as the holder of the Trust
Common Securities.
The Partnership has no directors or executive officers.
ITEM 11. Executive Compensation
Neither the Trust nor the Partnership has any executive officers. No
employee of the Company receives any compensation for serving as a Regular
Trustee or acting in any capacity for the Trust or the Partnership separate from
his or her compensation as an employee of the Company.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information in ITEM 1. - Business and ITEM 5. - Market for
Registrants' Common Equity and Related Stockholder Matters with respect to
ownership of the Trust Common Securities is incorporated by reference in
response to this item.
ITEM 13. Certain Relationships and Related Transactions
None.
3
<PAGE>
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this Report:
1. Financial Statements
The contents of the financial statements are listed on page F-1
hereof, and the financial statements and accompanying independent
auditors' reports appear on pages F-2 through F-15.
2. Financial Statement Schedules
None.
3. Exhibits
Certain of the following exhibits were previously filed as exhibits
to other reports or registration statements filed by the Registrants and
are incorporated herein by reference to such reports or registration
statements as indicated parenthetically below by the appropriate report
reference date or registration statement number.
4.1 Certificate of Trust dated January 16, 1997 of the Trust
(incorporated by reference to Exhibit 4.1 to Registration Statement
on Form S-3 (No. 333-20137) (the "Registration Statement"))
4.2 Amended and Restated Declaration of Trust of the Trust, dated as of
February 4, 1997 (incorporated by reference to Exhibit 4.2 to the
Trust's Quarterly Report on Form 10-Q for the quarter ended March
28, 1997 (File No. 1-7182-04))
4.3 Certificate of Limited Partnership, dated as of January 16, 1997, of
the Partnership (incorporated by reference to Exhibit 4.3 to the
Registration Statement)
4.4 Amended and Restated Agreement of Limited Partnership of the
Partnership (incorporated by reference to Exhibit 4.4 to the
Partnership's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1997 (File No. 1-7182-03))
4.5 Form of Trust Preferred Securities Guarantee Agreement between the
Company and The Chase Manhattan Bank, as guarantee trustee
(incorporated by reference to Exhibit 4.5 to the Registration
Statement)
4.6 Form of Partnership Preferred Securities Guarantee Agreement between
the Company and The Chase Manhattan Bank, as guarantee trustee
(incorporated by reference to Exhibit 4.6 to the Registration
Statement)
4.7 Form of Subordinated Debenture Indenture between the Company and The
Chase Manhattan Bank, as trustee (incorporated by reference to
Exhibit 4.7 to the Registration Statement)
4.8 Form of Affiliate Debenture Guarantee Agreement between the Company
and The Chase Manhattan Bank, as guarantee trustee (incorporated by
reference to Exhibit 4.8 to the Registration Statement)
4.9 Form of Trust Preferred Security (included in Exhibit 4.2 above)
4.10 Form of Partnership Preferred Security (included in Exhibit 4.4
above)
4
<PAGE>
4.11 Form of Subordinated Debenture (incorporated by reference to Exhibit
4.11 to the Registration Statement)
12* Computation of Ratios of Earnings to Combined Fixed Charges and
Preferred Securities Distributions
23* Consent of Deloitte & Touche LLP
24* Powers of Attorney
27* Financial Data Schedules. The Financial Data Schedules to be
contained in Exhibit 27 are required to be submitted only in the
Registrants' electronic filing of this Form 10-K by means of the
EDGAR system.
(b) Reports on Form 8-K
None.
- -------------------
* Filed herewith
5
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ITEM 14(a)(1)
FINANCIAL STATEMENTS PAGE
----
MERRILL LYNCH PREFERRED CAPITAL TRUST II
Balance Sheets, December 25, 1998 and December 26, 1997 F-2
Statements of Earnings, Year Ended December 25, 1998 and
For the Period February 6, 1997 to December 26, 1997 F-3
Statements of Changes in Stockholders' Equity, Year Ended
December 25, 1998 and For the Period February 6, 1997
to December 26, 1997 F-4
Statements of Cash Flows, Year Ended December 25, 1998 and
For the Period February 6, 1997 to December 26, 1997 F-5
Notes to Financial Statements F-6
Independent Auditors' Report F-8
MERRILL LYNCH PREFERRED FUNDING II, L.P.
Balance Sheets, December 25, 1998 and December 26, 1997 F-9
Statements of Earnings, Year Ended December 25, 1998 and
For the Period February 6, 1997 to December 26, 1997 F-10
Statements of Changes in Partners' Capital, Year Ended
December 25, 1998 and For the Period February 6, 1997
to December 26, 1997 F-11
Statements of Cash Flows, Year Ended December 25, 1998 and
For the Period February 6, 1997 to December 26, 1997 F-12
Notes to Financial Statements F-13
Independent Auditors' Report F-15
F-1
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST II
BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
<S> <C> <C>
ASSETS
Investment in partnership preferred securities $309,278,400 $309,278,400
Income receivable 6,185,568 6,185,568
------------ ------------
Total Assets $315,463,968 $315,463,968
============ ============
LIABILITY AND STOCKHOLDERS' EQUITY
Distributions payable $ 6,185,568 $ 6,185,568
------------ ------------
Stockholders' equity:
Preferred securities (8% Trust Originated
Preferred Securities; 12,000,000
authorized, issued, and outstanding;
$25 liquidation amount per security) 300,000,000 300,000,000
Common securities (8% Trust Common Securities;
371,136 authorized, issued, and outstanding;
$25 liquidation amount per security) 9,278,400 9,278,400
------------ ------------
Total stockholders' equity 309,278,400 309,278,400
------------ ------------
Total Liability and Stockholders' Equity $315,463,968 $315,463,968
============ ============
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST II
STATEMENTS OF EARNINGS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR ENDED FEBRUARY 6, 1997 TO
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
<S> <C> <C>
EARNINGS
Income on partnership preferred securities $ 24,742,272 $ 22,268,045
=============== ==============
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST II
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
FOR THE PERIOD
FOR THE YEAR ENDED FEBRUARY 6, 1997 TO
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
PREFERRED SECURITIES
Balance, beginning of period $ 300,000,000 $ --
Issuance of preferred securities -- 300,000,000
------------- -------------
Balance, end of period 300,000,000 300,000,000
------------- -------------
COMMON SECURITIES
Balance, beginning of period 9,278,400 --
Issuance of preferred securities -- 9,278,400
------------- -------------
Balance, end of period 9,278,400 9,278,400
------------- -------------
UNDISTRIBUTED EARNINGS
Balance, beginning of period -- --
Earnings 24,742,272 22,268,045
Distributions (18,556,704) (16,082,477)
Distributions payable (6,185,568) (6,185,568)
------------- -------------
Balance, end of period -- --
------------- -------------
Total Stockholders' Equity $ 309,278,400 $ 309,278,400
============= =============
See Notes to Financial Statements
F-4
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST II
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR ENDED FEBRUARY 6, 1997 TO
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings $ 24,742,272 $ 22,268,045
Increase in income receivable -- (6,185,568)
------------- -------------
Cash provided by operating activities 24,742,272 16,082,477
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of partnership preferred securities -- (309,278,400)
------------- -------------
Cash used for investing activities -- (309,278,400)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (24,742,272) (16,082,477)
Proceeds from issuance of preferred securities -- 300,000,000
Proceeds from issuance of common securities -- 9,278,400
------------- -------------
Cash (used for) provided by financing activities (24,742,272) 293,195,923
------------- -------------
NET CHANGE IN CASH -- --
CASH, BEGINNING OF PERIOD -- --
------------- -------------
CASH, END OF PERIOD $ -- $ --
============= =============
</TABLE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Preferred and common distributions of $6,000,000 and $185,568, respectively,
were accrued at December 25, 1998 and December 26, 1997.
See Notes to Financial Statements
F-5
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 25, 1998
- --------------------------------------------------------------------------------
1. ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Capital Trust II (the "Trust") is a statutory
business trust formed under the laws of the State of Delaware on January
16, 1997 for the exclusive purposes of (i) issuing its preferred and
common securities (the "Trust Preferred Securities" and the "Trust Common
Securities", respectively), (ii) purchasing partnership preferred
securities (the "Partnership Preferred Securities"), representing the
limited partnership interest of Merrill Lynch Preferred Funding II, L.P.
(the "Partnership"), with the proceeds from the sale of Trust Preferred
and Common Securities, and (iii) engaging in only those other activities
necessary or incidental thereto.
Merrill Lynch & Co., Inc. (the "Company") has paid compensation to the
underwriters of the offering of the Trust Preferred Securities. The
Company also has agreed to (i) pay all fees and expenses related to the
organization and operations of the Trust (including taxes, duties,
assessments, or government charges of whatever nature (other than
withholding taxes) imposed by the United States or any other domestic
taxing authority upon the Trust) and the offering of the Trust Preferred
Securities and (ii) be responsible for all debts and other obligations of
the Trust (other than with respect to the Trust Preferred and Common
Securities). The Company has agreed to indemnify the trustees and certain
other persons.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in accordance with U.S. generally
accepted accounting principles, which require management to make estimates
that affect reported amounts and disclosure of contingencies in the
financial statements. Actual results could differ from those estimates.
INVESTMENT
The investment in Partnership Preferred Securities represents a limited
partnership interest in the Partnership and is recorded at cost. As of
year end, the fair value of the investment approximates its carrying
value. Income on the Partnership Preferred Securities is accrued when
earned.
INCOME TAXES
The Trust does not incur any income tax liabilities. Such liabilities are
incurred directly by the security holders.
F-6
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 25, 1998
- --------------------------------------------------------------------------------
3. INVESTMENT IN PARTNERSHIP PREFERRED SECURITIES
The Trust holds 12,371,136 8% Partnership Preferred Securities, $25
liquidation preference per security. The interest payment dates and
redemption provisions of the Partnership Preferred Securities, which are
redeemable on or after March 30, 2007 at the option of the Partnership,
correspond to the distribution payment dates and redemption provisions of
the Trust Preferred Securities. Upon any redemption of the Partnership
Preferred Securities, the Trust Preferred Securities will be redeemed. The
Company has guaranteed, on a subordinated basis, the payment of
distributions by the Partnership on the Partnership Preferred Securities
if, as, and when declared out of funds legally available and payments upon
liquidation of the Partnership or the redemption of the Partnership
Preferred Securities to the extent of funds legally available.
4. STOCKHOLDERS' EQUITY
TRUST PREFERRED SECURITIES
The Trust issued 12,000,000 8% Trust Preferred Securities, $25 liquidation
amount per security in a public offering on February 6, 1997. The Trust
Preferred Securities are redeemable on or after March 30, 2007 at the
option of the Trust, in whole or in part, at a redemption price equal to
$25 per security. Distributions on the Trust Preferred Securities are
cumulative from the date of original issue and are payable quarterly if,
as, and when the Trust has funds available for payment. Holders of the
Trust Preferred Securities have limited voting rights and are not entitled
to vote to appoint, remove or replace, or to increase or decrease the
number of, trustees, which voting rights are vested exclusively in the
holder of the Trust Common Securities. Under certain circumstances, the
Trust Preferred Securities have preferential rights to payment relative to
the Trust Common Securities.
The Company has guaranteed, on a subordinated basis, the payment in full
of all distributions and other payments on the Trust Preferred Securities
to the extent that the Trust has funds legally available. This guarantee
and the partnership distribution guarantee are subordinated to all other
liabilities of the Company and rank equally with the most senior preferred
stock of the Company.
TRUST COMMON SECURITIES
The Trust issued 371,136 8% Trust Common Securities, $25 liquidation
amount per security, to the Company on February 6, 1997. The Trust Common
Securities are redeemable on or after March 30, 2007 at the option of the
Trust, in whole or in part, at a redemption price equal to $25 per
security.
F-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees of
Merrill Lynch Preferred Capital Trust II
We have audited the accompanying balance sheets of Merrill Lynch Preferred
Capital Trust II (the "Trust") as of December 25, 1998 and December 26, 1997,
and the related statements of earnings, changes in stockholders' equity and cash
flows for the year ended December 25, 1998 and for the period February 6, 1997
to December 26, 1997. These financial statements are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust at December 25, 1998 and December
26, 1997, and the results of its operations and its cash flows for the year
ended December 25, 1998 and for the period February 6, 1997 to December 26, 1997
in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
New York, New York
March 23, 1999
F-8
<PAGE>
MERRILL LYNCH PREFERRED FUNDING II, L.P.
BALANCE SHEETS
- --------------------------------------------------------------------------------
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
ASSETS
Investments:
Affiliate debentures $360,218,400 $360,218,400
U.S. Treasury bills 3,771,466 3,815,078
------------ ------------
Total investments 363,989,866 364,033,478
Interest receivable 7,204,368 7,204,368
------------ ------------
Total Assets $371,194,234 $371,237,846
============ ============
LIABILITY AND PARTNERS' CAPITAL
Distributions payable $ 7,204,368 $ 7,204,368
------------ ------------
Partners' capital:
Limited partnership interest 309,278,400 309,278,400
General partnership interest 54,711,466 54,755,078
------------ ------------
Total partners' capital 363,989,866 364,033,478
------------ ------------
Total Liability and Partners' Capital $371,194,234 $371,237,846
============ ============
See Notes to Financial Statements
F-9
<PAGE>
MERRILL LYNCH PREFERRED FUNDING II, L.P.
STATEMENTS OF EARNINGS
- --------------------------------------------------------------------------------
FOR THE PERIOD
FOR THE YEAR ENDED FEBRUARY 6, 1997 TO
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
EARNINGS
Interest income:
Affiliate debentures $ 28,817,472 $ 25,935,725
U.S. Treasury bills 199,452 176,078
--------------- --------------
Earnings $ 29,016,924 $ 26,111,803
=============== ==============
See Notes to Financial Statements
F-10
<PAGE>
MERRILL LYNCH PREFERRED FUNDING II, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
- --------------------------------------------------------------------------------
FOR THE PERIOD
FOR THE YEAR ENDED FEBRUARY 6, 1997 TO
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
LIMITED PARTNER'S CAPITAL
Balance, beginning of period $ 309,278,400 $ --
Issuance of preferred securities -- 309,278,400
Net income allocated to limited partner 24,742,272 22,268,045
Distributions (18,556,704) (16,082,477)
Distribution payable (6,185,568) (6,185,568)
------------- -------------
Balance, end of period 309,278,400 309,278,400
------------- -------------
GENERAL PARTNER'S CAPITAL
Balance, beginning of period 54,755,078 --
Capital contribution -- 54,579,000
Net income allocated to general partner 4,274,652 3,843,758
Distributions (3,299,464) (2,648,880)
Distribution payable (1,018,800) (1,018,800)
------------- -------------
Balance, end of period 54,711,466 54,755,078
------------- -------------
TOTAL PARTNERS' CAPITAL $ 363,989,866 $ 364,033,478
============= =============
See Notes to Financial Statements
F-11
<PAGE>
MERRILL LYNCH PREFERRED FUNDING II, L.P.
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR ENDED FEBRUARY 6, 1997 TO
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings $ 29,016,924 $ 26,111,803
Accretion of U.S. Treasury bills (199,452) (176,078)
Increase in interest receivable -- (7,204,368)
------------- -------------
Cash provided by operating activities 28,817,472 18,731,357
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of affiliate debentures -- (360,218,400)
Purchases of investment securities (7,473,556) (3,639,000)
Maturities of investment securities 7,716,620 --
------------- -------------
Cash provided by (used for) investing activities 243,064 (363,857,400)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partner (24,742,272) (16,082,477)
Distributions to general partner (4,318,264) (2,648,880)
Proceeds from the issuance of preferred securities -- 309,278,400
Capital contribution - general partner -- 54,579,000
------------- -------------
Cash (used for) provided by financing activities (29,060,536) 345,126,043
------------- -------------
NET CHANGE IN CASH -- --
CASH, BEGINNING OF PERIOD -- --
------------- -------------
CASH, END OF PERIOD $ -- $ --
============= =============
</TABLE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Distributions of $7,204,368 were accrued at December 25, 1998 and December 26,
1997.
See Notes to Financial Statements
F-12
<PAGE>
MERRILL LYNCH PREFERRED FUNDING II, L.P.
NOTE TO FINANCIAL STATEMENTS
DECEMBER 25, 1998
- --------------------------------------------------------------------------------
1. ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Funding II, L.P. (the "Partnership") is a limited
partnership that was formed under the Delaware Revised Uniform Limited
Partnership Act on January 16, 1997 for the exclusive purpose of
purchasing certain eligible debt instruments of Merrill Lynch & Co., Inc.
(the "Company") and wholly owned subsidiaries of the Company with the
proceeds from the sale of (i) its preferred securities (the "Partnership
Preferred Securities"), representing a limited partner interest, to
Merrill Lynch Preferred Capital Trust II (the "Trust") and (ii) a capital
contribution from the Company in exchange for the general partnership
interest in the Partnership.
The Company, in its capacity as sole general partner of the Partnership,
has agreed to (i) pay all fees and expenses related to the organization
and operations of the Partnership (including taxes, duties, assessments,
or government charges (other than withholding taxes) imposed by the United
States or any other domestic taxing authority upon the Partnership) and
(ii) be responsible for all debts and other obligations of the Partnership
(other than with respect to the Partnership Preferred Securities). The
Company has also agreed to indemnify certain officers and agents of the
Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in accordance with U.S. generally
accepted accounting principles, which require management to make estimates
that affect reported amounts and disclosure of contingencies in the
financial statements. Actual results could differ from those estimates.
INVESTMENTS
The Partnership's investment in affiliate debentures is recorded at cost,
and its investment in U.S. Treasury bills is classified as
available-for-sale and recorded at accreted cost, which approximates fair
value.
INCOME TAXES
The Partnership does not incur any income tax liabilities. Such
liabilities are incurred directly by the partners.
F-13
<PAGE>
MERRILL LYNCH PREFERRED FUNDING II, L.P.
NOTE TO FINANCIAL STATEMENTS
DECEMBER 25, 1998
- --------------------------------------------------------------------------------
3. INVESTMENT IN AFFILIATE DEBENTURES
The Partnership holds debentures of the Company and a wholly owned
subsidiary of the Company. The debentures have a term of approximately 20
years and bear interest at 8% per annum. The interest payment dates and
redemption provisions of the debentures, which are redeemable at the
option of the Company and its subsidiary on or after March 30, 2007,
correspond to the distribution payment dates and redemption provisions of
the Partnership Preferred Securities. Interest and redemption payments on
the subsidiary debenture are guaranteed by the Company on a subordinated
basis.
4. PARTNERS' CAPITAL
The Partnership issued 12,371,136 8% Partnership Preferred Securities, $25
liquidation preference per security, to the Trust on February 6, 1997.
Distributions on the Partnership Preferred Securities are cumulative from
the date of original issue and are payable quarterly if, as, and when
declared by the general partner. The Partnership Preferred Securities are
redeemable on or after March 30, 2007 at the option of the Partnership, at
a redemption price equal to $25 per security. Except as provided in the
Limited Partnership Agreement and Partnership Preferred Securities
Guarantee Agreement, and as otherwise provided by law, the holders of the
Partnership Preferred Securities have no voting rights.
The Company has guaranteed the payment of distributions by the Partnership
on the Partnership Preferred Securities if, as, and when declared out of
funds legally available and payments upon liquidation of the Partnership
or the redemption of the Partnership Preferred Securities to the extent of
funds legally available. This guarantee is subordinated to all other
liabilities of the Company and ranks equally with the most senior
preferred stock of the Company.
F-14
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the General Partner and Limited Partner of
Merrill Lynch Preferred Funding II, L.P.
We have audited the accompanying balance sheets of Merrill Lynch Preferred
Funding II, L.P. (the "Partnership") as of December 25, 1998 and December 26,
1997, and the related statements of earnings, changes in partners' capital and
cash flows for the year ended December 25, 1998 and for the period February 6,
1997 to December 26, 1997. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership at December 25, 1998 and
December 26, 1997, and the results of its operations and its cash flows for the
year ended December 25, 1998 and for the period February 6, 1997 to December 26,
1997 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
New York, New York
March 23, 1999
F-15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized on the 24th day of March,
1999.
MERRILL LYNCH PREFERRED CAPITAL TRUST II*
By: /s/ Theresa Lang
--------------------------------------
Name: Theresa Lang
Title: Regular Trustee
By: /s/ Stanley Schaefer
--------------------------------------
Name: Stanley Schaefer
Title: Regular Trustee
MERRILL LYNCH PREFERRED FUNDING II, L.P.*
By: MERRILL LYNCH & CO., INC., as General
Partner
By: /s/ Theresa Lang
--------------------------------------
Name: Theresa Lang
Title: Senior Vice President and Treasurer,
and as Attorney-in-Fact for a majority of
the Board of Directors**
- ------------
* There is no principal executive officer(s), principal financial officer,
controller, principal accounting officer or board of directors of the
Registrants. The Trustees of the Trust (which include the Regular
Trustees, the Property Trustee and the Delaware Trustee) together exercise
all powers and perform all functions with respect to the Trust.
** Pursuant to Powers of Attorney filed as Exhibit 24 hereto.
<PAGE>
Exhibit Index
4.1 Certificate of Trust dated January 16, 1997 of the Trust (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-3 (No.
333-20137) (the "Registration Statement"))
4.2 Amended and Restated Declaration of Trust of the Trust, dated as of
February 4, 1997 (incorporated by reference to Exhibit 4.2 to the Trust's
Quarterly Report on Form 10-Q for the quarter ended March 28, 1997 (File
No. 1-7182-04))
4.3 Certificate of Limited Partnership, dated as of January 16, 1997, of the
Partnership (incorporated by reference to Exhibit 4.3 to the Registration
Statement)
4.4 Amended and Restated Agreement of Limited Partnership of the Partnership
(incorporated by reference to Exhibit 4.4 to the Partnership's Quarterly
Report on Form 10-Q for the quarter ended March 28, 1997 (File No.
1-7182-03))
4.5 Form of Trust Preferred Securities Guarantee Agreement between the Company
and The Chase Manhattan Bank, as guarantee trustee (incorporated by
reference to Exhibit 4.5 to the Registration Statement)
4.6 Form of Partnership Preferred Securities Guarantee Agreement between the
Company and The Chase Manhattan Bank, as guarantee trustee (incorporated
by reference to Exhibit 4.6 to the Registration Statement)
4.7 Form of Subordinated Debenture Indenture between the Company and The Chase
Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.7 to
the Registration Statement)
4.8 Form of Affiliate Debenture Guarantee Agreement between the Company and
The Chase Manhattan Bank, as guarantee trustee (incorporated by reference
to Exhibit 4.8 to the Registration Statement)
4.9 Form of Trust Preferred Security (included in Exhibit 4.2 above)
4.10 Form of Partnership Preferred Security (included in Exhibit 4.4 above)
4.11 Form of Subordinated Debenture (incorporated by reference to Exhibit 4.11
to the Registration Statement)
12* Computation of Ratios of Earnings to Combined Fixed Charges and Preferred
Securities Distributions
23* Consent of Deloitte & Touche LLP
24* Powers of Attorney
27* Financial Data Schedules. The Financial Data Schedules to be contained in
Exhibit 27 are required to be submitted only in the Registrants'
electronic filing of this Form 10-K by means of the EDGAR system.
- ----------------
* Filed herewith
EXHIBIT 12
MERRILL LYNCH PREFERRED CAPITAL TRUST II
MERRILL LYNCH PREFERRED FUNDING II, L.P.
COMPUTATION OF RATIOS OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS
<TABLE>
<CAPTION>
For the Year Ended For the Period February 6, 1998 to
December 25, 1998 December 26, 1997
----------------------------------- -----------------------------------
Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch
Preferred Preferred Preferred Preferred
Capital Trust II Funding II, L.P. Capital Trust II Funding II, L.P.
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Earnings $24,742,272 $29,016,924 $22,268,045 $26,111,803
=========== =========== =========== ===========
Fixed charges $ -- $ -- $ -- $ --
Preferred securities distribution
requirements 24,000,000 24,742,272 21,600,000 22,268,045
----------- ----------- ----------- -----------
Total combined fixed charges and
preferred securities distributions $24,000,000 $24,742,272 $21,600,000 $22,268,045
=========== =========== =========== ===========
Ratio of earnings to combined
fixed charges and preferred
securities distributions 1.03 1.17 1.03 1.17
</TABLE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 333-
20137 of Merrill Lynch & Co., Inc. on Form S-3 of our reports dated March 23,
1999, appearing in this Annual Report on Form 10-K of Merrill Lynch Preferred
Capital Trust II and Merrill Lynch Preferred Funding II, L.P. for the year ended
December 25, 1998.
/s/ Deloitte & Touche LLP
New York, New York
March 23, 1999
Exhibit 24
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, each of whom is a director and/or officer of Merrill Lynch & Co., Inc.,
the general partner of Merrill Lynch Preferred Funding I, L.P., Merrill Lynch
Preferred Funding II, L.P., Merrill Lynch Preferred Funding III, L.P., Merrill
Lynch Preferred Funding IV, L.P., Merrill Lynch Preferred Funding V, L.P., and
Merrill Lynch Preferred Funding VI, L.P. (the "Partnerships"), constitutes and
appoints E. Stanley O'Neal, Theresa Lang and Mark B. Goldfus, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to approve and sign any and all reports or filings, and
amendments thereto, to be filed pursuant to the Securities and Exchange Act of
1934 or the requirements of any other regulatory agency or body or stock
exchange on behalf of the Partnerships, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission or such other agency or body or stock exchange, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
This Power of Attorney has been signed below by the following persons in
the capacities indicated on the 24th day of March, 1999.
Signature Title
--------- -----
/s/ DAVID H. KOMANSKY Chairman of the Board and Chief
- ----------------------------------- Executive Officer
(David H. Komansky)
/s/ E. STANLEY O'NEAL Executive Vice President and Chief
- ----------------------------------- Financial Officer (Principal Financial
(E. Stanley O'Neal) Officer)
/s/ AHMASS L. FAKAHANY Senior Vice President and Controller
- ----------------------------------- (Principal Accounting Officer)
(Ahmass L. Fakahany)
/s/ HERBERT M. ALLISON, JR. Director
- -----------------------------------
(Herbert M. Allison, Jr.)
<PAGE>
/s/ W. H. CLARK Director
- -----------------------------------
(W. H. Clark)
/s/ JILL K. CONWAY Director
- -----------------------------------
(Jill K. Conway)
/s/ STEPHEN L. HAMMERMAN Director
- -----------------------------------
(Stephen L. Hammerman)
/s/ EARLE H. HARBISON, JR. Director
- -----------------------------------
(Earle H. Harbison, Jr.)
Director
- -----------------------------------
(George B. Harvey)
/s/ WILLIAM R. HOOVER Director
- -----------------------------------
(William R. Hoover)
/s/ ROBERT P. LUCIANO Director
- -----------------------------------
(Robert P. Luciano)
/s/ DAVID K. NEWBIGGING Director
- -----------------------------------
(David K. Newbigging)
/s/ AULANA L. PETERS Director
- -----------------------------------
(Aulana L. Peters)
/s/ JOHN J. PHELAN, JR. Director
- -----------------------------------
(John J. Phelan, Jr.)
/s/ JOHN L. STEFFENS Director
- -----------------------------------
(John L. Steffens)
/s/ WILLIAM L. WEISS Director
- -----------------------------------
(William L. Weiss)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001031003
<NAME> MERRILL LYNCH PREFERRED CAPITAL TRUST II
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-25-1998
<PERIOD-START> DEC-27-1997
<PERIOD-END> DEC-25-1998
<CASH> 0
<SECURITIES> 309,278,400
<RECEIVABLES> 6,185,568
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 315,463,968
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 315,463,968
<CURRENT-LIABILITIES> 6,185,568
<BONDS> 0
0
300,000,000
<COMMON> 9,278,400
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 315,463,968
<SALES> 0
<TOTAL-REVENUES> 24,742,272
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 24,742,272
<INCOME-TAX> 0
<INCOME-CONTINUING> 24,742,272
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,742,272
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001031002
<NAME> MERRILL LYNCH PREFERRED FUNDING II, L.P.
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-25-1998
<PERIOD-START> DEC-27-1997
<PERIOD-END> DEC-25-1998
<CASH> 0
<SECURITIES> 363,989,866
<RECEIVABLES> 7,204,368
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 371,194,234
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 371,194,234
<CURRENT-LIABILITIES> 7,204,368
<BONDS> 0
0
309,278,400
<COMMON> 54,711,466
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 371,194,234
<SALES> 0
<TOTAL-REVENUES> 29,016,924
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 29,016,924
<INCOME-TAX> 0
<INCOME-CONTINUING> 29,016,924
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,016,924
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
