MERRILL LYNCH PREFERRED FUNDING IV LP
10-Q, 1998-10-30
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q

                     QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 25, 1998

                    Merrill Lynch Preferred Capital Trust IV
      (Exact name of Registrant as specified in its certificate of trust)

                         Commission File No.: 1-7182-08

           Delaware                                     13-7139562
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

     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
- -------------------                    -----------------------------------------
7.12% Trust Originated                 New York Stock Exchange 
Preferred Securities ("TOPrS")
(and the related guarantee)

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

                    Merrill Lynch Preferred Funding IV, L.P.
                  (Exact name of Registrant as specified in its
                      certificate of limited partnership)

                         Commission File No.: 1-7182-07

           Delaware                                     13-3982446
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

     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
- -------------------                    -----------------------------------------
7.12% Partnership Preferred            New York Stock Exchange 
Securities (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 |_|

As of September 25, 1998, no voting stock was held by non-affiliates of the
Registrants.

================================================================================
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MERRILL LYNCH PREFERRED CAPITAL TRUST IV
BALANCE SHEET (UNAUDITED)
- --------------------------------------------------------------------------------

                                                              SEPTEMBER 25, 1998
                                                              ------------------
ASSET

Investment in partnership preferred securities                      $412,372,000

Income receivable                                                      8,237,543
                                                                    ------------
Total Assets                                                        $420,609,543
                                                                    ============

LIABILITY AND STOCKHOLDERS' EQUITY

Distributions payable                                               $  8,237,543
                                                                    ------------
Stockholders' equity:

  Preferred securities (7.12% Trust Originated Preferred
    Securities; 16,000,000 authorized, issued, and
    outstanding; $25 liquidation amount per security)                400,000,000

  Common securities (7.12% Trust Common Securities;
    494,880 authorized, issued, and outstanding;
    $25 liquidation amount per security)                              12,372,000
                                                                    ------------
  Total stockholders' equity                                         412,372,000
                                                                    ------------

  Total Liability and Stockholders' Equity                          $420,609,543
                                                                    ============

See Notes to Financial Statements


                                       2
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST IV
STATEMENTS OF EARNINGS (UNAUDITED)
- --------------------------------------------------------------------------------

                                             FOR THE THREE        FOR THE PERIOD
                                              MONTHS ENDED      JUNE 19, 1998 TO
                                        SEPTEMBER 25, 1998    SEPTEMBER 25, 1998
                                        ------------------    ------------------
EARNINGS:

Income on partnership preferred securities      $8,237,543            $8,237,543
                                                ==========            ==========

See Notes to Financial Statements


                                       3
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST IV
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                 FOR THE PERIOD
                                                               JUNE 19, 1998 TO
                                                             SEPTEMBER 25, 1998
                                                             ------------------
PREFERRED SECURITIES

Balance, beginning of period                                      $          --
Issuance of preferred securities                                    400,000,000
                                                                  -------------
Balance, end of period                                              400,000,000
                                                                  -------------

COMMON SECURITIES

Balance, beginning of period                                                 --
Issuance of common securities                                        12,372,000
                                                                  -------------
Balance, end of period                                               12,372,000
                                                                  -------------

UNDISTRIBUTED EARNINGS

Balance, beginning of period                                                 --
Earnings                                                              8,237,543
Distributions payable                                                (8,237,543)
                                                                  -------------
Balance, end of period                                                       --
                                                                  -------------

Total Stockholders' Equity                                        $ 412,372,000
                                                                  =============

See Notes to Financial Statements


                                       4
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST IV
STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                 FOR THE PERIOD
                                                               JUNE 19, 1998 TO
                                                             SEPTEMBER 25, 1998
                                                             ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Earnings                                                        $   8,237,543

  Increase in income receivable                                      (8,237,543)
                                                                  -------------
    Cash provided by operating activities                                    --
                                                                  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of partnership preferred securities                     (412,372,000)
                                                                  -------------
    Cash used for investing activities                             (412,372,000)
                                                                  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of preferred securities                    400,000,000

  Proceeds from issuance of common securities                        12,372,000
                                                                  -------------

    Cash provided by financing activities                           412,372,000
                                                                  -------------

NET CHANGE IN CASH                                                           --

CASH, BEGINNING OF PERIOD                                                    --
                                                                  -------------
CASH, END OF PERIOD                                               $          --
                                                                  =============

SUPPLEMENTAL DISCLOSURE OF CASH
Preferred and common distributions of 7,990,400 and 247,143, respectively, were
accrued at September 25, 1998.

See Notes to Financial Statements


                                       5
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST IV
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 25, 1998
- --------------------------------------------------------------------------------

1. ORGANIZATION AND PURPOSE

Merrill Lynch Preferred Capital Trust IV (the "Trust") is a statutory business
trust formed on December 19, 1997 under the laws of the State of Delaware for
the exclusive purposes of (i) issuing the Trust Originated Preferred Securities
(the "Trust Preferred Securities") and the Trust Common Securities (together
with the Trust Preferred Securities, the "Trust Securities") representing
undivided beneficial ownership interests in the assets of the Trust, (ii)
purchasing Partnership Preferred Securities (the "Partnership Preferred
Securities") representing the limited partnership interests of Merrill Lynch
Preferred Funding IV, L.P. (the "Partnership") with the proceeds from the sale
of the Trust Securities, and (iii) engaging in only those other activities
necessary or incidental thereto. The Trust has a perpetual existence, subject to
certain termination events as provided in the Declaration of Trust under which
it was formed.

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 pay all fees and expenses related to the organization and
operations of the Trust (including any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States or any other domestic taxing authority upon the Trust) and
be responsible for all debts and other obligations of the Trust (other than with
respect to the Trust 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 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 September
25, 1998, the carrying value of the investment approximates its fair value.

INCOME TAXES

The Trust does not incur any income tax liabilities. Such liabilities are
incurred directly by the security holders.


                                       6
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST IV
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 25, 1998
- --------------------------------------------------------------------------------

3. INVESTMENT IN PARTNERSHIP PREFERRED SECURITIES

The Trust holds 16,494,880 7.12% 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 June 30, 2008 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 16,000,000 7.12% Trust Preferred Securities, $25 liquidation
amount per security, in a public offering on June 19, 1998. The Trust Preferred
Securities are redeemable on or after June 30, 2008 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 ranks
pari passu with the most senior preferred stock of the Company.

TRUST COMMON SECURITIES

The Trust issued 494,880 7.12% Trust Common Securities, $25 liquidation amount
per security, to the Company on June 19, 1998. The Trust Common Securities are
redeemable on or after June 30, 2008 at the option of the Trust, in whole or in
part, at a redemption price equal to $25 per security.


                                       7
<PAGE>

MERRILL LYNCH PREFERRED FUNDING IV, L.P.
BALANCE SHEET (UNAUDITED)
- --------------------------------------------------------------------------------

                                                              SEPTEMBER 25, 1998
                                                              ------------------
ASSETS

Investments:
  Affiliate debentures                                              $480,292,000
  U.S. Treasury bills                                                  4,918,601
                                                                    ------------
  Total investments                                                  485,210,601

Interest receivable                                                    9,594,100
                                                                    ------------

Total Assets                                                        $494,804,701
                                                                    ============

LIABILITY AND PARTNERS' CAPITAL

Distributions payable                                               $  9,594,100
                                                                    ------------

Partners' capital:
  Limited partnership interest                                       412,372,000
  General partnership interest                                        72,838,601
                                                                    ------------
  Total partners' capital                                            485,210,601
                                                                    ------------

Total Liability and Partners' Capital                               $494,804,701
                                                                    ============

See Notes to Financial Statements


                                       8
<PAGE>

MERRILL LYNCH PREFERRED FUNDING IV, L.P.
STATEMENTS OF EARNINGS (UNAUDITED)
- --------------------------------------------------------------------------------

                                          FOR THE THREE          FOR THE PERIOD
                                           MONTHS ENDED        JUNE 19, 1998 TO
                                     SEPTEMBER 25, 1998      SEPTEMBER 25, 1998
                                     ------------------      ------------------
EARNINGS

Interest income:
  Affiliate debentures                       $8,549,198              $9,594,100
  U.S. Treasury bills                            66,601                  66,601
                                             ----------               ---------

Earnings                                     $8,615,799              $9,660,701
                                             ==========              ==========

See Notes to Financial Statements


                                       9
<PAGE>

MERRILL LYNCH PREFERRED FUNDING IV, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                 FOR THE PERIOD
                                                               JUNE 19, 1998 TO
                                                             SEPTEMBER 25, 1998
                                                             ------------------
LIMITED PARTNER'S CAPITAL

Issuance of preferred securities                                  $ 412,372,000

Net income allocated to limited partner                               8,237,543

Distribution payable                                                 (8,237,543)
                                                                  -------------
Balance, end of period                                              412,372,000
                                                                  -------------

GENERAL PARTNER'S CAPITAL

Capital contribution                                                 72,772,000

Net income allocated to general partner                               1,423,158

Distribution payable                                                 (1,356,557)
                                                                  -------------
Balance, end of period                                               72,838,601
                                                                  -------------

TOTAL PARTNERS' CAPITAL                                           $ 485,210,601
                                                                  =============

See Notes to Financial Statements


                                       10
<PAGE>

MERRILL LYNCH PREFERRED FUNDING IV, L.P.
STATEMENT OF CASH FLOWS (UNAUDITED)

- --------------------------------------------------------------------------------

                                                                 FOR THE PERIOD
                                                               JUNE 19, 1998 TO
                                                             SEPTEMBER 25, 1998
                                                             ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

  Earnings                                                        $   9,660,701

  Accretion of U.S. Treasury bills                                      (66,601)

  Increase in interest receivable                                    (9,594,100)
                                                                  -------------
    Cash provided by operating activities                                    --
                                                                  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of affiliate debentures                                 (480,292,000)

  Purchase of investment securities                                  (4,852,000)
                                                                  -------------
    Cash used for investing activities                             (485,144,000)
                                                                  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from the issuance of preferred securities                412,372,000

  Capital contribution - general partner                             72,772,000
                                                                  -------------
    Cash provided by financing activities                           485,144,000

NET CHANGE IN CASH                                                           --

CASH, BEGINNING OF PERIOD                                                    --
                                                                  -------------

CASH, END OF PERIOD                                               $          --
                                                                  =============

See Notes to Financial Statements


                                       11
<PAGE>

MERRILL LYNCH PREFERRED FUNDING IV, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 25, 1998
- --------------------------------------------------------------------------------

1. ORGANIZATION AND PURPOSE

Merrill Lynch Preferred Funding IV, L.P. (the "Partnership") is a limited
partnership that was formed under the Delaware Revised Uniform Limited
Partnership Act on December 19, 1997 for the exclusive purposes of purchasing
certain eligible debt instruments of Merrill Lynch & Co., Inc. (the "Company")
and wholly-owned subsidiaries of the Company (the "Affiliate Investment
Instruments") with the proceeds from the sale of Partnership Preferred
Securities (the "Partnership Preferred Securities") to Merrill Lynch Preferred
Capital Trust IV (the "Trust") and a capital contribution from the Company in
exchange for the general partnership interest in the Partnership (collectively,
the "Partnership Proceeds").

The Company serves as the sole general partner of the Partnership. The Company,
in its capacity as General Partner of the Partnership, has agreed to pay all
fees and expenses related to the organization and operations of the Partnership
(including any 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 Partnership) and be responsible for all debts
and other obligations of the Partnership (other than with respect to the
Partnership Preferred Securities). The General Partner has 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 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 are classified as available-for-sale and
recorded at accreted cost. As of September 25, 1998, the carrying values of
these investments approximate their fair values.

INCOME TAXES

The Partnership does not incur any income tax liabilities. Such liabilities are
incurred directly by the partners.


                                       12
<PAGE>

MERRILL LYNCH PREFERRED FUNDING IV, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 25, 1998
- --------------------------------------------------------------------------------

2. 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 7.12% 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 June 30, 2008, 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 16,494,880 7.12% Partnership Preferred Securities, $25
liquidation preference per security, to the Trust on June 19, 1998.
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 June 30, 2008 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 pari passu with the most senior preferred stock of the
Company.


                                       13
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

      Merrill Lynch Preferred Capital Trust IV (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 December 19, 1997, which was subsequently amended by
an amended and restated declaration of trust dated as of June 16, 1998. The
Trust exists for the exclusive purposes of (i) issuing trust securities,
consisting of 7.12% 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 7.12% Partnership Preferred Securities
(the "Partnership Preferred Securities") issued by Merrill Lynch Preferred
Funding IV, L.P. (the "Partnership"), and (iii) engaging in only those other
activities necessary or incidental thereto.

      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 December 19, 1997, which was subsequently amended by an
amended and restated agreement of limited partnership dated June 19, 1998.
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 Registrants' activities are limited to issuing securities and
investing the proceeds as described above. Since the Trust was organized on
December 19, 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 December 19,
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.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

      On June 19, 1998, 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 the Company 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.


                                       14
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

      The Registrants know of no material legal proceedings involving the Trust,
the Partnership, or the assets of either of them.

Item 2. Changes in Securities

      Not applicable.

Item 3. Defaults upon Senior Securities

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

      Not applicable.

Item 5. Other Information

      Not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

      4.1   Certificate of Trust, dated December 19, 1997, of the Trust
            (incorporated by reference to Exhibit 4.1 to the Trust's Quarterly
            Report on Form 10-Q for the period ended June 26, 1998 (File No.
            1-7182-08))

      4.2   Form of Amended and Restated Declaration of Trust, dated as of June
            16, 1998, of the Trust (incorporated by reference to Exhibit 4.2 to
            Registration Statement on Form S-3 (File No. 333-42859) (the
            "Registration Statement"))

      4.3   Certificate of Limited Partnership, dated as of December 19, 1997,
            of the Partnership (incorporated by reference to Exhibit 4.3 to the
            Partnership's Quarterly Report on Form 10-Q for the period ended
            June 26, 1998 (File No. 1-7182-07))

      4.4   Form of Amended and Restated Agreement of Limited Partnership of the
            Partnership, dated June 19, 1998 (incorporated by reference to
            Exhibit 4.4 to the Registration Statement)

      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)


                                       15
<PAGE>

      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

      27    Financial Data Schedules*

(b)   Reports on Form 8-K

      None.

- ----------
*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-Q by means
of the EDGAR system.


                                       16
<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 30th day of October,
1998.

                                    MERRILL LYNCH PREFERRED CAPITAL TRUST IV*

                                    By: /s/ THERESA LANG
                                        ----------------------------------
                                        Name: Theresa Lang
                                        Title: Regular Trustee

                                    By: /s/ STANLEY SCHAEFER
                                        ----------------------------------
                                        Name: Stanley Schaefer
                                        Title: Regular Trustee


                                    MERRILL LYNCH PREFERRED FUNDING IV, L.P.*

                                    By: MERRILL LYNCH & CO., INC., as General
                                        Partner

                                    By: /s/ THERESA LANG
                                        ----------------------------------
                                        Name: Theresa Lang
                                        Title: Senior Vice President
                                               and Treasurer

- -------------
*     There is no principal executive officer(s), principal financial officer,
      controller, principal accounting officer or board of directors of the
      Registrant. The Trustees of the Registrant (which include the Regular
      Trustees, the Property Trustee and the Delaware Trustee) together exercise
      all powers and perform all functions with respect to the Registrant.


                                       17
<PAGE>

                              INDEX TO EXHIBITS

Exhibits

12    Computation of Ratios of Earnings to Combined Fixed Charges and Preferred
      Securities Distributions

27    Financial Data Schedules



                    MERRILL LYNCH PREFERRED CAPITAL TRUST IV
                    MERRILL LYNCH PREFERRED FUNDING IV, L.P.
                      COMPUTATION OF RATIOS OF EARNINGS TO
          COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS

<TABLE>
<CAPTION>
                                         For the Three Months Ended September 25, 1998
                                       --------------------------------------------------
                                       Merrill Lynch Preferred    Merrill Lynch Preferred
                                          Capital Trust IV            Funding IV, L.P.
                                       -----------------------    -----------------------
<S>                                          <C>                         <C>         
Earnings                                     $ 8,237,543                 $ 8,615,799 
                                             ===========                 ===========
                                                                         
Fixed charges                                $        --                 $        --
                                                                         
Preferred securities distribution                                        
  requirements                                 7,990,400                   8,237,543
                                             -----------                 -----------
                                                                         
Total combined fixed charges and                                         
  preferred securities distributions         $ 7,990,400                 $ 8,237,543
                                             ===========                 ===========
                                                                         
Ratio of earnings to combined                                            
  fixed charges and preferred                                            
  securities distributions                          1.03                        1.05

<CAPTION>
                                       For the Period June 19, 1998 to September 25, 1998
                                       --------------------------------------------------
                                       Merrill Lynch Preferred    Merrill Lynch Preferred
                                          Capital Trust IV            Funding IV, L.P.
                                       -----------------------    -----------------------
<S>                                          <C>                         <C>         
Earnings                                      $ 8,237,543                $ 9,660,701 
                                              ===========                ===========

Fixed charges                                 $        --                $        --

Preferred securities distribution                                        
  requirements                                  7,990,400                  8,237,543
                                              -----------                -----------

Total combined fixed charges and                                         
  preferred securities distributions          $ 7,990,400                $ 8,237,543
                                              ===========                ===========

Ratio of earnings to combined                                            
  fixed charges and preferred                                            
  securities distributions                           1.03                       1.17
</TABLE>


<TABLE> <S> <C>


<ARTICLE>                        5
<CIK>                            0001051830
<NAME>                           MERRILL LYNCH PREFERRED CAPITAL TRUST IV
       
<S>                              <C>
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                                 400,000,000
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</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        5
<CIK>                            0001051828
<NAME>                           MERRILL LYNCH PREFERRED FUNDING IV, L.P.
       
<S>                              <C>
<PERIOD-TYPE>                    OTHER
<FISCAL-YEAR-END>                           DEC-25-1998
<PERIOD-START>                              JUN-19-1997
<PERIOD-END>                                SEP-25-1998
<CASH>                                                0
<SECURITIES>                                485,210,601
<RECEIVABLES>                                 9,594,100
<ALLOWANCES>                                          0
<INVENTORY>                                           0
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<PP&E>                                                0
<DEPRECIATION>                                        0
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                                 0
                                 412,372,000
<COMMON>                                     72,838,601
<OTHER-SE>                                            0
<TOTAL-LIABILITY-AND-EQUITY>                494,804,701
<SALES>                                               0
<TOTAL-REVENUES>                              9,660,701
<CGS>                                                 0
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</TABLE>


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