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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 26, 1998
Merrill Lynch Preferred Capital Trust V
(Exact name of Registrant as specified in its certificate of trust)
Commission File No.:
Delaware 13-7140866
(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
- ------------------- -----------------------------------------
(not applicable) (not applicable)
Securities registered pursuant to Section 12(g) of the Act: None
Merrill Lynch Preferred Funding V, L.P.
(Exact name of Registrant as specified in its
certificate of limited partnership)
Commission File No.:
Delaware 13-3983474
(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
- ------------------- -----------------------------------------
(not applicable) (not applicable)
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 June 26, 1998, no voting stock was held by non-affiliates of the
Registrants.
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<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
MERRILL LYNCH PREFERRED CAPITAL TRUST V
BALANCE SHEET (UNAUDITED)
- --------------------------------------------------------------------------------
JUNE 26, 1998
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Assets $ --
======
Trust Securities $ --
======
See Note to Balance Sheet
2
<PAGE>
MERRILL LYNCH PREFERRED CAPITAL TRUST V
NOTE TO BALANCE SHEET (UNAUDITED)
JUNE 26, 1998
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ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Capital Trust V (the "Trust") is a statutory business
trust formed on January 8, 1998 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 V, 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. The Trust intends to issue and sell its Trust Preferred Securities in a
public offering and to issue and sell its Trust Common Securities to Merrill
Lynch & Co., Inc. (the "Company"). No Trust Securities have been issued as of
June 26, 1998.
The Partnership Preferred Securities will be redeemable for cash, at the option
of the Partnership, in whole or in part, from time to time, after a certain date
to be determined. Upon any redemption of the Partnership Preferred Securities,
the Trust Preferred Securities will be redeemed, in whole or in part, as
applicable. Holders of the Trust Preferred Securities have limited voting rights
and will not be 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.
The Company will be obligated to pay compensation to the underwriters of the
offering of the Trust Preferred Securities. The Company will also 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 the Trust Securities). The Company has
agreed to indemnify the trustees and certain other persons.
3
<PAGE>
MERRILL LYNCH PREFERRED FUNDING V, L.P.
BALANCE SHEET (UNAUDITED)
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JUNE 26, 1998
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Assets $ --
========
Partnership securities:
Limited partner interest $ 85
General partner interest 15
--------
100
Less: Receivables from partners for subscribed
partnership interests (100)
--------
$ --
========
See Note to Balance Sheet
4
<PAGE>
MERRILL LYNCH PREFERRED FUNDING V, L.P.
NOTE TO BALANCE SHEET (UNAUDITED)
JUNE 26, 1998
- --------------------------------------------------------------------------------
ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Funding V, L.P. (the "Partnership") is a limited
partnership that was formed under the Delaware Revised Uniform Limited
Partnership Act on January 8, 1998 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 V (the "Trust") and a capital contribution from the Company in
exchange for the general partnership interest in the Partnership (collectively,
the "Partnership Proceeds"). The Partnership Proceeds will be used initially to
purchase debt instruments from the Company and a domestic wholly owned
subsidiary of the Company, retaining 1% in unaffiliated debt securities. The
Partnership shall have a perpetual existence subject to certain termination
events.
The Partnership Proceeds will be redeemable for cash, at the option of the
Partnership, in whole or in part, from time to time, after a certain date to be
determined. 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 will have no voting
rights.
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 the offering of the
Partnership Preferred Securities 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.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Merrill Lynch Preferred Capital Trust V (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 8, 1998. The Trust exists for the exclusive
purposes of (i) issuing trust securities, consisting of 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 Partnership Preferred Securities (the "Partnership Preferred
Securities") issued by Merrill Lynch Preferred Funding V, L.P. (the
"Partnership"), and (iii) engaging in only those other activities necessary or
incidental thereto. None of such TOPrS, Trust Common Securities, or Partnership
Preferred Securities have been issued as of June 26, 1998.
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 8, 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 Partnership has made no investment in Affiliate
Investment Instruments as of June 26, 1998.
The Registrants' activities will be limited to issuing securities and
investing the proceeds as described above.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable
6
<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 January 8, 1998, of the Trust
4.2 Certificate of Limited Partnership, dated as of January 8,
1998, of the Partnership
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-Q by means of the EDGAR system.
(b) Reports on Form 8-K
None.
7
<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 7th day of August,
1998.
MERRILL LYNCH PREFERRED CAPITAL TRUST V*
By: /s/ THERESA LANG
----------------------------------------
Name: Theresa Lang
Title: Regular Trustee
By: /s/ STANLEY SCHAEFER
----------------------------------------
Name: Stanley Schaefer
Title: Regular Trustee
MERRILL LYNCH PREFERRED FUNDING V, 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.
8
<PAGE>
INDEX TO EXHIBITS
Exhibits
4.1 Certificate of Trust, dated January 8, 1998, of the Trust.
4.2 Certificate of Limited Partnership, dated as of January 8, 1998, of the
Partnership.
27 Financial Data Schedules
CERTIFICATE OF TRUST
The undersigned, the trustees of Merrill Lynch Preferred Capital
Trust V, desiring to form a business trust pursuant to Delaware Business Trust
Act, 12 Del. C. ss.3810, hereby certify as follows:
(a) The name of the business trust being formed hereby (the
"Trust") is "Merrill Lynch Preferred Capital Trust V."
(b) The name and business address of the trustee of the Trust
which has its principal place of business in the State of
Delaware is as follows:
Chase Manhattan Bank Delaware
c/o John J. Cashin
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: January 8, 1998
/s/ THERESA LANG
---------------------------------------
Name: Theresa Lang
Title: Regular Trustee
/s/ STANLEY SCHAEFER
---------------------------------------
Name: Stanley Schaefer
Title: Regular Trustee
Chase Manhattan Bank Delaware
By: /s/ JOHN J. CASHIN
----------------------------------
Name: John J. Cashin
Title: Vice President
CERTIFICATE OF LIMITED PARTNERSHIP
OF
MERRILL LYNCH PREFERRED FUNDING V, L.P.
This Certificate of Limited Partnership of Merrill Lynch Preferred
Funding V, L.P. (the "Partnership"), dated as of January 8, 1998, is being duly
executed and filed by Merrill Lynch & Co., Inc., a Delaware corporation, as
general partner, to form a limited partnership under the Delaware Revised
Uniform Limited Partnership Act (6 Del. C. ss.17-101, et seq.).
(a) Name. The name of the limited partnership formed hereby is
Merrill Lynch Preferred Funding V, L.P.
(b) Registered Office. The address of the registered office of the
Partnership in the State of Delaware is c/o CT Corporation, Corporate Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801.
(c) Registered Agent. The name and address of the registered agent
for service of process on the Partnership in the State of Delaware is CT
Corporation, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.
(d) General Partner. The name and the business mailing address of
the sole general partner of the Partnership is: Merrill Lynch & Co., Inc., a
Delaware corporation, World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10281.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the date first written above.
Merrill Lynch & Co., Inc.,
as sole general partner
By: /s/ THERESA LANG
--------------------------
Name: Theresa Lang
Title: Senior Vice President
and Treasurer
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