MERRILL LYNCH PREFERRED CAPITAL TRUST VI
10-K, 2000-03-30
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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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 31, 1999

                     MERRILL  LYNCH  PREFERRED  CAPITAL  TRUST VI
        (Exact  name of Registrant as specified in its certificate of trust)

                         COMMISSION FILE NO.: 1-7182-12

       Delaware                                        13-7174482
(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
         -------------------           -----------------------------------------
        (not applicable)                     (not applicable)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

                     MERRILL LYNCH PREFERRED FUNDING VI, L.P.
          (Exact name of Registrant as specified in its certificate of
                              limited partnership)

                         COMMISSION FILE NO.: 1-7182-11

       Delaware                                        13-4034253
(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
         -------------------           -----------------------------------------
          (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 |_|

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  28,  2000  no  voting  stock  was  held by  non-affiliates  of the
Registrants.

                      DOCUMENTS INCORPORATED BY REFERENCE:

PROSPECTUS, DATED DECEMBER 11, 1998, FILED PURSUANT TO RULE 424(b) IN CONNECTION
WITH REGISTRATION STATEMENT ON FORM S-3 (No. 333-68747) FILED BY THE REGISTRANTS
AND  MERRILL LYNCH & CO., INC.- INCORPORATED  BY  REFERENCE  IN  PART  I
================================================================================




                                     PART I
                                     ------

ITEM 1.  BUSINESS
         --------

         MERRILL LYNCH PREFERRED CAPITAL TRUST VI

Merrill Lynch Preferred  Capital Trust VI (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 7, 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 VI, 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 were issued as of
December 31, 1999.

         MERRILL LYNCH PREFERRED FUNDING VI, 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  December  7,  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 December 31, 1999.

The  information set forth under the headings  "Merrill Lynch Preferred  Capital
Trust VI", "Merrill Lynch Preferred Funding VI, 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  December 11, 1998, 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
         ---------------------------------------------------------------------

Not Applicable.



ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

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

As of December 31, 1999, neither the Trust nor the Partnership had any assets or
operations.

In 1999 Merrill Lynch  completed its efforts to address the Year 2000 issue (the
"Y2K issue"). The Y2K issue was the result of a widespread programming technique
that caused 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 a "00," causing computers to incorrectly
interpret  the year as 1900.  Left  uncorrected,  the Y2K issue may have  caused
serious failures in information  technology systems and other systems. The Trust
and the  Partnership  have no  independent  operations  and are  dependent  upon
Merrill Lynch.  Merrill  Lynch's efforts to address the Y2K issue are more fully
discussed in the Merrill  Lynch & Co.,  Inc.  Annual Report on Form 10-K for the
fiscal year ended  December 31,  1999,  filed with the  Securities  and Exchange
Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
         ---------------------------------------------------------

As of December 31, 1999, neither the Trust nor the Partnership had any assets or
operations.

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-7  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 Trustee:          Stanley Schaefer

                  Property Trustee:         The Chase Manhattan Bank

                  Delaware Trustee:         Chase Manhattan Bank Delaware

Stanley  Schaefer is Senior  Director of  Corporate  Tax for the Company and has
served in that  capacity or another  capacity with the Company for the last five
years.

Each Trustee has served since the Trust was  organized on December 7, 1998.  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
         --------------------------------------------------------------

Not Applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

None.





                                     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-7.

   2.     Financial Statement Schedules

          None.

   3.     Exhibits

   4.1    Certificate of Trust,  dated December 3, 1998, of the Trust
          (incorporated by reference to Exhibit 4.1 to the Trust's Quarterly
          Report on From 10-Q for the period ended June 25, 1999
          (File No. 1-7182-12)

   4.2    Certificate of Limited  Partnership, dated as of December 3,
          1998, of the Partnership  (incorporated  by reference to Exhibit
          4.2 to the Partnership's Quarterly Report on From 10-Q for the period
          ended June 25, 1999 (File No. 1-7182-11)

   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



<PAGE>


                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

                                  ITEM 14(a)(1)

FINANCIAL STATEMENTS                                                      PAGE
- --------------------                                                      ----

MERRILL LYNCH PREFERRED CAPITAL TRUST VI

     Balance Sheets, December 31, 1999 and December 25, 1998               F-2

     Note to Balance Sheets                                                F-3

     Independent Auditors' Report                                          F-4


MERRILL LYNCH PREFERRED FUNDING VI, L.P.

     Balance Sheets, December 31, 1999 and December 25, 1998               F-5

     Note to Balance Sheets                                                F-6

     Independent Auditors' Report                                          F-7



                                       F-1

<PAGE>



<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST VI
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------


                                                              DECEMBER 31, 1999       DECEMBER 25, 1998
                                                              -----------------       -----------------
<S>                                                           <C>                     <C>


Assets                                                               $        -              $        -
                                                                     ==========              ==========


Trust Securities                                                     $        -              $        -
                                                                     ==========              ==========

</TABLE>

See Note to Balance Sheets

                                       F-2

<PAGE>



MERRILL LYNCH PREFERRED CAPITAL TRUST VI
NOTE TO BALANCE SHEETS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

ORGANIZATION AND PURPOSE

Merrill Lynch Preferred  Capital Trust VI (the "Trust") is a statutory  business
trust formed on December 7, 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 VI, 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
December 31, 1999.

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 will 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.



                                       F-3

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Trustees of
  Merrill Lynch Preferred Capital Trust VI

We have audited the accompanying  balance sheets of Merrill Lynch Preferred
Capital  Trust VI (the  "Trust") as of December  31, 1999 and December 25, 1998.
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 provide 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 31, 1999 and December
25, 1998 in conformity  with  generally  accepted accounting  principles.


/s/  Deloitte & Touche LLP


New York, New York
March 28, 2000


                                      F-4
<PAGE>






<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED FUNDING VI, L.P.
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------


                                                           DECEMBER 31, 1999           DECEMBER 25, 1998
                                                           -----------------           -----------------

<S>                                                        <C>                         <C>

Assets                                                           $        -                   $        -
                                                                 ==========                   ==========

Partnership Securities:

     Limited partner interest                                    $       85                   $       85
     General partner interest                                            15                           15
                                                                 ----------                   ----------
                                                                        100                          100

     Less: Receivable from partners for
           subscribed partnership interests                            (100)                        (100)
                                                                 ----------                   ----------
                                                                 $        -                   $        -
                                                                 ==========                   ==========

</TABLE>

See Note to Balance Sheets

                                       F-5



<PAGE>

MERRILL LYNCH PREFERRED FUNDING VI, L.P.
NOTE TO BALANCE SHEETS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

ORGANIZATION AND PURPOSE

Merrill  Lynch  Preferred  Funding VI,  L.P.  (the  "Partnership")  is a limited
partnership   that  was  formed  under  the  Delaware  Revised  Uniform  Limited
Partnership  Act on December 7, 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 VI (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.

                                      F-6

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the General Partner and Limited Partner of
  Merrill Lynch Preferred Funding VI, L.P.

We have audited the accompanying  balance sheets of Merrill Lynch Preferred
Funding VI, L.P.  (the  "Partnership")  as of December 31, 1999 and December 25,
1998. 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 provide 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 31, 1999 and
December 25, 1998 in conformity with generally accepted accounting principle.



/s/ Deloitte & Touche LLP

New York, New York
March 28, 2000

                                       F-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 29th day of March,
2000.

                              MERRILL LYNCH PREFERRED CAPITAL TRUST VI*

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

                              MERRILL LYNCH PREFERRED FUNDING VI, L.P.*

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

                              By: /s/ John C. Stomber
                              --------------------------------------------------
                              Name:   John C. Stomber
                              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  as of  December  3,  1998 of the  Trust
          (incorporated  by reference to Exhibit 4.1 to the Trust's  Quarterly
          Report on From 10-Q for the period ended June 25, 1999
          (File No. 1-7182-12)

     4.2  Certificate of Limited Partnership dated as of December 3, 1998 of the
          Partnership  (incorporated by reference to Exhibit 4.2 to the
          Partnership's Quarterly  Report on From 10-Q for the period ended
          June 25, 1999 (File No.1-7182-11)

     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

<PAGE>



                                                                    EXHIBIT 23



INDEPENDENT AUDITORS' CONSENT
- -----------------------------

We consent to the incorporation by reference in the Registration  Statement
No.  333-68747  of Merrill  Lynch & Co.,  Inc. on Form S-3 of our reports  dated
March 28, 2000,  appearing in this Annual  Report on Form 10-K of Merrill  Lynch
Preferred  Capital Trust VI and Merrill Lynch Preferred Funding VI, L.P. for the
period ended December 31, 1999.



/s/  Deloitte & Touche LLP


New York, New York
March 28, 2000





                                                                    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 Thomas H. Patrick,  John C. Stomber,  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 29th day of March, 2000.



           SIGNATURE                                  TITLE
           ---------                                  -----



    /s/ DAVID H. KOMANSKY                   Chairman of the Board and Chief
- -----------------------------------------   Executive Officer
        (David H. Komansky)




    /s/ THOMAS H. PATRICK                   Executive Vice President and Chief
- -----------------------------------------   Financial Officer (Principal
        (Thomas H. Patrick)                 Financial Officer)



    /s/ AHMASS L. FAKAHANY                  Senior Vice President and Controller
- -----------------------------------------   (Principal Accounting Officer)
        (Ahmass L. Fakahany)


    /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/ GEORGE B. HARVEY                    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>                         0001074544
<NAME>                        MERRILL LYNCH PREFERRED CAPITAL TRUST VI




<S>                             <C>
<PERIOD-TYPE>                   OTHER
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 DEC-26-1998
<PERIOD-END>                                   DEC-31-1999
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
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<CIK>                         0001074545
<NAME>                        MERRILL LYNCH PREFERRED FUNDING VI, L.P.




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