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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MERRILL LYNCH & CO., INC. MERRILL LYNCH PREFERRED FUND-
ING I., L.P.
(Exact name of registrant as (Exact name of registrant as specified in its
specified in its charter) certificate of limited partnership)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
13-2740599 13-3917686
(I.R.S. employer identification number) (I.R.S. employer identification number)
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MERRILL LYNCH PREFERRED
CAPITAL TRUST I
(Exact name of registrant as specified in
its certificate of trust)
DELAWARE
(State or other jurisdiction of incorpora-
tion or organization)
13-7102991
(I.R.S. employer
identification number)
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World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices, including zip code)
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If this Form relates to the registration of If this Form relates to the registration of
a class of debt securities and is effective upon a class of debt securities and is to be-
filing pursuant to General Instruction come effective simultaneously with the
A(c)(1) please check the following box./ / effectiveness of a concurrent registration
statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box./ /
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Trust Originated Preferred Securities of New York Stock Exchange, Inc.
Merrill Lynch Preferred Capital Trust I
(and the Guarantee with respect thereto)
Partnership Preferred Securities of New York Stock Exchange, Inc.
Merrill Lynch Preferred Funding I, L.P.
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consist of (i) the
7 3/4% Trust Originated Preferred Securities-SM- (the "TOPrS-SM-" or "Trust
Preferred Securities"), representing undivided beneficial ownership interests
in the assets of Merrill Lynch Preferred Capital Trust I, a statutory
business trust formed under the laws of the State of Delaware (the "Trust"),
together with the Trust Preferred Securities Guarantee by Merrill Lynch &
Co., Inc., a Delaware corporation, in favor of the holders of the Trust
Preferred Securities, and (ii) the 7 3/4% Partnership Preferred Securities
(the "Partnership Preferred Securities"), representing limited partner
interests of Merrill Lynch Preferred Funding I, L.P., a Delaware limited
partnership (the "Partnership"), together with the Partnership Preferred
Securities Guarantee by Merrill Lynch & Co., Inc., a Delaware corporation, in
favor of the holders of the Partnership Preferred Securities.
For a description of the Trust Preferred Securities, reference is
made to the information set forth under the headings "Description of the
Trust Preferred Securities" and "Description of the Trust Guarantee" in the
Registration Statement on Form S-3 (Registration No. 333-16603) filed with
the Securities and Exchange Commission (the "Commission") on November 21,
1996 under the Securities Act of 1933, as amended (the "Act"), Amendment No.
1 thereto filed with the Commission on December 5, 1996 and Amendment No. 2
thereto filed with the Commission on December 11, 1996 (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"), which description is incorporated herein by reference. For a
description of the Partnership Preferred Securities, reference is made to the
information set forth under the headings "Description of the Partnership
Preferred Securities" and "Description of the Partnership Guarantee" in the
Registration Statement, which description is incorporated herein by
reference. Definitive copies of the prospectus describing the terms of the
Trust Preferred Securities and Partnership Preferred Securities will be filed
pursuant to Rule 424(b) under the Act and shall be deemed to be incorporated
herein by reference.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust dated November 20, 1996 of Merrill Lynch
Preferred Capital Trust I (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of Merrill Lynch
Preferred Capital Trust I (incorporated by reference to Exhibit 4.1
to the Registration Statement).
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2.3 Certificate of Limited Partnership dated as of November 20, 1996 of
Merrill Lynch Preferred Funding I, L.P. (incorporated by reference
to Exhibit 4.3 to the Registration Statement).
2.4 Form of Amended and Restated Limited Partnership Agreement of
Merrill Lynch Preferred Funding I, L.P. (incorporated by reference
to Exhibit 4.4 to the Registration Statement).
2.5 Form of Trust Preferred Securities Guarantee Agreement between
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as
guarantee trustee (incorporated by reference to Exhibit 4.5 to the
Registration Statement).
2.6 Form of Partnership Preferred Securities Guarantee Agreement by
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as
guarantee trustee (incorporated by reference to Exhibit 4.6 to the
Registration Statement).
2.7 Form of Subordinated Debenture Indenture between Merrill Lynch &
Co., Inc. and The Chase Manhattan Bank, as trustee (incorporated by
reference to Exhibit 4.7 to the Registration Statement).
2.8 Form of Affiliate Debenture Guarantee Agreement between Merrill
Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee
trustee (incorporated by reference to Exhibit 4.8 to the
Registration Statement).
2.9 Form of Trust Preferred Security (included in Exhibit 2.2 above).
2.10 Form of Partnership Preferred Security (included in Exhibit 2.4
above).
2.11 Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.11 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MERRILL LYNCH PREFERRED CAPITAL
TRUST I
Dated: December 19, 1996
By: /s/ THERESA LANG
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Name: Theresa Lang
Title: Regular Trustee
MERRILL LYNCH PREFERRED FUNDING I,
L.P.
By: MERRILL LYNCH & CO., INC.,
as General Partner
By: /s/ THERESA LANG
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Name: Theresa Lang
Title: Senior Vice President and Treasurer
MERRILL LYNCH & CO., INC.
By: /s/ THERESA LANG
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Name: Theresa Lang
Title: Senior Vice President and Treasurer
