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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
TO 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
Merrill Lynch & Co., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-2740599
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange Act 12(g) of the Exchange Act
and is effective pursuant and is effective pursuant to
to General Instruction A.(c), General Instruction A.(d), please
please check the following check the following box. [ ]
box. [X]
Securities Act registration statement file number to which this form relates:
333-28537
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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S&P 500 Inflation Adjusted Market New York Stock Exchange
Index Target-Term Securities(SM) due
August __, 2007
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
SM "Market Index Target-Term Securities" is a service mark owned by Merrill
Lynch & Co., Inc.
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Item 1. Description of Registrant's Notes to be Registered.
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The description of the general terms and provisions of the S&P 500
Inflation Adjusted Market Index Target-Term Securities SM ("MITTS(R)") due
August __, 2007 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set
forth in the Preliminary Prospectus Supplement dated July 17, 1997, and the
Prospectus dated July 7, 1997, attached hereto as Exhibit 99 (A) are hereby
incorporated by reference and contain certain proposed terms and provisions. The
description of the Notes contained in the Prospectus Supplement to be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under
Registration Statement Number 333-28537 which will contain the final terms and
provisions of the Notes, including the maturity date of the Notes, is hereby
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof.
Item 2. Exhibits.
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99 (A) Preliminary Prospectus Supplement dated July 17, 1997, and
Prospectus dated July 7, 1997 (incorporated by reference to
registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The
Chase Manhattan Bank, formerly Chemical Bank (successor by
merger to Manufacturers Hanover Trust Company), dated as of
April 1, 1983, as amended and restated.[*]
Other securities issued by Merrill Lynch & Co., Inc. are listed on
the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
By: /s/ Gregory T. Russo
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Gregory T. Russo
Secretary
Date: September 17, 1997
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"MITTS" is a registered service mark and "Market Index Target-Term Securities"
is a service mark owned by Merrill Lynch & Co., Inc.
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A/A DATED SEPTEMBER 17, 1997
3
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INDEX TO EXHIBITS
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Exhibit No. Page No.
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99 (A) Preliminary Prospectus Supplement dated July 17, 1997, and
Prospectus dated July 7, 1997 (incorporated by reference to
registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank, formerly Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), dated as of April 1, 1983, as
amended and restated. *
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* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
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EXHIBIT 99 (B)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
No. R-
CUSIP 590188 686 $
MERRILL LYNCH & CO., INC.
S&P 500 Inflation Adjusted Market Index Target-Term Securities(SM)
due August __, 2007
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred
to as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the Adjusted Principal Amount plus the
Supplemental Redemption Amount, each as defined below, on August __, 2007 (the
"Stated Maturity").
Payment of the Adjusted Principal Amount and the Supplemental Redemption
Amount and any interest on any overdue amount thereof with respect to this
Security shall be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
This Security is one of the series of S&P 500 Inflation Adjusted Market
Index Target-Term SecuritiesSM due August __, 2007 (the "Securities").
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SM "Market Index Target-Term Securities" is a service mark owned by Merrill
Lynch & Co., Inc.
