<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENTS
UNDER
THE SECURITIES ACT OF 1933
------------------------
MERRILL LYNCH & CO., INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-2740599
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1334
(212) 449-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
ROSEMARY T. BERKERY, ESQ.
ASSOCIATE GENERAL COUNSEL
MERRILL LYNCH & CO., INC.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1334
(212) 449-6990
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
NORMAN D. SLONAKER, ESQ. DONALD R. CRAWSHAW, ESQ.
BROWN & WOOD LLP SULLIVAN & CROMWELL
ONE WORLD TRADE CENTER 125 BROAD STREET
NEW YORK, NEW YORK 10048 NEW YORK, NEW YORK 10004
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
----------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE AGGREGATE MAXIMUM AGGREGATE
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1)
Debt Securities and Warrants.......... $3,000,000,000(2) 100% $3,000,000,000
Debt Securities and Warrants to be
sold in market-making
transactions(3)....................... -- -- --
<CAPTION>
TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Debt Securities and Warrants.......... $909,091
Debt Securities and Warrants to be
sold in market-making
transactions(3)....................... --
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Such amount shall be increased, if any Debt Securities are issued at an
original issue discount, by an amount such that the net proceeds to be received
by the Registrant shall be equal to the above amount to be registered. Any
offering of Debt Securities denominated other than in U.S. dollars will be
treated as the equivalent in U.S. dollars based on the official exchange rate
applicable to the purchase of such Debt Securities from the Registrant. Pursuant
to Rule 429 under the Securities Act of 1933, the Prospectus included in this
Post-Effective Amendment relates to the remaining unsold Debt Securities and
Warrants having an aggregate principal amount of $1,485,572,580 which were
previously registered by the Registrant under Registration Statement No.
333-13649 on Form S-3. The following registration statements, each having the
original effective date indicated parenthetically, are amended hereby (the
number of such post-effective amendment applicable to a registration statement
being also indicated parenthetically), all as follows: 2-78338 (July 23,
1982-No. 21); 2-83477 (May 9, 1983-No. 20); 2-89519 (February 23, 1984-No. 19);
2-96315 (March 20, 1985-No. 17); 33-03079 (February 6, 1986-No. 16); 33-03602
(April 15, 1986-No. 13); 33-05125 (April 28, 1986-No. 5); 33-09910 (November 5,
1986-No. 14); 33-16165 (August 11, 1987-No. 13); 33-17965 (November 5, 1987-No.
12); 33-19820 (January 29, 1988-No. 12); 33-23605 (August 16, 1988-No. 11);
33-27512 (March 20, 1989-No. 10); 33- 27594 (March 20, 1989-No. 10); 33-35456
(August 10, 1990-No. 10); 33-38879 (February 12, 1991-No. 9); 33-42041 (August
16, 1991-No. 9); 33-45327 (February 12, 1992-No. 8); 33-54218 (November 19,
1992-No. 7); 33-49947 (August 25, 1993-No. 6); 33-51489 (January 14, 1994-No.
5); 33-52647 (March 22, 1994-No. 4); 33-61559 (August 23, 1995-No. 3); 33-65135
(January 12, 1996-No. 7). and 333-13649 (November 25, 1996-No. 1). Each such
post-effective amendment shall hereafter become effective concurrently with the
effectiveness of this Post-Effective Amendment in accordance with Section 8(c)
of the Securities Act of 1933.
(3) This Registration Statement also registers an indeterminate amount of
securities to be sold by Merrill Lynch, Pierce, Fenner & Smith Incorporated in
market-making transactions where required.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, ISSUE DATE: APRIL 15, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
[LOGO]
MERRILL LYNCH & CO., INC.
DEBT SECURITIES AND WARRANTS
Merrill Lynch & Co., Inc. (the "Company") intends to sell from time to time
up to $4,485,572,580 aggregate principal amount (or net proceeds in the case of
warrants and in the case of securities issued at an original issue discount), or
its equivalent in such foreign currencies or units of two or more currencies,
based on the applicable exchange rate at the time of offering, as shall be
designated by the Company at the time of offering, of its senior debt securities
("Senior Debt Securities"), subordinated debt securities ("Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities"), warrants to purchase Debt Securities ("Debt Warrants"), warrants
entitling the holders thereof to receive from the Company a payment or delivery
determined by reference to decreases or increases in the level of an index or
portfolio based on one or more equity or debt securities (including the price or
yield of such securities), any statistical measure of economic or financial
performance (including any consumer price, currency or mortgage index) or the
price or value of any commodity or a combination thereof (the "Index Warrants")
and warrants to receive from the Company the cash value in U.S. dollars of the
right to purchase ("Currency Call Warrants") or to sell ("Currency Put Warrants"
and, together with the Currency Call Warrants, the "Currency Warrants") such
foreign currencies or units of two or more currencies as shall be designated by
the Company at the time of offering. The Debt Securities, Debt Warrants, Index
Warrants and Currency Warrants, which are collectively called the "Securities",
may be offered either jointly or separately and will be offered to the public on
terms determined by market conditions at the time of sale and set forth in a
prospectus supplement.
The Securities will be unsecured and, except in the case of Subordinated
Debt Securities, will rank equally with all other unsecured and unsubordinated
indebtedness of the Company. The Subordinated Debt Securities will be
subordinated to all existing and future Senior Indebtedness of the Company.
Each issue of Securities may vary, where applicable, as to aggregate
principal amount, maturity date, public offering or purchase price, interest
rate or rates, if any, and timing of payments thereof, provision for redemption,
sinking fund requirements, if any, exercise provisions, currencies of
denomination or currencies otherwise applicable thereto, the option of the
Company to satisfy its obligations upon maturity or any redemption or required
repurchase or in connection with any exchange provisions by delivering
securities (whether or not issued by, or the obligations of, the Company) or a
combination of cash, other securities and/or property and any other variable
terms and method of distribution. The accompanying Prospectus Supplement (the
"Prospectus Supplement") sets forth the specific terms with regard to the
Securities in respect of which this Prospectus is being delivered. The Company
may elect to deliver to purchasers of Securities an abbreviated term sheet
setting forth a description of the Securities being offered, or a summary
thereof (a "Terms Sheet"), instead of a Prospectus Supplement. This Prospectus
may be delivered prior to or concurrently with a Terms Sheet.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The Securities may be sold through Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S") as agent or may be offered and
reoffered through, or through underwriting syndicates managed or co-managed by,
one or more underwriters, including MLPF&S, or directly to purchasers by the
Company. The Securities may not be sold without delivery of a Prospectus
Supplement describing such issue of Securities, the method and terms of offering
thereof or of a Terms Sheet, the names of any agents or underwriters and any
applicable commissions or discounts.
---------------------
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996, and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
(WITHOUT EXHIBITS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE) OF
ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. REQUESTS
FOR SUCH COPIES SHOULD BE DIRECTED TO MR. GREGORY T. RUSSO, SECRETARY, MERRILL
LYNCH & CO., INC., 100 CHURCH STREET, 12TH FLOOR, NEW YORK, NEW YORK 10080-6512;
TELEPHONE NUMBER (212) 602-8435.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Securities
for general corporate purposes. Such uses may include the funding of investments
in, or extensions of credit to, its subsidiaries, the funding of assets held by
the Company or its subsidiaries, including securities inventories, customer
receivables and loans (including business loans, home equity loans and loans in
connection with investment banking-related merger and acquisition activities)
and the lengthening of the average maturity of the Company's borrowings
(including the refunding of maturing indebtedness). The precise amount and
timing of investments in, and extensions of credit to, its subsidiaries will
depend upon their funding requirements and the availability of other funds to
the Company and its subsidiaries. Pending such applications, the net proceeds
will be temporarily invested or applied to the reduction of short-term
indebtedness. A substantial portion of the proceeds from the sale of any
Currency Warrants or Index Warrants may be used to hedge market risks with
respect to such Warrants. Management of the Company expects that it will, on a
recurrent basis, engage in additional financings as the need arises to finance
the growth of the Company or to lengthen the average maturity of its borrowings.
To the extent that Securities being purchased for resale by MLPF&S are not
resold, the aggregate proceeds to the Company and its subsidiaries would be
reduced.
3
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following summary of consolidated financial information was derived
from, and is qualified in its entirety by reference to, the financial statements
and other information and data contained in the Company's Annual Report on Form
10-K for the year ended December 27, 1996. See "Incorporation of Certain
Documents by Reference". The year-end results include 52 weeks for 1992, 1994,
1995, and 1996 and 53 weeks for 1993.
The Company conducts its business in highly volatile markets. Consequently,
the Company's results can be affected by many factors, including general market
conditions, the liquidity of secondary markets, the level and volatility of
interest rates and currency values, the valuation of securities positions,
competitive conditions, and the size, number, and timing of transactions. In
periods of unfavorable market activity, profitability can be adversely affected
because certain expenses remain relatively fixed. As a result, net earnings and
revenues can vary significantly from period to period.
<TABLE>
<CAPTION>
YEAR ENDED LAST FRIDAY IN DECEMBER
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996
---------- ---------- ---------- ---------- ----------
<CAPTION>
(IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 13,413 $ 16,588 $ 18,234 $ 21,513 $ 25,011
Net revenues(1)........................................... $ 8,577 $ 10,558 $ 9,625 $ 10,265 $ 13,116
Earnings before income taxes and cumulative effect of
changes in accounting principles(2)..................... $ 1,621 $ 2,425 $ 1,730 $ 1,811 $ 2,566
Cumulative effect of changes in accounting principles (net
of applicable income taxes)(2).......................... $ (58) $ (35) -- -- --
Net earnings(2)........................................... $ 894 $ 1,359 $ 1,017 $ 1,114 $ 1,619
Ratio of earnings to fixed charges(3)..................... 1.3 1.4 1.2 1.2 1.2
Total assets(4)........................................... $ 107,024 $ 152,910 $ 163,749 $ 176,857 $ 213,016
Long-term borrowings(5)................................... $ 10,871 $ 13,469 $ 14,863 $ 17,340 $ 26,102
Stockholders' equity(6)................................... $ 4,569 $ 5,486 $ 5,818 $ 6,141 $ 6,892
</TABLE>
- ------------------------
(1) Net revenues are revenues net of interest expense.
(2) Net earnings for 1992 have been reduced by $58 million to reflect the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 106,
EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS, and
SFAS No. 109, ACCOUNTING FOR INCOME TAXES. Net earnings for 1993 were
reduced by $35 million to reflect the adoption of SFAS No. 112, EMPLOYERS'
ACCOUNTING FOR POSTEMPLOYMENT BENEFITS.
(3) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income
taxes and fixed charges. "Fixed charges" consists of interest costs,
amortization of debt expense, preferred stock dividend requirements of
majority-owned subsidiaries, and that portion of rentals estimated to be
representative of the interest factor.
(4) In 1994, the Company adopted Financial Accounting Standards Board ("FASB")
Interpretation No. 39, "OFFSETTING OF AMOUNTS RELATED TO CERTAIN CONTRACTS",
and FASB Interpretation No. 41, "OFFSETTING OF AMOUNTS RELATED TO CERTAIN
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS", which increased assets and
liabilities at December 30, 1994 by approximately $8,500 million.
(5) To finance its diverse activities, the Company and certain of its
subsidiaries borrow substantial amounts of short-term funds on a regular
basis. Although the amount of short-term borrowings varies significantly
with the level of general business activity, on December 27, 1996, $2,733
million of bank
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
4
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
loans and $23,558 million of commercial paper were outstanding. In addition,
certain of the Company's subsidiaries lend securities and enter into
repurchase agreements to obtain financing. At December 27, 1996, cash
deposits for securities loaned and securities sold under agreements to
repurchase amounted to $2,751 million and $62,669 million, respectively.
From December 28, 1996 to April 11, 1997, long-term borrowings, net of
repayments and repurchases, increased by approximately $4,787 million.
(6) On February 6, 1997, Merrill Lynch Preferred Capital Trust II (the "Trust"),
issued $300 million of 8% Trust Originated Preferred Securities(SM). The
Trust holds preferred securities of a partnership, which is a subsidiary of
the Company. The assets of the partnership consist primarily of debt
securities of the Company and one of its subsidiaries. The Company has
guaranteed, on a subordinated basis, certain payments by the Trust and the
partnership.
FISCAL YEAR 1996
Financial markets were strong in 1996, led by a stable U.S. economy and
heightened individual and institutional investor activity. Low interest rates
and strong cash flows into mutual funds combined to make 1996 a record-breaking
year in U.S. equity markets and led to significant gains in most international
markets.
Net earnings for 1996 were a record $1,619 million, up 45% from $1,114
million in 1995. Earnings per common share were $8.20 primary and $8.06 fully
diluted, compared with $5.44 primary and $5.42 fully diluted in 1995. Total
revenues were a record $25,011 million, up 16% from 1995. Net revenues (revenues
after interest expense) totaled $13,116 million in 1996, up 28% from 1995.
Commission revenues increased 21% to a record $3,786 million from $3,126
million in 1995, due primarily to higher levels of listed and over-the-counter
securities transactions and mutual fund commissions. Commissions from listed and
over-the-counter securities were up as a result of higher trading volumes on the
New York Stock Exchange, Nasdaq, and most international exchanges. Mutual fund
commission revenues rose primarily as a result of strong sales of U.S. funds and
higher distribution fees from deferred-charge funds.
Interest and dividend revenues increased 6% to $12,899 million from $12,221
million in 1995. Interest expense, which includes dividend expense, increased 6%
from 1995 to $11,895 million. Net interest and dividend profit was $1,004
million, up 3% from $973 million in 1995 resulting from increases in interest
spreads as the U.S. Treasury yield curve steepened for a portion of the year.
Principal transactions revenues rose 37% from 1995 to a record $3,454
million due to favorable market conditions, highlighted by rising stock prices,
low interest rates, and narrowing credit spreads. These conditions led to
increased customer demand particularly for higher yielding securities.
Equities and equity derivative trading revenues increased 25% to $1,138
million, due principally to higher trading revenues from international equities
and over-the-counter securities. International equities trading revenues
benefited primarily from improved market conditions and increased capacity due
to the acquisition of Smith New Court PLC in the third quarter of 1995.
Over-the-counter securities trading revenues were up as a result of record
Nasdaq volume.
Taxable fixed-income trading revenues increased 87% to $966 million
primarily due to higher revenues from mortgage-backed products, non-U.S.
governments and agencies securities, and money market instruments. The increase
in mortgage-backed securities trading revenues was attributable to improved
liquidity in this market and increased customer demand compared with a year ago.
Trading
- ------------------------
(SM) Trust Originated Preferred Securities is a service mark of Merrill Lynch &
Co., Inc.
5
<PAGE>
revenues from non-U.S. governments and agencies securities advanced due in part
to increased customer demand for higher yields associated with emerging market
securities. Trading revenues from money market instruments benefited from
increased floating-rate note activity in European markets.
Interest rate and currency swaps trading revenues rose 22% to $893 million
due to higher revenues from both non-U.S. and U.S. dollar-denominated
transactions. Municipal securities revenues were up 19% to $323 million as a
result of increased investor demand for tax-advantaged products. Foreign
exchange and commodities trading revenues, in the aggregate, increased 56% to
$134 million. Higher volume led to increased foreign exchange trading revenues
as the U.S. dollar strengthened versus most currencies, particularly the
Japanese yen and German mark.
Investment banking revenues advanced to a record $1,945 million, up 49% from
$1,308 million in 1995. Underwriting fees were higher in virtually all products
due to record equity and debt underwriting volume industrywide. Strategic
services revenues benefited from strong merger and acquisition activity
industrywide and significant gains in market share.
Asset management and portfolio service fees were a record $2,261 million in
1996, up 20% from $1,890 million in 1995, as a result of strong inflows of
client assets and net asset appreciation. Other revenues were up 48% to $666
million primarily due to an increase in realized investment gains of $171
million, of which $155 million related to the sale of one-third of Merrill
Lynch's minority interest in Bloomberg L.P., and a $40 million increase in gains
from real estate transactions, primarily sales of mortgages to Real Estate
Mortgage Investment Conduits ("REMICs").
Non-interest expenses were $10,550 million, up 25% from $8,454 million in
1995. Compensation and benefits expense, which represented approximately 64% of
non-interest expenses, increased 27% during 1996 due to higher incentive and
production-related compensation and an 8% increase in the number of full-time
employees. Compensation and benefits expense was 51.1% of net revenues for 1996,
compared with 51.3% in 1995.
Non-interest expenses excluding compensation and benefits, rose 21% to
$3,846 million. A significant component of the increase related to strategic
investments to upgrade technology and processing capabilities.
Communications and equipment rental expense was up 15% from 1995 due to
increased computer maintenance costs related to system initiatives, as well as
higher levels of business activity. Depreciation and amortization expense rose
12% from 1995 due primarily to purchases of technology-related equipment during
the past year. Higher systems development and management consulting costs led to
a 37% increase in professional fees.
Occupancy costs rose 13%, primarily as a result of a non-recurring pretax
charge of $40 million. This charge related to the rejection in bankruptcy of the
long-term sublease agreement with Olympia & York for space in the World
Financial Center, South Tower, which led to a difference between expected rents
from sublessees and the Company's lease obligation for the space. Advertising
and market development costs rose 29% due to increased international travel and
higher production-related recognition programs. Brokerage, clearing, and
exchange fees were up 15% as a result of higher securities volume, particularly
in international markets. Other expenses were up 23% from 1995 due in part to
provisions related to various business activities and goodwill amortization.
Income tax expense totaled $947 million for 1996. The effective tax rate in
1996 was 36.9%, compared with 38.5% a year ago. The effective tax rate decreased
in 1996 primarily as a result of tax benefits associated with non-U.S.
operations.
6
<PAGE>
CERTAIN BALANCE SHEET INFORMATION AS OF DECEMBER 27, 1996
The Company believes that its equity base is adequate relative to the level
and composition of its assets and the mix of its business.
In the normal course of business, the Company underwrites, trades, and holds
non-investment grade cash instruments in connection with its investment banking,
market-making, and derivative structuring activities. During the past year,
non-investment grade trading inventories increased to satisfy growing client
demand for higher-yielding investments, including emerging market and other
non-U.S. securities.
At December 27, 1996, non-investment grade trading assets and liabilities
for cash instruments were $7,585 million and $905 million, respectively.
Derivative contracts in a gain position with non-investment grade counterparties
totaled $2,470 million at December 27, 1996. Collateral held to mitigate the
risk associated with these derivative contracts was $848 million.
Derivatives may also expose the Company to credit risk related to the
underlying security. In addition, derivatives may subject the Company to credit
spread risk in that changes in the credit quality of the underlying securities
may impact the derivatives' fair values. At December 27, 1996, trading assets
and liabilities, representing the fair value of derivatives with non-investment
grade underlying securities, were $63 million and $64 million, respectively.
Derivative contracts related to non-investment grade underlying securities with
notional amounts subject to credit risk (calculated as notional subject to the
strike or reference price) were $2,895 million at December 27, 1996.
The Company engages in hedging strategies to reduce its exposure associated
with non-investment grade positions by purchasing an option to sell the related
security or by entering into an offsetting derivative contract. The Company also
uses non-investment grade trading inventories, principally non-U.S. governments
and agencies securities, to hedge the exposure arising from structured
derivative transactions. At December 27, 1996, the credit risk of non-investment
grade positions was hedged by cash instruments of $905 million and derivatives
with notional amounts of $1,311 million.
At December 27, 1996, the largest non-investment grade concentration
consisted of various sovereign and corporate issues of a South American country
totaling $1.0 billion, which primarily represented hedges of other financial
instruments. At December 27, 1996, the Company held an aggregate carrying value
of $133 million in debt and equity securities of issuers in various stages of
bankruptcy proceedings or in default, of which 58% resulted from the Company's
market-making activities in such securities. In addition, the Company held
distressed bank loans totaling $351 million at year-end 1996.
The Company's insurance subsidiaries also hold non-investment grade
securities that are classified as available-for-sale and are carried at fair
value. Non-investment grade investments of insurance subsidiaries were $206
million at December 27, 1996.
At December 27, 1996 the carrying value of extensions of credit provided to
corporations entering into leveraged transactions aggregated $340 million
(excluding unutilized lines of credit and other lending commitments of $301
million), consisting primarily of senior term and subordinated financings to 36
medium-sized companies. Subsequent to year end, a $125 million loan commitment
was extended, which was reduced to $10 million through syndication. At December
27, 1996, the Company had a bridge loan outstanding of $31 million, which was
repaid subsequent to year end. Direct equity investments made in conjunction
with the Company's investment and merchant banking activities aggregated $113
million at December 27, 1996, representing investments in 48 enterprises. At
December 27, 1996, the Company held interests in partnerships, totaling $104
million (recorded on the cost basis) that invest in highly leveraged
transactions. At December 27, 1996, the Company also committed to invest an
additional $82 million in partnerships that invest in leveraged transactions.
No one industry sector accounted for more than 24% of total non-investment
grade positions and highly leveraged transactions.
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DESCRIPTION OF DEBT SECURITIES
Unless otherwise specified in a Prospectus Supplement, the Senior Debt
Securities are to be issued under an indenture (the "1983 Indenture"), dated as
of April 1, 1983, as amended and restated, between the Company and The Chase
Manhattan Bank, formerly known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), as trustee or issued under an indenture
(the "1993 Indenture"), dated as of October 1, 1993, between the Company and The
Chase Manhattan Bank (successor by merger to The Chase Manhattan Bank, N.A.), as
trustee (each, a "Senior Debt Trustee"). The 1983 Indenture and the 1993
Indenture are referred to herein as the "Senior Indentures". The Subordinated
Debt Securities are to be issued under an indenture (the "Subordinated
Indenture"), between the Company and The Chase Manhattan Bank, as trustee (the
"Subordinated Debt Trustee"). The Senior Debt Securities and Subordinated Debt
Securities may also be issued under one or more other indentures (each, a
"Subsequent Indenture") and have one or more other trustees (each, a "Subsequent
Trustee"). Any Subsequent Indenture relating to Senior Debt Securities will have
terms and conditions identical in all material respects to the above-referenced
Senior Indentures and any Subsequent Indenture relating to Subordinated Debt
Securities will have terms and conditions identical in all material respects to
the above-referenced Subordinated Indenture, including, but not limited to, the
applicable terms and conditions described below. Any Subsequent Indenture
relating to a series of Debt Securities, and the trustee with respect thereto,
will be identified in the applicable Prospectus Supplement. The Senior
Indentures, the Subordinated Indenture and any Subsequent Indentures (whether
senior or subordinated) are referred to herein as the "Indentures"; and the
Senior Debt Trustees, the Subordinated Debt Trustee and any Subsequent Trustees
are referred to herein as the "Trustees". A copy of each Indenture is filed (or,
in the case of a Subsequent Indenture, will be filed) as an exhibit to the
registration statements relating to the Securities (collectively, the
"Registration Statement"). The following summaries of certain provisions of the
Indentures do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all provisions of the respective Indentures,
including the definitions therein of certain terms.
GENERAL
Each Indenture provides that Debt Securities (Senior Debt Securities in the
case of the Senior Indentures or a Subsequent Indenture for Senior Debt
Securities, and Subordinated Debt Securities in the case of the Subordinated
Indenture or a Subsequent Indenture for Subordinated Debt Securities) may be
issued thereunder, without limitation as to aggregate principal amount, in one
or more series, by the Company from time to time upon satisfaction of certain
conditions precedent, including the delivery by the Company to the applicable
Trustee of a resolution of the Board of Directors, or the Executive Committee
thereof, of the Company which fixes or provides for the establishment of terms
of such Debt Securities, including: (1) the aggregate principal amount of such
Debt Securities and whether there is any limit upon the aggregate principal
amount of such Debt Securities that may be subsequently issued; (2) the date on
which such Debt Securities will mature; (3) the principal amount payable with
respect to such Debt Securities whether at maturity or upon earlier
acceleration, and whether such principal amount will be determined with
reference to an index, formula or other method; (4) the rate or rates per annum
(which may be fixed or variable) at which such Debt Securities will bear
interest, if any; (5) the dates on which such interest, if any, will be payable;
(6) the provisions for redemption of such Debt Securities, if any, the
redemption price and any remarketing arrangements relating thereto; (7) the
sinking fund requirements, if any, with respect to such Debt Securities; (8)
whether such Debt Securities are denominated or provide for payment in United
States dollars or a foreign currency or units of two or more of such foreign
currencies; (9) the form (registered or bearer or both) in which such Debt
Securities may be issued and any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of such Debt Securities in
either form; (10) whether and under what circumstances the Company will pay
additional amounts ("Additional Amounts") in respect of such Debt Securities
held by a person who is not a U.S. person (as defined in the Prospectus
Supplement, as applicable) in respect of specified taxes, assessments or other
governmental charges and whether the Company has the option to redeem the
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affected Debt Securities rather than pay such Additional Amounts; (11) whether
such Debt Securities are to be issued in global form; (12) the title of the Debt
Securities and the series of which such Debt Securities shall be a part; (13)
the denominations of such Debt Securities and (14) whether, and the terms and
conditions relating to when, the Company may satisfy certain of its obligations
with respect to such Debt Securities with regard to payment upon maturity, or
any redemption or required repurchase or in connection with any exchange
provisions by delivering to the Holders thereof securities (whether or not
issued by, or the obligation of, the Company) or a combination of cash, other
securities and/or property. Reference is made to the Prospectus Supplement for
the terms of the Debt Securities being offered thereby, including whether such
Debt Securities are Senior Debt Securities or Subordinated Debt Securities. The
Company may elect to deliver to purchasers of Securities a Terms Sheet instead
of a Prospectus. This Prospectus may be delivered prior to or concurrently with
a Terms Sheet. Debt Securities may also be issued under the Indentures upon the
exercise of Debt Warrants. See "Description of Debt Warrants". Nothing in the
Indentures or in the terms of the Debt Securities will prohibit the issuance of
securities representing subordinated indebtedness that is senior or junior to
the Subordinated Debt Securities.
The Debt Securities will be issued, to the extent provided in the Prospectus
Supplement, in fully registered form without coupons, and/or in bearer form with
or without coupons, and in denominations set forth in the Prospectus Supplement.
No service charge will be made for any registration of transfer of registered
Debt Securities or exchange of Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charges that
may be imposed in connection therewith. Each Indenture provides that Debt
Securities issued thereunder may be issued in global form. If any series of Debt
Securities is issuable in global form, the applicable Prospectus Supplement will
describe the circumstances, if any, under which beneficial owners of interest in
any such global Debt Securities may exchange such interests for Debt Securities
of such series and of like tenor and principal amount in any authorized form and
denomination. Principal of, and any premium, Additional Amounts and interest on,
a global Debt Security will be payable in the manner described in the applicable
Prospectus Supplement.
The provisions of the Indentures described above provide the Company with
the ability, in addition to the ability to issue Debt Securities with terms
different from those of Debt Securities previously issued, to "reopen" a
previous issue of a series of Debt Securities and issue additional Debt
Securities of such series.
The Senior Debt Securities will be unsecured and will rank pari passu with
all other unsecured and unsubordinated indebtedness of the Company. The
Subordinated Debt Securities will be unsecured and will be subordinated to all
existing and future Senior Indebtedness (as defined below) of the Company. Since
the Company is a holding company, the right of the Company, and hence the right
of creditors of the Company (including the Holders of the Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Principal and any interest, premium and Additional Amounts will be payable
in the manner, at the places and subject to the restrictions set forth in the
applicable Indenture, the Debt Securities and the Prospectus Supplement relating
thereto, provided that payment of any interest and any Additional Amounts may be
made at the option of the Company by check mailed to the holders of registered
Debt Securities at their registered addresses.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer, in the manner, at the places and
subject to the restrictions set forth in the applicable Indenture, the Debt
Securities and the Prospectus Supplement relating thereto. Debt Securities in
bearer form and the coupons, if any, pertaining thereto will be transferable by
delivery. No service charge will be made for
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any transfer or exchange of Debt Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
MERGER AND CONSOLIDATION
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume payment
of the principal of, and any premium, Additional Amounts or interest on, the
Debt Securities and the performance and observance of all of the covenants and
conditions of the Indentures to be performed or observed by the Company, and
(ii) the Company or such successor corporation, as the case may be, shall not
immediately thereafter be in default under the Indentures.
MODIFICATION AND WAIVER
Modification and amendment of each Indenture may be effected by the Company
and the applicable Trustee with the consent of the Holders of at least 66 2/3%
in principal amount of the Outstanding Debt Securities of each series issued
pursuant to such Indenture and affected thereby, provided that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity of,
or any installment of interest or Additional Amounts on, any Debt Security or
any premium payable on the redemption thereof, or change the Redemption Price;
(b) reduce the principal amount of, or the interest or Additional Amounts
payable on, any Debt Security or reduce the amount of principal which could be
declared due and payable prior to the Stated Maturity; (c) change the place or
currency of any payment of principal of, or any premium, interest or Additional
Amounts on, any Debt Security; (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security; (e) reduce
the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required to modify or amend such
Indenture; or (f) modify the foregoing requirements or reduce the percentage of
Outstanding Debt Securities necessary to waive any past default to less than a
majority. No modification or amendment of the Subordinated Indenture or any
Subsequent Indenture for Subordinated Debt Securities may adversely affect the
rights of any Holder of Senior Indebtedness without the consent of such Holder.
Except with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Debt Securities of any series may,
with respect to such series, waive past defaults under the applicable Indenture
and waive compliance by the Company with certain provisions of such Indenture.
EVENTS OF DEFAULT
Under each Indenture, the following will be Events of Default with respect
to Debt Securities of any series issued thereunder: (a) default in the payment
of any interest or Additional Amounts upon any Debt Security of that series when
due, and such default has continued for 30 days; (b) default in the payment of
any principal of or premium, if any, on any Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Debt Security of that series; (d) default in the performance of
any other covenant of the Company contained in such Indenture for the benefit of
such series or in the Debt Securities of such series, and such default has
continued for 60 days after written notice as provided in such Indenture; (e)
certain events in bankruptcy, insolvency or reorganization; and (f) any other
Event of Default provided with respect to Debt Securities of that series. The
applicable Trustee or the Holders of 25% in principal amount of the Outstanding
Debt Securities of that series may declare the principal amount (or such lesser
amount as may be provided for in the Debt Securities of that series) of all
Outstanding Debt Securities of that series and the interest accrued thereon and
Additional Amounts payable in respect thereof, if any, to be due and payable
immediately if an Event of Default with
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respect to Debt Securities of such series shall occur and be continuing at the
time of declaration. At any time after a declaration of acceleration has been
made with respect to Debt Securities of any series but before a judgment or
decree for payment of money due has been obtained by the applicable Trustee, the
Holders of a majority in principal amount of the Outstanding Debt Securities of
that series may rescind any declaration of acceleration and its consequences,
provided that all payments due (other than those due as a result of
acceleration) have been made and all Events of Default have been remedied or
waived. Any Event of Default with respect to Debt Securities of any series may
be waived by the Holders of a majority in principal amount of all Outstanding
Debt Securities of that series, except in a case of failure to pay principal of
or premium, if any, or interest or Additional Amounts, if any, on any Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Debt Security of such series
affected.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the applicable Trustee or exercising any
trust or power conferred on such Trustee with respect to Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the applicable Indenture. Subject to the provisions of each Indenture
relating to the duties of the appropriate Trustee, before proceeding to exercise
any right or power under an Indenture at the direction of such Holders, the
applicable Trustee shall be entitled to receive from such Holders reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in complying with any such direction.
The Company will be required to furnish to each Trustee annually a statement
as to the fulfillment by the Company of all of its obligations under the
applicable Indenture.
SPECIAL TERMS RELATING TO THE SENIOR DEBT SECURITIES
LIMITATIONS UPON LIENS
The Senior Indentures provide that the Company may not, and may not permit
any Subsidiary to, create, assume, incur or permit to exist any indebtedness for
borrowed money secured by a pledge, lien or other encumbrance (except for
certain liens specifically permitted by the Senior Indentures) on the Voting
Stock owned directly or indirectly by the Company of any Subsidiary (other than
a Subsidiary which, at the time of incurrence of such secured indebtedness, has
a net worth of less than $3,000,000) without making effective provision whereby
the Outstanding Senior Debt Securities will be secured equally and ratably with
such secured indebtedness.
LIMITATIONS ON DISPOSITION OF VOTING STOCK OF, AND MERGER AND SALE OF ASSETS BY,
MLPF&S
The Senior Indentures provide that the Company may not sell, transfer or
otherwise dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell
or otherwise dispose of any of its Voting Stock, unless, after giving effect to
any such transaction, MLPF&S remains a Controlled Subsidiary (defined in the
Senior Indentures to mean a corporation more than 80% of the outstanding shares
of Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Senior Indentures provide that the Company may not permit MLPF&S
to (i) merge or consolidate, unless the surviving company is a Controlled
Subsidiary, or (ii) convey or transfer its properties and assets substantially
as an entirety, except to one or more Controlled Subsidiaries.
SPECIAL TERMS RELATING TO THE SUBORDINATED DEBT SECURITIES
Upon any distribution of assets of the Company resulting from any
dissolution, winding up, liquidation or reorganization, payments on Subordinated
Debt Securities are to be subordinated to the extent provided in the
Subordinated Indenture in right of payment to the prior payment in full of all
Senior
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Indebtedness, but the obligation of the Company to make payments on the
Subordinated Debt Securities will not otherwise be affected. No payment on
Subordinated Debt Securities may be made at any time when there is a default in
the payment of any principal, premium, interest, Additional Amounts, if any, or
sinking fund of or on any Senior Indebtedness. Holders of Subordinated Debt
Securities will be subrogated to the rights of holders of Senior Indebtedness to
the extent of payments made on Senior Indebtedness upon any distribution of
assets in any such proceedings out of the distributive shares of Subordinated
Debt Securities. By reason of such subordination, in the event of a distribution
of assets upon insolvency, certain creditors of the Company may recover more,
ratably, than Holders of Subordinated Debt Securities.
Senior Indebtedness is defined in the Subordinated Indenture as any payment
in respect of indebtedness of the Company for money borrowed, except for any
such indebtedness that is by its terms subordinated to or PARI PASSU with
securities issued pursuant to the Subordinated Indenture. As of December 27,
1996, a total of approximately $53.0 billion of the Company's indebtedness would
have been Senior Indebtedness as so defined.
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DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with Debt Securities, Currency Warrants or
Index Warrants or separately, Debt Warrants for the purchase of Debt Securities.
The Debt Warrants are to be issued under debt warrant agreements (each a "Debt
Warrant Agreement") to be entered into between the Company and a bank or trust
company, as debt warrant agent (the "Debt Warrant Agent"), all as shall be set
forth in the Prospectus Supplement relating to Debt Warrants being offered
thereby. A copy of the form of Debt Warrant Agreement, including the form of
warrant certificates representing the Debt Warrants (the "Debt Warrant
Certificates"), reflecting the alternative provisions to be included in the Debt
Warrant Agreements that will be entered into with respect to particular
offerings of Debt Warrants, is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Debt Warrant
Agreement and the Debt Warrant Certificates do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the Debt Warrant Agreement and the Debt Warrant Certificates,
respectively, including the definitions therein of certain terms.
GENERAL
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Debt Warrant Agreement relating to such Debt
Warrants and the Debt Warrant Certificates representing such Debt Warrants,
including the following: (1) the designation, aggregate principal amount, price
at which such principal amount may be purchased upon exercise and terms of the
Debt Securities purchasable upon exercise of such Debt Warrants, including
whether such Debt Securities are Senior Debt Securities or Subordinated Debt
Securities, and the procedures and conditions relating to the exercise of such
Debt Warrants; (2) the designation and terms of any related Debt Securities with
which such Debt Warrants are issued, including whether such Debt Securities are
Senior Debt Securities or Subordinated Debt Securities, the number of such Debt
Warrants issued with each such Debt Security, and the Indenture under which the
Debt Securities will be issued; (3) the date, if any, on and after which such
Debt Warrants and the related Debt Securities will be separately transferable;
(4) the date on which the right to exercise such Debt Warrants shall commence
and the date on which such right shall expire (the "Expiration Date"); (5) if
the Debt Securities purchasable upon exercise of such Debt Warrants are original
issue discount Debt Securities, a discussion of Federal income tax
considerations applicable thereto; and (6) whether the Debt Warrants represented
by the Debt Warrant Certificates will be issued in registered or bearer form,
and, if registered, where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of Holders of
the Debt Securities purchasable upon such exercise and will not be entitled to
payments of principal of, and any premium, Additional Amounts, if any, or
interest on, the Debt Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the Holder to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each case
be set forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Debt Warrants offered thereby. Debt Warrants may be exercised at
any time up to the close of business on the Expiration Date set forth in the
Prospectus Supplement relating to the Debt Warrants offered thereby. After the
close of business on the Expiration Date, unexercised Debt Warrants will become
void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. Upon receipt of payment and the
Debt Warrant Certificate properly completed
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and duly executed at the corporate trust office of the Debt Warrant Agent or any
other office indicated in the Prospectus Supplement, the Company will, as soon
as practicable, forward the Debt Securities purchasable upon such exercise. If
less than all of the Debt Warrants represented by such Debt Warrant Certificate
are exercised, a new Debt Warrant Certificate will be issued for the remaining
amount of Debt Warrants.
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants or Index
Warrants or separately, Currency Warrants either in the form of Currency Put
Warrants entitling the Holders thereof to receive from the Company the cash
settlement value in U.S. dollars of the right to sell a specified amount of a
specified foreign currency or currency units for a specified amount of U.S.
dollars, or in the form of Currency Call Warrants entitling the Holders thereof
to receive from the Company the cash settlement value in U.S. dollars of the
right to purchase a specified amount of a specified foreign currency or units of
two or more currencies for a specified amount of U.S. dollars. The Currency
Warrants are to be issued under a currency put warrant agreement or a currency
call warrant agreement, as applicable (each a "Currency Warrant Agreement"), to
be entered into between the Company and a bank or trust company, as currency
warrant agent (the "Currency Warrant Agent"), all as shall be set forth in the
applicable Prospectus Supplement. Copies of the forms of Currency Put Warrant
Agreement and Currency Call Warrant Agreement, including the forms of warrant
certificates representing the Currency Put Warrants and Currency Call Warrants
(the "Currency Warrant Certificates"), reflecting the provisions to be included
in the Currency Warrant Agreements that will be entered into with respect to
particular offerings of Currency Warrants, are filed as exhibits to the
Registration Statement. The following summaries of certain provisions of the
Currency Warrant Agreements and the Currency Warrant Certificates do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Currency Warrant Agreements and the
Currency Warrant Certificates, respectively, including the definitions therein
of certain terms.
GENERAL
The applicable Prospectus Supplement will describe the terms of Currency
Warrants offered thereby, the Currency Warrant Agreement relating to such
Currency Warrants and the Currency Warrant Certificates representing such
Currency Warrants, including the following: (1) whether such Currency Warrants
shall be Currency Put Warrants, Currency Call Warrants, or both; (2) the formula
for determining the cash settlement value of each Currency Warrant; (3) the
procedures and conditions relating to the exercise of such Currency Warrants;
(4) the circumstances which will cause the Currency Warrants to be deemed to be
automatically exercised; (5) any minimum number of Currency Warrants which must
be exercised at any one time, other than upon automatic exercise; and (6) the
date on which the right to exercise such Currency Warrants shall commence and
the date on which such right shall expire (the "Expiration Date"), provided that
the commencement date and the Expiration Date may be the same date.
BOOK-ENTRY PROCEDURES
Except as may otherwise be provided in an applicable Prospectus Supplement,
the Currency Warrants will be issued in the form of global Currency Warrant
Certificates, registered in the name of a depository or its nominee. Beneficial
owners will not be entitled to receive definitive certificates representing
Currency Warrants. Ownership of a Currency Warrant will be recorded on or
through the records of the brokerage firm or other entity that maintains a
beneficial owner's account. In turn, the total number of Currency Warrants held
by an individual brokerage firm for its clients will be maintained on the
records of the depository in the name of such brokerage firm or its agent.
Transfer of ownership of any Currency Warrant will be effected only through the
selling beneficial owner's brokerage firm.
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EXERCISE OF CURRENCY WARRANTS
Each Currency Warrant will entitle the Holder to the cash settlement value
of such Currency Warrant on the applicable Exercise Date, in each case as such
terms will be defined in the applicable Prospectus Supplement. If a Currency
Warrant has more than one exercise date and is not exercised prior to 1:30 P.M.,
New York City time, on the fifth New York Business Day preceding the Expiration
Date, Currency Warrants will be deemed automatically exercised.
LISTING
Each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
any such Currency Warrants. In the event that the Currency Warrants are delisted
from, or permanently suspended from trading on, such exchange, the Expiration
Date for such Currency Warrants will be the date such delisting or trading
suspension becomes effective and Currency Warrants not previously exercised will
be deemed automatically exercised on the business day immediately preceding such
Expiration Date. The applicable Currency Warrant Agreement will contain a
covenant of the Company not to seek delisting of the Currency Warrants, or
suspension of their trading, on such exchange.
DESCRIPTION OF INDEX WARRANTS
The Company may issue from time to time Index Warrants consisting of put
warrants (the "Index Put Warrants") or call warrants (the "Index Call
Warrants"). The Index Warrants will entitle the holders to receive from the
Company a payment or delivery, subject to applicable law, determined by
reference to decreases (in the case of Index Put Warrants) or to increases (in
the case of Index Call Warrants) in the level of an index or portfolio based on
one or more equity or debt securities (including the price or yield of such
securities), any statistical measure of economic or financial performance
(including any consumer price, currency or mortgage index) or the price or value
of any commodity or any combination thereof (the "Index"). Unless otherwise
specified in the accompanying Prospectus Supplement, payments, if any, upon
exercise (or deemed exercise) of the Index Warrants will be made in U.S.
dollars. The Index Warrants will be offered on terms to be determined at the
time of sale.
GENERAL
The applicable Prospectus Supplement will describe the Index Warrant
Agreement or Index Warrant Trust Indenture (each as defined below), as the case
may be, relating to the Index Warrants being offered thereby and the terms of
such Index Warrants, including, without limitation: (i) whether the Index
Warrants to be issued will be Index Put Warrants, Index Call Warrants or both;
(ii) the aggregate number and initial public offering price or purchase price;
(iii) the Index for such Index Warrants; (iv) whether the Index Warrants will be
deemed exercised as of a specified date or whether the Index Warrants may be
exercised during a period and the date on which the right to exercise such Index
Warrants commences and the date on which such right expires; (v) the manner in
which such Index Warrants may be exercised and any restrictions on, or other
special provisions relating to, the exercise of such Index Warrants; (vi) the
minimum number, if any, of such Index Warrants exercisable at any one time;
(vii) the maximum number, if any, of such Index Warrants that may, subject to
the Company's election, be exercised by all Index Warrantholders (or by any
person or entity) on any day; (viii) any provisions permitting an Index
Warrantholder to condition an exercise notice on the absence of certain
specified changes in the level of the applicable Index after the exercise date,
any provisions permitting the Company to suspend exercise of such Index Warrants
based on market conditions or other circumstances and any other special
provision relating to the exercise of such Index Warrants; (ix) any provisions
for the automatic exercise of such Index Warrants other than at expiration; (x)
any provisions permitting the Company to cancel such Index
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Warrants upon the occurrence of certain events; (xi) any additional
circumstances which would constitute an Event of Default with respect to such
Index Warrants; (xii) the method of determining (a) the payment or delivery, if
any, to be made in connection with the exercise or deemed exercise of such Index
Warrants (the "Settlement Value"), (b) the minimum payment or delivery, if any,
to be made upon expiration of such Index Warrants (the "Minimum Expiration
Value"), (c) the payment or delivery to be made upon the exercise of any right
which the Company may have to cancel such Index Warrants and (d) the value of
the Index; (xiii) in the case of Index Warrants relating to an Index for which
the trading prices of underlying securities, commodities or rates are expressed
in a foreign currency, the method of converting amounts in the relevant foreign
currency or currencies into U.S. dollars (or such other currency or composite
currency in which the Index Warrants are payable); (xiv) the method of providing
for a substitute index or otherwise determining the payment or delivery, if any,
to be made in connection with the exercise of such Index Warrants if the Index
changes or ceases to be made available by its publisher; (xv) the time or times
at which payment or delivery, if any, will be made in respect of such Index
Warrants following exercise or deemed exercise; (xvi) the self-regulatory
organization on which such Index Warrants will be traded, if any; (xvii) any
provisions for issuing such Index Warrants in other than book-entry form;
(xviii) if such Index Warrants are not issued in book-entry form, the place or
places at which payment or delivery on cancellation, if any, and the Minimum
Expiration Value, if any, of such Index Warrants is to be made by the Company;
(xix) certain U.S. federal income tax consequences relating to such Index
Warrants; and (xx) other specific provisions.
Except as otherwise provided in the applicable Prospectus Supplement, each
issue of Index Warrants will contain the terms set forth below.
The Index Warrants which are issued without a Minimum Expiration Value will
be issued under one or more index warrant agreements (each, an "Index Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as warrant agent (the "Index Warrant Agent"), all as described in the Prospectus
Supplement relating to such Index Warrants. The Index Warrant Agent will act
solely as the agent of the Company under the applicable Index Warrant Agreement
and will not assume any obligation or relationship of agency or trust for or
with any Index Warrantholders. A single bank or trust company may act as Index
Warrant Agent for more than one issue of Index Warrants.
The Index Warrants which are issued with a Minimum Expiration Value will be
issued under one or more index warrant trust indentures (each an "Index Warrant
Trust Indenture") to be entered into between the Company and a corporation (or
other person permitted to so act by the Trust Indenture Act of 1939, as amended
from time to time (the "Trust Indenture Act")), to act as trustee (the "Index
Warrant Trustee"), all as described in the Prospectus Supplement relative to
such Index Warrants. Any Index Warrant Trust Indenture will be qualified under
the Trust Indenture Act. To the extent allowed by the Trust Indenture Act, a
single qualified corporation may act as Index Warrant Trustee for more than one
issue of Index Warrants.
Forms of Index Warrant Agreement and Index Warrant Trust Indenture and the
respective global index warrant certificates related thereto are filed as
exhibits to the Registration Statement. The summaries herein of certain
provisions of the Index Warrant Agreement, the Index Warrant Trust Indenture and
global index warrant certificates do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all the provisions of
the Index Warrant Agreement, the Index Warrant Trust Indenture and global index
warrant certificates, respectively.
The Company will have the right to "reopen" a previous issue of Index
Warrants and to issue additional Index Warrants of such issue without the
consent of any Index Warrantholder.
The Index Warrants involve a high degree of risk, including the risk that
the Index Warrants will expire worthless except for the Minimum Expiration
Value, if any, of such Index Warrants. Investors should
16
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therefore be prepared to sustain a total loss of the purchase price of the Index
Warrants (except for the Minimum Expiration Value, if applicable). Investors who
consider purchasing Index Warrants should be experienced with respect to options
and option transactions and reach an investment decision only after carefully
considering the suitability of the Index Warrants in light of their particular
circumstances and the information set forth below as well as additional
information contained in the Prospectus Supplement relating to such Index
Warrants.
Unless otherwise provided in the Prospectus Supplement, each Index Warrant
will entitle Index Warrantholders to receive from the Company upon exercise the
Settlement Value of such Index Warrant. Certain Index Warrants issued pursuant
to an Index Warrant Trust Indenture will, if specified in the Prospectus
Supplement, entitle the Index Warrantholder to receive from the Company, under
certain circumstances specified in the Prospectus Supplement, a payment or
delivery equal to the greater of the applicable Settlement Value and a Minimum
Expiration Value of such Index Warrants. In addition, certain Index Warrants
will, if specified in the Prospectus Supplement, entitle Index Warrantholders to
receive from the Company a certain payment or delivery upon cancellation of the
Index Warrants by the Company, upon the occurrence of specified events. In
addition, if so specified in the Prospectus Supplement, following the occurrence
of an extraordinary event, the Settlement Value of an Index Warrant may, at the
option of the Company, be determined on a different basis, including in
connection with automatic exercise at expiration.
Unless otherwise specified in the related Prospectus Supplement, the Index
Warrants will be deemed to be automatically exercised upon expiration or such
earlier date that may be specified. Upon such automatic exercise, Index
Warrantholders will be entitled to receive a payment or delivery equal to the
Settlement Value of the Index Warrants, except that holders of Index Warrants
having a Minimum Expiration Value will be entitled to receive a payment or
delivery equal to the greater of such Settlement Value and the applicable
Minimum Expiration Value. The Minimum Expiration Value may be either a
predetermined payment or delivery or a payment or delivery that varies during
the term of the Index Warrants in accordance with a schedule or formula. Any
Minimum Expiration Value applicable to an issue of Index Warrants, as well as
any additional circumstances resulting in the automatic exercise of such Index
Warrants, will be specified in the related Prospectus Supplement.
If so specified in the Prospectus Supplement, the Index Warrants may be
canceled by the Company, or the exercise or valuation of, or payment or delivery
for, such Index Warrants may be delayed or postponed upon the occurrence of an
extraordinary event. Any extraordinary events relating to an issue of Index
Warrants will be set forth in the related Prospectus Supplement. Upon
cancellation, the related Index Warrantholders will be entitled to receive only
the applicable payment or delivery on cancellation specified in such Prospectus
Supplement. The payment or delivery on cancellation may be either a
predetermined payment or delivery or a payment or delivery that varies during
the term of the Index Warrants in accordance with a schedule or formula.
If the Company defaults with respect to any of its obligations under Index
Warrants which are issued with a Minimum Expiration Value pursuant to an Index
Warrant Trust Indenture, such default may be waived by the Index Warrantholders
of a majority in interest of all outstanding Index Warrants, except a default in
the payment or delivery of the Settlement Value, Minimum Expiration Value or
cancellation payment or delivery (if applicable) on such Index Warrants or in
respect of a covenant or provision of the applicable Index Warrant Trust
Indenture which cannot be modified or amended without the consent of the Index
Warrantholder of each outstanding Index Warrant affected.
The Index Warrants are unsecured contractual obligations of the Company and
will rank PARI PASSU with the Company's other unsecured contractual obligations
and with the Company's unsecured and unsubordinated debt. Since the Company is a
holding company, the right of the Company, and hence the right of creditors of
the Company (including the Holders of the Debt Securities), to participate in
any
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distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Certain special United States federal income tax considerations may be
applicable to instruments such as the Index Warrants. The related Prospectus
Supplement will describe such tax considerations. The summary of United States
Federal income tax considerations contained in the Prospectus Supplement will be
presented for informational purposes only, however, and will not be intended as
legal or tax advice to prospective purchasers. Prospective purchasers of Index
Warrants are urged to consult their own tax advisors prior to any acquisition of
Index Warrants.
BOOK-ENTRY PROCEDURES
Except as may otherwise be provided in an applicable Prospectus Supplement,
Index Warrants will be issued in book-entry form and represented by global Index
Warrants, registered in the name of a depository or its nominee. Except as may
otherwise be provided in an applicable Prospectus Supplement, Index
Warrantholders will not be entitled to receive definitive certificates
representing Index Warrants, unless the depository is unwilling or unable to
continue as depository or the Company decides to have the Index Warrants
represented by definitive certificates. A beneficial owner's interest in an
Index Warrant represented by a global Index Warrant will be recorded on or
through the records of the brokerage firm or other entity that maintains such
beneficial owner's account. In turn, the total number of Index Warrants held by
an individual brokerage firm or other entity for its clients will be maintained
on the records of the depository in the name of such brokerage firm or other
entity or its agent. Transfer of ownership of any Index Warrant will be effected
only through the selling beneficial owner's brokerage firm.
LISTING
Unless otherwise indicated in the Prospectus Supplement, the Index Warrants
will be traded pursuant to the rules of a self-regulatory organization as
specified in the Prospectus Supplement. It is expected that such self-regulatory
organization will cease trading an issue of Index Warrants at the close of
business on the related expiration date of such Index Warrants.
MODIFICATION
Any Index Warrant Agreement or Index Warrant Trust Indenture and the terms
of the related Index Warrants may be amended by the Company and the Index
Warrant Agent or Index Warrant Trustee, as the case may be (which amendment
shall take the form of a supplemental index warrant agreement or supplemental
index warrant trust indenture (collectively referred to as "Supplemental
Agreements")), without the consent of the holders of any Index Warrants, for the
purpose of (i) curing any ambiguity, or of curing, correcting or supplementing
any defective or inconsistent provision contained therein, or of making any
other provisions with respect to matters or questions arising under the Index
Warrant Agreement or Index Warrant Trust Indenture, as the case may be, which
shall not be inconsistent with the provisions thereof or of the Index Warrants,
(ii) evidencing the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained in
the Index Warrant Agreement or the Index Warrant Trust Indenture, as the case
may be, and the Index Warrants, (iii) appointing a successor depository, (iv)
evidencing and providing for the acceptance of appointment by a successor Index
Warrant Agent or Index Warrant Trustee with respect to the Index Warrants, as
the case may be, (v) adding to the covenants of the Company, for the benefit of
the Index Warrantholders or surrendering any right or power conferred upon the
Company under the Index Warrant Agreement or
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Index Warrant Trust Indenture, as the case may be, (vi) issuing Index Warrants
in definitive form, or (vii) amending the Index Warrant Agreement or Index
Warrant Trust Indenture, as the case may be, in any manner which the Company may
deem to be necessary or desirable and which will not materially and adversely
affect the interests of the Index Warrantholders.
The Company and the Index Warrant Agent may also amend any Index Warrant
Agreement or Index Warrant Trust Indenture, as the case may be, and the terms of
the related Index Warrants (which amendment shall take the form of a
Supplemental Agreement) with the consent of the Index Warrantholders holding not
less than 66 2/3% in number of the then outstanding unexercised Index Warrants
affected by such amendment, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Index Warrant
Agreement or Index Warrant Trust Indenture, as the case may be, or of modifying
in any manner the rights of the Index Warrantholders; provided that no such
amendment that (i) changes the determination of the Settlement Value or the
payment or delivery to be made on cancellation, if any, or Minimum Expiration
Value, if any, of the Index Warrants (or any aspects of such determination) so
as to reduce the payment or delivery to be made upon exercise or deemed
exercise, (ii) shortens the period of time during which the Index Warrants may
be exercised, or otherwise materially and adversely affects the exercise rights
of the Index Warrantholders or (iii) reduces the number of outstanding Index
Warrants, the consent of whose holders is required for amendment of the Index
Warrant Agreement, the Index Warrant Trust Indenture or the terms of the related
Index Warrants, may be made without the consent of each Index Warrantholder
affected thereby.
EVENTS OF DEFAULT
Certain events in bankruptcy, insolvency or reorganization of the Company
will constitute an Event of Default with respect to Index Warrants having a
Minimum Expiration Value which are issued under an Index Warrant Trust
Indenture. Upon the occurrence of an Event of Default, the holders of 25% of
unexercised Index Warrants may elect to receive a settlement payment or delivery
for such unexercised Index Warrants, which will immediately become due to the
Index Warrantholders upon such election in an amount equal to the market value
of such Index Warrants (assuming the Company's ability to satisfy its
obligations under such Index Warrants as they would become due) as of the date
the Company is notified of the intended liquidation, as determined by a
nationally recognized securities broker-dealer unaffiliated with the Company and
mutually selected by the Company and the Index Warrant Trustee.
MERGER, CONSOLIDATION, SALE, LEASE OR OTHER DISPOSITIONS
The Company may consolidate or merge with or into any other corporation and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a State thereof and shall assume the
Company's obligations in respect of the payment or delivery of the Settlement
Value (or any Minimum Expiration Value or cancellation payment or delivery, if
applicable) with respect to all the unexercised Index Warrants and the
performance and observance of all of the covenants and conditions of the Index
Warrant Agreement or Index Warrant Trust Indenture, as the case may be, to be
performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately be in default under the
Index Warrant Agreement or Index Warrant Trust Indenture, as the case may be.
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ENFORCEABILITY OF RIGHTS BY INDEX WARRANTHOLDERS
Any Index Warrantholder may, without the consent of the related Index
Warrant Agent, enforce by appropriate legal action, in and for its own behalf,
its right to exercise, and receive payment or delivery for, its Index Warrants.
PLAN OF DISTRIBUTION
The Company may sell Securities (i) through MLPF&S as agent, (ii) to the
public through, or through underwriting syndicates managed or co-managed by, one
or more underwriters, including MLPF&S, or (iii) directly to purchasers. The
Prospectus Supplement with respect to the Securities of a particular series
describes the terms of the offering of such Securities, including the name of
the agent or the name or names of any underwriters, the public offering or
purchase price, any discounts and commissions to be allowed or paid to the agent
or underwriters, all other items constituting underwriting compensation, the
discounts and commissions to be allowed or paid to dealers, if any, and the
exchanges, if any, on which the Securities will be listed. Only the agents or
underwriters so named in the Prospectus Supplement are agents or underwriters in
connection with the Securities offered thereby. Under certain circumstances, the
Company may repurchase Securities and reoffer them to the public as set forth
above. The Company may also arrange for repurchases and resales of such
Securities by dealers.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters to solicit offers by certain institutions to purchase Debt
Securities from the Company pursuant to delayed delivery contracts providing for
payment and delivery on the date stated in the Prospectus Supplement. Each such
contract will be for an amount not less than, and, unless the Company otherwise
agrees, the aggregate principal amount of Debt Securities sold pursuant to such
contracts shall not be more than, the respective amounts stated in the
Prospectus Supplement. Institutions with whom such contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions, and other
institutions, but shall in all cases be subject to the approval of the Company.
Delayed delivery contracts will not be subject to any conditions except that the
purchase by an institution of the Debt Securities covered thereby shall not at
the time of delivery be prohibited under the laws of any jurisdiction in the
United States to which such institution is subject.
The Company has agreed to indemnify the agent and the several underwriters
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended (the "Act"), or contribute to payments the agent or the
underwriters may be required to make in respect thereof.
The distribution of Securities will conform to the requirements set forth in
the applicable sections of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been
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included or incorporated herein by reference in reliance upon such reports of
Deloitte & Touche LLP given upon their authority as experts in accounting and
auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information. However, as stated
in their report included in such Quarterly Report on Form 10-Q and incorporated
by reference herein, they did not audit and they do not express an opinion on
such interim financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Act for any such report on unaudited
interim financial information because any such report is not a "report" or a
"part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Act.
21
<PAGE>
SUBJECT TO COMPLETION, ISSUE DATE: APRIL 15, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
[LOGO]
MERRILL LYNCH & CO., INC.
STRYPESSM
PAYABLE WITH SHARES OF COMMON STOCK OR OTHER SECURITIES
OF THE UNDERLYING ISSUER
(OR CASH WITH AN EQUAL VALUE)
----------------
Merrill Lynch & Co., Inc. (the "Company") intends to sell from time to time
its Structured Yield Product Exchangeable for StockSM, STRYPESSM. The STRYPES
will be offered to the public in series and on terms determined by market
conditions at the time of sale and set forth in the accompanying prospectus
supplement (the "Prospectus Supplement"). The STRYPES will be unsecured
obligations of the Company ranking PARI PASSU with all of its other unsecured
and unsubordinated indebtedness. See "Description of the STRYPES--Ranking".
On the maturity date of each series of STRYPES (the "Maturity Date"), the
Company will pay and discharge such STRYPES by delivering to the holder thereof
a number of shares of common stock or other securities (the "Underlying
Securities") of the unaffiliated corporation identified in the Prospectus
Supplement (the "Underlying Issuer") determined in accordance with a payment
rate formula specified in the Prospectus Supplement (subject to the Company's
right to deliver cash, or a combination of cash and Underlying Securities, with
an equal value). THERE CAN BE NO ASSURANCE THAT THE VALUE OF THE UNDERLYING
SECURITIES (OR CASH) PAYABLE TO HOLDERS OF A SERIES OF STRYPES ON THE MATURITY
DATE WILL BE EQUAL TO OR GREATER THAN THE ISSUE PRICE OF SUCH STRYPES. IF THE
VALUE OF THE UNDERLYING SECURITIES (OR CASH) RECEIVED ON THE MATURITY DATE OF A
SERIES OF STRYPES IS LESS THAN THE ISSUE PRICE PAID FOR SUCH STRYPES, AN
INVESTMENT IN STRYPES WILL RESULT IN A LOSS. SEE "DESCRIPTION OF THE STRYPES".
Each series of STRYPES may vary, where applicable, as to aggregate issue
price, Maturity Date, Underlying Issuer, Underlying Securities deliverable upon
maturity, formula or other method by which the amount of such Underlying
Securities will be determined, public offering or purchase price, interest rate
or rates, if any, and timing of payments thereof, provision for redemption,
currencies of denomination or currencies otherwise applicable thereto and any
other variable terms and method of distribution. The accompanying Prospectus
Supplement sets forth the specific terms with regard to the series of STRYPES in
respect of which this Prospectus is being delivered.
Reference is made to any accompanying prospectus of the Underlying Issuer
covering the Underlying Securities which may be received by holders of a series
of STRYPES on the Maturity Date.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The STRYPES may be sold through Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"). STRYPES may not be sold without delivery
of a Prospectus Supplement describing such issue of STRYPES and the method and
terms of offering thereof, and any accompanying prospectus of the Underlying
Issuer covering the Underlying Securities which may be received by holders of a
series of STRYPES on the Maturity Date.
---------------------
The date of this Prospectus is , 1997.
SM Service mark of Merrill Lynch & Co., Inc.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996, and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the STRYPES shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
(WITHOUT EXHIBITS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE) OF
ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. REQUESTS
FOR SUCH COPIES SHOULD BE DIRECTED TO MR. GREGORY T. RUSSO, SECRETARY, MERRILL
LYNCH & CO., INC., 100 CHURCH STREET, 12TH FLOOR, NEW YORK, NEW YORK 10080-6512;
TELEPHONE NUMBER (212) 602-8435.
------------------------
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR
DISAPPROVED THE OFFERING OF THE SECURITIES MADE HEREBY NOR HAS THE COMMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange trading facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the STRYPES for
general corporate purposes. Such uses may include the funding of investments in,
or extensions of credit to, its subsidiaries, the funding of assets held by the
Company or its subsidiaries, including securities inventories, customer
receivables and loans (including business loans, home equity loans, and loans in
connection with investment banking-related merger and acquisition activities),
and the refunding of maturing indebtedness. The precise amount and timing of
investments in, and extensions of credit to, its subsidiaries will depend upon
their funding requirements and the availability of other funds to the Company
and its subsidiaries. Pending such applications, the net proceeds will be
temporarily invested or applied to the reduction of short-term indebtedness.
Management of the Company expects that it will, on a recurrent basis, engage in
additional financings as the need arises to finance the growth of the Company or
to lengthen the average maturity of its borrowings. To the extent that STRYPES
being purchased for resale by MLPF&S are not resold, the aggregate proceeds to
the Company and its subsidiaries would be reduced.
3
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following summary of consolidated financial information was derived
from, and is qualified in its entirety by reference to, the financial statements
and other information and data contained in the Company's Annual Report on Form
10-K for the year ended December 27, 1996. See "Incorporation of Certain
Documents by Reference". The year-end results include 52 weeks for 1992, 1994,
1995, and 1996 and 53 weeks for 1993.
The Company conducts its business in highly volatile markets. Consequently,
the Company's results can be affected by many factors, including general market
conditions, the liquidity of secondary markets, the level and volatility of
interest rates and currency values, the valuation of securities positions,
competitive conditions, and the size, number, and timing of transactions. In
periods of unfavorable market activity, profitability can be adversely affected
because certain expenses remain relatively fixed. As a result, net earnings and
revenues can vary significantly from period to period.
<TABLE>
<CAPTION>
YEAR ENDED LAST FRIDAY IN DECEMBER
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996
---------- ---------- ---------- ---------- ----------
<CAPTION>
(IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 13,413 $ 16,588 $ 18,234 $ 21,513 $ 25,011
Net revenues(1)........................................... $ 8,577 $ 10,558 $ 9,625 $ 10,265 $ 13,116
Earnings before income taxes and cumulative effect of
changes in accounting principles(2)..................... $ 1,621 $ 2,425 $ 1,730 $ 1,811 $ 2,566
Cumulative effect of changes in accounting principles (net
of applicable income taxes)(2).......................... $ (58) $ (35) -- -- --
Net earnings(2)........................................... $ 894 $ 1,359 $ 1,017 $ 1,114 $ 1,619
Ratio of earnings to fixed charges(3)..................... 1.3 1.4 1.2 1.2 1.2
Total assets(4)........................................... $ 107,024 $ 152,910 $ 163,749 $ 176,857 $ 213,016
Long-term borrowings(5)................................... $ 10,871 $ 13,469 $ 14,863 $ 17,340 $ 26,102
Stockholders' equity(6)................................... $ 4,569 $ 5,486 $ 5,818 $ 6,141 $ 6,892
</TABLE>
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(1) Net revenues are revenues net of interest expense.
(2) Net earnings for 1992 have been reduced by $58 million to reflect the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 106,
EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS, and
SFAS No. 109, ACCOUNTING FOR INCOME TAXES. Net earnings for 1993 were
reduced by $35 million to reflect the adoption of SFAS No. 112, EMPLOYERS'
ACCOUNTING FOR POSTEMPLOYMENT BENEFITS.
(3) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income
taxes and fixed charges. "Fixed charges" consists of interest costs,
amortization of debt expense, preferred stock dividend requirements of
majority-owned subsidiaries, and that portion of rentals estimated to be
representative of the interest factor.
(4) In 1994, the Company adopted Financial Accounting Standards Board ("FASB")
Interpretation No. 39, "OFFSETTING OF AMOUNTS RELATED TO CERTAIN CONTRACTS",
and FASB Interpretation No. 41, "OFFSETTING OF AMOUNTS RELATED TO CERTAIN
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS", which increased assets and
liabilities at December 30, 1994 by approximately $8,500 million.
(5) To finance its diverse activities, the Company and certain of its
subsidiaries borrow substantial amounts of short-term funds on a regular
basis. Although the amount of short-term borrowings varies significantly
with the level of general business activity, on December 27, 1996, $2,733
million of bank
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
4
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(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
loans and $23,558 million of commercial paper were outstanding. In addition,
certain of the Company's subsidiaries lend securities and enter into
repurchase agreements to obtain financing. At December 27, 1996, cash
deposits for securities loaned and securities sold under agreements to
repurchase amounted to $2,751 million and $62,669 million, respectively.
From December 28, 1996 to April 11, 1997, long-term borrowings, net of
repayments and repurchases, increased by approximately $4,787 million.
(6) On February 6, 1997, Merrill Lynch Preferred Capital Trust II (the "Trust"),
issued $300 million of 8% Trust Originated Preferred Securities(SM). The
Trust holds preferred securities of a partnership, which is a subsidiary of
the Company. The assets of the partnership consist primarily of debt
securities of the Company and one of its subsidiaries. The Company has
guaranteed, on a subordinated basis, certain payments by the Trust and the
partnership.
FISCAL YEAR 1996
Financial markets were strong in 1996, led by a stable U.S. economy and
heightened individual and institutional investor activity. Low interest rates
and strong cash flows into mutual funds combined to make 1996 a record-breaking
year in U.S. equity markets and led to significant gains in most international
markets.
Net earnings for 1996 were a record $1,619 million, up 45% from $1,114
million in 1995. Earnings per common share were $8.20 primary and $8.06 fully
diluted, compared with $5.44 primary and $5.42 fully diluted in 1995. Total
revenues were a record $25,011 million, up 16% from 1995. Net revenues (revenues
after interest expense) totaled $13,116 million in 1996, up 28% from 1995.
Commission revenues increased 21% to a record $3,786 million from $3,126
million in 1995, due primarily to higher levels of listed and over-the-counter
securities transactions and mutual fund commissions. Commissions from listed and
over-the-counter securities were up as a result of higher trading volumes on the
New York Stock Exchange, Nasdaq, and most international exchanges. Mutual fund
commission revenues rose primarily as a result of strong sales of U.S. funds and
higher distribution fees from deferred-charge funds.
Interest and dividend revenues increased 6% to $12,899 million from $12,221
million in 1995. Interest expense, which includes dividend expense, increased 6%
from 1995 to $11,895 million. Net interest and dividend profit was $1,004
million, up 3% from $973 million in 1995 resulting from increases in interest
spreads as the U.S. Treasury yield curve steepened for a portion of the year.
Principal transactions revenues rose 37% from 1995 to a record $3,454
million due to favorable market conditions, highlighted by rising stock prices,
low interest rates, and narrowing credit spreads. These conditions led to
increased customer demand particularly for higher yielding securities.
Equities and equity derivative trading revenues increased 25% to $1,138
million, due principally to higher trading revenues from international equities
and over-the-counter securities. International equities trading revenues
benefited primarily from improved market conditions and increased capacity due
to the acquisition of Smith New Court PLC in the third quarter of 1995.
Over-the-counter securities trading revenues were up as a result of record
Nasdaq volume.
Taxable fixed-income trading revenues increased 87% to $966 million
primarily due to higher revenues from mortgage-backed products, non-U.S.
governments and agencies securities, and money market instruments. The increase
in mortgage-backed securities trading revenues was attributable to improved
liquidity in this market and increased customer demand compared with a year ago.
Trading
- ------------------------
(SM) Trust Originated Preferred Securities is a service mark of Merrill Lynch &
Co., Inc.
5
<PAGE>
revenues from non-U.S. governments and agencies securities advanced due in part
to increased customer demand for higher yields associated with emerging market
securities. Trading revenues from money market instruments benefited from
increased floating-rate note activity in European markets.
Interest rate and currency swaps trading revenues rose 22% to $893 million
due to higher revenues from both non-U.S. and U.S. dollar-denominated
transactions. Municipal securities revenues were up 19% to $323 million as a
result of increased investor demand for tax-advantaged products. Foreign
exchange and commodities trading revenues, in the aggregate, increased 56% to
$134 million. Higher volume led to increased foreign exchange trading revenues
as the U.S. dollar strengthened versus most currencies, particularly the
Japanese yen and German mark.
Investment banking revenues advanced to a record $1,945 million, up 49% from
$1,308 million in 1995. Underwriting fees were higher in virtually all products
due to record equity and debt underwriting volume industrywide. Strategic
services revenues benefited from strong merger and acquisition activity
industrywide and significant gains in market share.
Asset management and portfolio service fees were a record $2,261 million in
1996, up 20% from $1,890 million in 1995, as a result of strong inflows of
client assets and net asset appreciation. Other revenues were up 48% to $666
million primarily due to an increase in realized investment gains of $171
million, of which $155 million related to the sale of one-third of Merrill
Lynch's minority interest in Bloomberg L.P., and a $40 million increase in gains
from real estate transactions, primarily sales of mortgages to Real Estate
Mortgage Investment Conduits ("REMICs").
Non-interest expenses were $10,550 million, up 25% from $8,454 million in
1995. Compensation and benefits expense, which represented approximately 64% of
non-interest expenses, increased 27% during 1996 due to higher incentive and
production-related compensation and an 8% increase in the number of full-time
employees. Compensation and benefits expense was 51.1% of net revenues for 1996,
compared with 51.3% in 1995.
Non-interest expenses excluding compensation and benefits, rose 21% to
$3,846 million. A significant component of the increase related to strategic
investments to upgrade technology and processing capabilities.
Communications and equipment rental expense was up 15% from 1995 due to
increased computer maintenance costs related to system initiatives, as well as
higher levels of business activity. Depreciation and amortization expense rose
12% from 1995 due primarily to purchases of technology-related equipment during
the past year. Higher systems development and management consulting costs led to
a 37% increase in professional fees.
Occupancy costs rose 13%, primarily as a result of a non-recurring pretax
charge of $40 million. This charge related to the rejection in bankruptcy of the
long-term sublease agreement with Olympia & York for space in the World
Financial Center, South Tower, which led to a difference between expected rents
from sublessees and the Company's lease obligation for the space. Advertising
and market development costs rose 29% due to increased international travel and
higher production-related recognition programs. Brokerage, clearing, and
exchange fees were up 15% as a result of higher securities volume, particularly
in international markets. Other expenses were up 23% from 1995 due in part to
provisions related to various business activities and goodwill amortization.
Income tax expense totaled $947 million for 1996. The effective tax rate in
1996 was 36.9%, compared with 38.5% a year ago. The effective tax rate decreased
in 1996 primarily as a result of tax benefits associated with non-U.S.
operations.
6
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CERTAIN BALANCE SHEET INFORMATION AS OF DECEMBER 27, 1996
The Company believes that its equity base is adequate relative to the level
and composition of its assets and the mix of its business.
In the normal course of business, the Company underwrites, trades, and holds
non-investment grade cash instruments in connection with its investment banking,
market-making, and derivative structuring activities. During the past year,
non-investment grade trading inventories increased to satisfy growing client
demand for higher-yielding investments, including emerging market and other
non-U.S. securities.
At December 27, 1996, non-investment grade trading assets and liabilities
for cash instruments were $7,585 million and $905 million, respectively.
Derivative contracts in a gain position with non-investment grade counterparties
totaled $2,470 million at December 27, 1996. Collateral held to mitigate the
risk associated with these derivative contracts was $848 million.
Derivatives may also expose the Company to credit risk related to the
underlying security. In addition, derivatives may subject the Company to credit
spread risk in that changes in the credit quality of the underlying securities
may impact the derivatives' fair values. At December 27, 1996, trading assets
and liabilities, representing the fair value of derivatives with non-investment
grade underlying securities, were $63 million and $64 million, respectively.
Derivative contracts related to non-investment grade underlying securities with
notional amounts subject to credit risk (calculated as notional subject to the
strike or reference price) were $2,895 million at December 27, 1996.
The Company engages in hedging strategies to reduce its exposure associated
with non-investment grade positions by purchasing an option to sell the related
security or by entering into an offsetting derivative contract. The Company also
uses non-investment grade trading inventories, principally non-U.S. governments
and agencies securities, to hedge the exposure arising from structured
derivative transactions. At December 27, 1996, the credit risk of non-investment
grade positions was hedged by cash instruments of $905 million and derivatives
with notional amounts of $1,311 million.
At December 27, 1996, the largest non-investment grade concentration
consisted of various sovereign and corporate issues of a South American country
totaling $1.0 billion, which primarily represented hedges of other financial
instruments. At December 27, 1996, the Company held an aggregate carrying value
of $133 million in debt and equity securities of issuers in various stages of
bankruptcy proceedings or in default, of which 58% resulted from the Company's
market-making activities in such securities. In addition, the Company held
distressed bank loans totaling $351 million at year-end 1996.
The Company's insurance subsidiaries also hold non-investment grade
securities that are classified as available-for-sale and are carried at fair
value. Non-investment grade investments of insurance subsidiaries were $206
million at December 27, 1996.
At December 27, 1996 the carrying value of extensions of credit provided to
corporations entering into leveraged transactions aggregated $340 million
(excluding unutilized lines of credit and other lending commitments of $301
million), consisting primarily of senior term and subordinated financings to 36
medium-sized companies. Subsequent to year end, a $125 million loan commitment
was extended, which was reduced to $10 million through syndication. At December
27, 1996, the Company had a bridge loan outstanding of $31 million, which was
repaid subsequent to year end. Direct equity investments made in conjunction
with the Company's investment and merchant banking activities aggregated $113
million at December 27, 1996, representing investments in 48 enterprises. At
December 27, 1996, the Company held interests in partnerships, totaling $104
million (recorded on the cost basis) that invest in highly leveraged
transactions. At December 27, 1996, the Company also committed to invest an
additional $82 million in partnerships that invest in leveraged transactions.
No one industry sector accounted for more than 24% of total non-investment
grade positions and highly leveraged transactions.
7
<PAGE>
DESCRIPTION OF THE STRYPES
Each issue of STRYPES will be a series of Senior Debt Securities to be
issued under an indenture (the "Chemical Indenture"), dated as of April 1, 1983,
as amended and restated, between the Company and The Chase Manhattan Bank,
formerly known as Chemical Bank (successor by merger to Manufacturers Hanover
Trust Company), as trustee (the "Trustee"), as further amended and supplemented
by a supplemental indenture to be entered into by the Company and the Trustee
relating to each series of STRYPES (the "Supplemental Indenture") (the Chemical
Indenture, as so amended and supplemented by the Supplemental Indenture with
respect to each series of STRYPES, the "Indenture"). The following summary of
certain provisions of the Indenture does not purport to be complete and is
qualified in its entirety by reference to the Indenture. All capitalized terms
not otherwise defined herein have the meanings specified in the Indenture.
Whenever defined terms of the Indenture are referred to herein, such defined
terms are incorporated by reference herein.
GENERAL
The Supplemental Indenture will provide that STRYPES of the related series
may be issued from time to time under the Indenture, up to a specified aggregate
issue price, upon satisfaction of certain conditions precedent. The Supplemental
Indenture will establish the terms of the related series of STRYPES, including:
(1) the issue price per STRYPES; (2) the date on which such STRYPES will mature;
(3) the consideration deliverable or payable with respect to such STRYPES,
whether at maturity or upon earlier acceleration, and the formula or other
method by which the amount of such consideration will be determined; (4) the
rate or rates per annum (which may be fixed or variable) at which such STRYPES
will bear interest, if any; (5) the dates on which such interest, if any, will
be payable; (6) the provisions for redemption of such STRYPES, if any, the
redemption price and any remarketing arrangements relating thereto; (7) the
sinking fund requirements, if any, with respect to such STRYPES; (8) whether
such STRYPES are denominated or provide for payment in United States dollars or
a foreign currency or units of two or more of such foreign currencies; (9)
whether and under what circumstances the Company will pay additional amounts
("Additional Amounts") in respect of such STRYPES held by a person who is not a
U.S. person (as defined in the Prospectus Supplement, as applicable) in respect
of specified taxes, assessments or other governmental charges and whether the
Company has the option to redeem the affected STRYPES rather than pay such
Additional Amounts; (10) the title of the STRYPES and the series of which such
STRYPES shall be a part; and (11) the obligation of the Company to pay and
discharge such STRYPES at maturity by delivery of Underlying Securities (or,
cash, or a combination of cash and Underlying Securities, with an equal value),
the formula or other method by which the amount of such Underlying Securities
will be determined, and the terms and conditions upon which such payment and
discharge shall be effected. Reference is made to the Prospectus Supplement for
the terms of the STRYPES being offered thereby.
Under the Indenture, the Company will have the ability, in addition to the
ability to issue STRYPES with terms different from those of STRYPES previously
issued, to "reopen" a previous series of STRYPES and issue additional STRYPES of
such series.
Issue price and interest, premium and Additional Amounts, if any, and
Underlying Securities will be payable or deliverable in the manner, at the
places and subject to the restrictions set forth in the Indenture, the STRYPES
and the Prospectus Supplement relating thereto, provided that payment of any
interest and any Additional Amounts may be made at the option of the Company by
check mailed to the holders of registered STRYPES at their registered addresses.
STRYPES may be presented for exchange, and registered STRYPES may be
presented for transfer, in the manner, at the places and subject to the
restrictions set forth in the Indenture, the STRYPES and the Prospectus
Supplement relating thereto. No service charge will be made for any transfer or
exchange of STRYPES, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
8
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RANKING
The STRYPES will be unsecured obligations and will rank PARI PASSU with all
other unsecured and unsubordinated indebtedness of the Company. Since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the holders of the STRYPES), to participate
in any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
SECURITIES DEPOSITORY
Upon issuance, each series of STRYPES will be represented by one or more
fully registered global securities (the "Global Notes"). Each such Global Note
will be deposited with, or on behalf of, The Depository Trust Company, as
Securities Depository (the "Securities Depository"), and registered in the name
of the Securities Depository or a nominee thereof. Unless and until it is
exchanged in whole or in part for STRYPES in definitive form under the limited
circumstances described below, no Global Note may be transferred except as a
whole by the Securities Depository to a nominee of such Securities Depository or
by a nominee of such Securities Depository to such Securities Depository or
another nominee of such Securities Depository or by such Securities Depository
or any such nominee to a successor of such Securities Depository or a nominee of
such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers
(including MLPF&S), banks, trust companies, clearing corporations, and certain
other organizations.
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Securities
Depository's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Purchases of STRYPES must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each STRYPES ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmations from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interest in such Global Note will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Notes.
9
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SO LONG AS THE SECURITIES DEPOSITORY, OR ITS NOMINEE, IS THE REGISTERED
OWNER OF A GLOBAL NOTE, THE SECURITIES DEPOSITORY OR ITS NOMINEE, AS THE CASE
MAY BE, WILL BE CONSIDERED THE SOLE OWNER OR HOLDER OF THE STRYPES REPRESENTED
BY SUCH GLOBAL NOTE FOR ALL PURPOSES UNDER THE INDENTURE. EXCEPT AS PROVIDED
BELOW, BENEFICIAL OWNERS IN A GLOBAL NOTE WILL NOT BE ENTITLED TO HAVE THE
STRYPES REPRESENTED BY SUCH GLOBAL NOTES REGISTERED IN THEIR NAMES, WILL NOT
RECEIVE OR BE ENTITLED TO RECEIVE PHYSICAL DELIVERY OF THE STRYPES IN DEFINITIVE
FORM AND WILL NOT BE CONSIDERED THE OWNERS OR HOLDERS THEREOF UNDER THE
INDENTURE. ACCORDINGLY, EACH PERSON OWNING A BENEFICIAL INTEREST IN A GLOBAL
NOTE MUST RELY ON THE PROCEDURES OF THE SECURITIES DEPOSITORY AND, IF SUCH
PERSON IS NOT A PARTICIPANT, ON THE PROCEDURES OF THE PARTICIPANT THROUGH WHICH
SUCH PERSON OWNS ITS INTEREST, TO EXERCISE ANY RIGHTS OF A HOLDER UNDER THE
INDENTURE. The Company understands that under existing industry practices, in
the event that the Company requests any action of holders or that an owner of a
beneficial interest in such a Global Note desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Securities
Depository would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by the Securities Depository to Participants,
by Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of any amount with respect to STRYPES registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the holder of the Global Notes
representing such STRYPES. None of the Company, the Trustee or any other agent
of the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment in respect of a Global Note,
will credit the accounts of the Participants with payment in amounts
proportionate to their respective holdings of beneficial interest in such Global
Note as shown on the records of the Securities Depository. The Company also
expects that payments by Participants to Beneficial Owners will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such Participants.
If, with respect to a series of STRYPES, (x) the Securities Depository is at
any time unwilling or unable to continue as Securities Depository and a
successor depository is not appointed by the Company within 60 days, (y) the
Company executes and delivers to the Trustee a Company Order to the effect that
the Global Notes shall be exchangeable or (z) an Event of Default has occurred
and is continuing with respect to any STRYPES of that series, the Company will
issue STRYPES in definitive form in exchange for all of the Global Notes
representing the STRYPES of that series. Such definitive STRYPES shall be
registered in such name or names as the Securities Depository shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Securities Depository from Participants with respect to
ownership of beneficial interests in such Global Notes.
MERGER AND CONSOLIDATION
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume the due
and punctual delivery or payment of the Underlying Securities (or cash with an
equal value) in respect of, any interest and Additional Amounts on, and any
other amounts payable with respect to, the STRYPES of each series and the due
and punctual performance and observance of all of the covenants and conditions
of the Indenture to be performed or observed
10
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by the Company, and (ii) the Company or such successor corporation, as the case
may be, shall not immediately thereafter be in default under the Indenture.
LIMITATIONS UPON LIENS
The Indenture provides that the Company may not, and may not permit any
Subsidiary (defined in the Indenture as any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly 50% of the shares of Voting Stock of such corporation)
to, create, assume, incur or permit to exist any indebtedness for borrowed money
secured by a pledge, lien or other encumbrance (except for certain liens
specifically permitted by the Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
STRYPES will be secured equally and ratably with such secured indebtedness.
LIMITATIONS ON DISPOSITION OF VOTING STOCK OF, AND MERGER AND SALE OF ASSETS BY,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Indenture provides that the Company may not permit MLPF&S to (i)
merge or consolidate, unless the surviving company is a Controlled Subsidiary,
or (ii) convey or transfer its properties and assets substantially as an
entirety, except to one or more Controlled Subsidiaries.
EVENTS OF DEFAULT
Unless otherwise specified in a Prospectus Supplement, each of the following
will constitute an Event of Default under the Indenture with respect to each
series of STRYPES: (a) failure to pay and discharge the STRYPES of that series
with the Underlying Securities or, if the Company so elects, to pay an
equivalent amount in cash in lieu thereof when due; (b) failure to pay the
Redemption Price or any redemption premium with respect to any STRYPES of that
series when due; (c) failure to deposit any sinking fund payment, when and as
due by the terms of any STRYPES of that series; (d) failure to pay any interest
on or any Additional Amounts in respect of any STRYPES of that series when due,
continued for 30 days; (e) failure to perform any other covenant of the Company
contained in the Indenture for the benefit of that series or in the STRYPES of
that series, continued for 60 days after written notice has been given to the
Company by the Trustee, or to the Company and the Trustee by the holders of at
least 10% of the aggregate issue price of the Outstanding STRYPES of that
series, as provided in the Indenture; (f) certain events in bankruptcy,
insolvency or reorganization of the Company; and (g) any other Event of Default
provided with respect to STRYPES of that series.
Unless otherwise specified in a Prospectus Supplement, if an Event of
Default (other than an Event of Default described in clause (f) of the
immediately preceding paragraph) with respect to the STRYPES of any series shall
occur and be continuing, either the Trustee or the holders of at least 25% of
the aggregate issue price of the Outstanding STRYPES of that series by notice as
provided in the Indenture may declare an amount equal to the aggregate issue
price of all the STRYPES of that series and the interest accrued thereon and
Additional Amounts payable in respect thereof, if any, to be immediately due and
payable in cash. If an Event of Default described in said clause (f) shall
occur, an amount equal to the aggregate issue price of all the STRYPES of that
series and the interest accrued thereon and Additional Amounts payable in
respect thereof, if any, will become immediately due and payable in cash without
any declaration or other action on the part of the Trustee or any holder. After
such acceleration, but before a judgment or decree based on acceleration, the
holders of a majority of the aggregate issue price of the Outstanding
11
<PAGE>
STRYPES of that series may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of the amount
equal to the aggregate issue price of all the STRYPES of that series due by
reason of such acceleration, have been cured or waived as provided in the
Indenture. See "Modification and Waiver" below.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of STRYPES of any
series, unless such holders of that series shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction.
Subject to such provisions for the indemnification of the Trustee, the holders
of a majority of the aggregate issue price of the STRYPES of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the STRYPES of that series.
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the fulfillment of any of its obligations under the Indenture
and, if so, specifying all such known defaults.
The STRYPES and other series of Senior Debt Securities issued under the
Indenture will not have the benefit of any cross-default provisions with other
indebtedness of the Company.
MODIFICATION AND WAIVER
Unless otherwise specified in a Prospectus Supplement, modifications of and
amendments to the Indenture affecting a series of STRYPES may be made by the
Company and the Trustee with the consent of the holders of 66 2/3% of the
aggregate issue price of the Outstanding STRYPES of such series; provided,
however, that no such modification or amendment may, without the consent of the
holder of each Outstanding STRYPES of such series affected thereby, (a) change
the Maturity Date or the Stated Maturity of any installment of interest or
Additional Amounts on any STRYPES or any premium payable on the redemption
thereof, or change the Redemption Price, (b) reduce the amount of Underlying
Securities payable with respect to any STRYPES (or reduce the amount of cash, or
cash and Underlying Securities, payable in lieu thereof), (c) reduce the amount
of interest or Additional Amounts payable on any STRYPES or reduce the amount of
cash payable with respect to any STRYPES upon acceleration of the maturity
thereof, (d) change the place or currency of payment of interest or Additional
Amounts on, or any amount of cash payable with respect to, any STRYPES, (e)
impair the right to institute suit for the enforcement of any payment on or with
respect to any STRYPES, including the payment of Underlying Securities with
respect to any STRYPES, (f) reduce the percentage of the aggregate issue price
of Outstanding STRYPES of such series, the consent of whose holders is required
to modify or amend the Indenture, (g) reduce the percentage of the aggregate
issue price of Outstanding STRYPES of such series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults or (h) modify such provisions with respect to modification and waiver.
Except as provided in the Indenture, no modification of or amendment to the
Indenture may adversely affect the rights of a holder of any other Senior Debt
Security without the consent of such holder.
The holders of a majority of the aggregate issue price of each series of
STRYPES may waive compliance by the Company with certain restrictive provisions
of the Indenture. The holders of a majority of the aggregate issue price of each
series of STRYPES may waive any past default under the Indenture, except a
default in the payment of the Underlying Securities with respect to any STRYPES
of that series, or of cash payable in lieu thereof, or in the payment of any
premium, interest or Additional Amounts on any STRYPES of that series for which
payment had not been subsequently made or in respect of a covenant and provision
of the Indenture which cannot be modified or amended without the consent of the
holder of each Outstanding STRYPES of such series affected.
12
<PAGE>
GOVERNING LAW
The Indenture and the STRYPES will be governed by, and construed in
accordance with, the laws of the State of New York.
PLAN OF DISTRIBUTION
The Company may sell STRYPES to the public through MLPF&S. The accompanying
Prospectus Supplement describes the terms of the STRYPES offered thereby,
including the public offering or purchase price, any discounts and commissions
to be allowed or paid, all other items constituting underwriting compensation,
the discounts and commissions to be allowed or paid to dealers, if any, and the
exchanges, if any, on which the STRYPES will be listed. Under certain
circumstances, the Company may repurchase STRYPES and reoffer them to the public
as set forth above. The Company may also arrange for repurchases and resales of
such STRYPES by dealers.
The underwriting of STRYPES will conform to the requirements set forth in
the applicable sections of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information. However, as stated
in their report included in such Quarterly Report on Form 10-Q and incorporated
by reference herein, they did not audit and they do not express an opinion on
such interim financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act of 1933, as amended,
(the "Act") for any such report on unaudited interim financial information
because any such report is not a "report" or a "part" of the Registration
Statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.
13
<PAGE>
SUBJECT TO COMPLETION, ISSUE DATE: APRIL 15, 1997
INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS SUBJECT TO
COMPLETION OR AMENDMENT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 1997)
$
[LOGO]
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
-----------------
Merrill Lynch & Co., Inc. (the "Company") may offer from time to time up to
$ aggregate principal amount (except that with respect to Notes
sold at a discount, the initial offering price will be used), or the equivalent
thereof in one or more foreign currencies or currency units, of its Medium-Term
Notes, Series B (the "Notes"). Each Note will mature on a day nine months or
more from the date of issue, as selected by the purchaser and agreed to by the
Company, and may be subject to redemption by the Company or repayment at the
option of the Holder thereof, in each case, in whole or in part, prior to its
Stated Maturity, as set forth therein and specified in a pricing supplement
hereto (each, a "Pricing Supplement").
The interest rate, if any, or the formula for the determination of any such
interest rate, applicable to each Note and other variable terms of the Notes as
described herein will be established by the Company at the date of issue of such
Note and will be set forth therein and specified in a Pricing Supplement.
Interest rates, interest rate formulae and such other variable terms are subject
to change by the Company, but no change will affect any Note already issued or
as to which an offer to purchase has been accepted by the Company. Each Note
will be issued in fully registered book-entry form (a "Book-Entry Note") or
certificated form (a "Certificated Note"), as set forth in the applicable
Pricing Supplement, in denominations of $1,000 and integral multiples thereof,
unless otherwise specified in the applicable Pricing Supplement. Each Book-Entry
Note will be represented by one or more global securities ("Global Notes")
deposited with or on behalf of The Depository Trust Company (or such other
depository as is identified in an applicable Pricing Supplement) (the
"Depository") and registered in the name of the Depository's nominee. Beneficial
interests in Book-Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depository (with respect to its
participants) and the Depository's participants (with respect to Beneficial
Owners). Beneficial Owners of the Book-Entry Notes will not have the right to
receive physical certificates evidencing their ownership except under the
limited circumstances described herein.
Unless otherwise specified in an applicable Pricing Supplement, the Notes
will bear interest at fixed rates (the "Fixed Rate Notes") or at floating rates
(the "Floating Rate Notes"). The applicable Pricing Supplement will specify
whether a Floating Rate Note is a Floating Rate/Fixed Rate Note, Inverse
Floating Rate Note or Regular Floating Rate Note and whether its rate of
interest is determined by reference to one or more of the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal
Funds Rate, LIBOR, the Prime Rate or the Treasury Rate (each, an "Interest Rate
Basis"), or any other interest rate basis or formula, as adjusted by any Spread
and/or Spread Multiplier and will specify such other terms applicable to such
Note. Interest rates offered by the Company with respect to the Notes may differ
depending upon the aggregate principal amount of Notes subject to purchase in
any single transaction. See "Description of Notes."
SEE "RISK FACTORS" ON PAGE S-2 FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES OFFERED HEREBY.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY SUPPLEMENT
HERETO. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
<S> <C> <C>
PRICE TO AGENT'S DISCOUNTS AND
PUBLIC(1) COMMISSIONS(1)(2)
<S> <C> <C>
Per Note............................... 100% .125%--.750%
Total(4)............................... $ $ --$
<CAPTION>
PROCEEDS TO
COMPANY(1)(3)
<S> <C>
Per Note............................... 99.875%--99.250%
Total(4)............................... $ --$
</TABLE>
(1) Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Agent") will purchase the Notes, as principal, from the Company, for resale
to investors and other purchasers at varying prices relating to prevailing
market prices at the time of resale as determined by the Agent, or, if so
specified in an applicable Pricing Supplement, for resale at a fixed public
offering price. Unless otherwise specified in an applicable Pricing
Supplement, any Note sold to the Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage of the principal amount equal to the commission applicable to an
agency sale (as described below) of a Note of identical maturity. If agreed
to by the Company and the Agent, the Agent may utilize their reasonable
efforts on an agency basis to solicit offers to purchase the Notes at 100%
of the principal amount thereof, unless otherwise specified in an applicable
Pricing Supplement. The Company will pay a commission to an Agent, ranging
from .125% to .750% (or, with respect to Notes for which the Stated Maturity
is in excess of 30 years, such commission as shall be agreed upon by the
Company and the related Agent at the time of sale) of the principal amount
of a Note, depending upon its Stated Maturity, sold through such Agent.
(2) The Company has agreed to indemnify the Agent against, and to provide
contribution with respect to, certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Plan of Distribution."
(3) Before deducting expenses payable by the Company.
(4) Or the equivalent thereof in one or more foreign or composite currencies.
---------------------------
The Notes are being offered on a continuing basis by the Company through the
Agent. Unless otherwise specified in an applicable Pricing Supplement, the Notes
will not be listed on any securities exchange and there can be no assurance that
the Notes offered by this Prospectus Supplement will be sold or that there will
be a secondary market for the Notes. The Company reserves the right to cancel or
modify the offer made hereby without notice. The Company or the Agent, if it
solicits the offer, may reject any offer to purchase Notes in whole or in part.
See "Plan of Distribution."
This Prospectus Supplement and the accompanying Prospectus may be used by
the Agent, a wholly-owned subsidiary of the Company, in connection with offers
and sales related to market-making transactions in the Notes. The Agent may act
as principal or agent in such transactions.
---------------------------
MERRILL LYNCH & CO.
------------
The date of this Prospectus Supplement is , 1997.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
-------------------
RISK FACTORS
THIS PROSPECTUS SUPPLEMENT DOES NOT DESCRIBE ALL OF THE RISKS OF AN
INVESTMENT IN NOTES THAT RESULT FROM SUCH NOTES BEING DENOMINATED OR PAYABLE IN
OR DETERMINED BY REFERENCE TO A CURRENCY OR COMPOSITE CURRENCY OTHER THAN UNITED
STATES DOLLARS OR TO ONE OR MORE INTEREST RATE, CURRENCY OR OTHER INDICES OR
FORMULAS. THE COMPANY AND THE AGENT DISCLAIM ANY RESPONSIBILITY TO ADVISE
PROSPECTIVE INVESTORS OF SUCH RISKS AS THEY EXIST AT THE DATE OF THIS PROSPECTUS
SUPPLEMENT OR AS THEY CHANGE FROM TIME TO TIME. PROSPECTIVE INVESTORS SHOULD
CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN
INVESTMENT IN SUCH NOTES AND THE SUITABILITY OF INVESTING IN SUCH NOTES IN LIGHT
OF THEIR CIRCUMSTANCES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS
OR TRANSACTIONS INVOLVING THE APPLICABLE INTEREST RATE INDEX OR CURRENCY INDEX
OR OTHER INDICES OR FORMULAS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER,
AMONG OTHER FACTORS, THE MATTERS DESCRIBED BELOW.
STRUCTURE RISKS
An investment in Notes indexed, as to principal, premium, if any, and/or
interest, if any, to one or more currencies or composite currencies (including
exchange rates and swap indices between currencies or composite currencies),
commodities, interest rates or other indices or formulas, either directly or
inversely, entails significant risks that are not associated with similar
investments in a conventional fixed rate or floating rate debt security. Such
risks include, without limitation, the possibility that such indices or formulas
may be subject to significant changes, that no interest will be payable in
respect of such Notes or that the resulting interest rate will be less than that
payable on a conventional fixed rate or floating rate debt security issued by
the Company at the same time, that the repayment of principal and/or premium, if
any, can occur at times other than that expected by the investor, and that the
investor could lose all or a substantial portion of principal and/or premium, if
any, payable on the Maturity Date (as defined under "Description of
Notes--General"). Such risks depend on a number of interrelated factors,
including economic, financial and political events, over which the Company has
no control. Additionally, if the formula used to determine the amount of
principal, premium, if any, and/or interest, if any, payable with respect to
such Notes contains a multiplier or leverage factor, the effect of any change in
the applicable index or indices or formula or formulas will be magnified. In
recent years, values of certain indices and formulas have been highly volatile
and such volatility may be expected to continue in the future. Fluctuations in
the value of any particular index or formula that have occurred in the past are
not necessarily indicative, however, of fluctuations that may occur in the
future.
Any optional redemption feature of Notes might affect the market value of
such Notes. Since the Company may be expected to redeem such Notes when
prevailing interest rates are relatively low, an investor might not be able to
reinvest the redemption proceeds at an effective interest rate as high as the
interest rate on such Notes.
The Notes will not have an established trading market when issued, and there
can be no assurance of a secondary market for the Notes or the continued
liquidity of such market if one develops. See "Plan of Distribution."
The secondary market, if any, for such Notes will be affected by a number of
factors independent of the creditworthiness of the Company and the value of the
applicable index or indices or formula or formulas, including the complexity and
volatility of each such index or formula, the method of calculating
S-2
<PAGE>
the principal, premium, if any, and/or interest, if any, in respect of such
Notes, the time remaining to the maturity of such Notes, the outstanding amount
of such Notes, any redemption features of such Notes, the amount of other debt
securities linked to such index or formula and the level, direction and
volatility of market interest rates generally. Such factors also will affect the
market value of such Notes. In addition, certain Notes may be designed for
specific investment objectives or strategies and, therefore, may have a more
limited secondary market and experience more price volatility than conventional
debt securities. Investors may not be able to sell such Notes readily or at
prices that will enable investors to realize their anticipated yield. No
investor should purchase Notes unless such investor understands and is able to
bear the risk that such Notes may not be readily saleable, that the value of
such Notes will fluctuate over time and that such fluctuations may be
significant.
CREDIT RATINGS
Any credit ratings assigned to the Company's medium-term note program may
not reflect the potential impact of all risks related to structure and other
factors on the market value of the Notes. Accordingly, prospective investors
should consult their own financial and legal advisors as to the risks entailed
by an investment in the Notes and the suitability of such Notes in light of
their particular circumstances.
S-3
<PAGE>
DESCRIPTION OF NOTES
The Notes will be issued as a series of debt securities under a senior
indenture, dated as of October 1, 1993 (the "1993 Indenture"), between the
Company and The Chase Manhattan Bank (successor by merger to The Chase Manhattan
Bank, N.A.), as trustee (as used in this Prospectus Supplement, the "Trustee").
The term "Senior Debt Securities," as used in this Prospectus Supplement, refers
to all securities issued and issuable from time to time under the Senior
Indentures (as defined in the accompanying Prospectus) and includes the Notes.
The Senior Debt Securities and the Trustee are more fully described in the
accompanying Prospectus. The following summary of certain provisions of the
Notes and of the 1993 Indenture does not purport to be complete and is qualified
in its entirety by reference to the 1993 Indenture, a copy of which has been
filed as an exhibit to the Registration Statement of which this Prospectus
Supplement and the accompanying Prospectus are a part. Capitalized terms used
but not defined herein have the meanings given to them in the 1993 Indenture or
the Notes, as the case may be.
THE FOLLOWING DESCRIPTION OF NOTES WILL APPLY UNLESS OTHERWISE SPECIFIED IN
AN APPLICABLE PRICING SUPPLEMENT.
GENERAL
All Senior Debt Securities, including the Notes, issued and to be issued
under the Senior Indentures will be unsecured general obligations of the Company
and will rank PARI PASSU with all other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. However, because the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of the Notes), to participate in
any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including Merrill
Lynch, Pierce, Fenner & Smith Incorporated, to the Company are restricted by net
capital requirements under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and under rules of certain exchanges and other regulatory
bodies.
The Senior Indentures do not limit the aggregate principal amount of Senior
Debt Securities which may be issued thereunder and Senior Debt Securities may be
issued thereunder from time to time as a single series or in two or more
separate series up to the aggregate principal amount from time to time
authorized by the Company for each series. The Company may, from time to time,
without the consent of the Holders of the Notes, provide for the issuance of
Notes or other Senior Debt Securities under the Senior Indentures in addition to
the $ aggregate principal amount of Notes offered hereby. As of
December 27, 1996, the Company had issued and outstanding Notes in an aggregate
principal amount of approximately $8.7 billion. The aggregate principal amount
of Notes which may be offered hereby may be reduced by the issuance of other
securities of the Company pursuant to the registration statement of which this
Prospectus Supplement and the accompanying Prospectus are a part.
The Notes will be offered on a continuing basis and will mature on a day
nine months or more from the date of issue, as selected by the purchaser and
agreed to by the Company. Interest-bearing Notes will either be Fixed Rate Notes
or Floating Rate Notes as specified in the applicable Pricing Supplement. Notes
may be issued at significant discounts from their principal amount payable at
Stated Maturity (or on any prior date on which the principal or an installment
of principal of a Note becomes due and payable, whether by the declaration of
acceleration, call for redemption at the option of the Company, repayment at the
option of the Holder or otherwise) (each such date, a "Maturity"), and some
Notes may not bear interest.
Unless otherwise indicated in a Note and in the applicable Pricing
Supplement, the Notes will be denominated in United States dollars and payments
of principal of, and premium, if any, and interest on, the Notes will be made in
United States dollars. If any of the Notes to be denominated other than in
S-4
<PAGE>
United States dollars or if the principal of, and interest on, the Notes, and
any premium provided for in any Note is to be payable in or by reference to a
currency (or in composite currency units or in amounts determined by reference
to one or more currencies) other than that in which such Note is denominated,
provisions with respect thereto will be set forth in such Note and in the
applicable Pricing Supplement.
Interest rates, interest rate formulae and other variable terms of the Notes
are subject to change by the Company from time to time, but no such change will
affect any Note already issued or as to which an offer to purchase has been
accepted by the Company.
Each Note will be issued in fully registered book-entry form (a "Book-Entry
Note") or certificated form (a "Certificated Note"), in denominations of $1,000
and integral multiples thereof, unless otherwise specified in the applicable
Pricing Supplement. Book-Entry Notes may be transferred or exchanged only
through a participating member of The Depository Trust Company (or such other
depository as is identified in an applicable Pricing Supplement) (the
"Depository"). See "Book-Entry Notes." Registration of transfer of Certificated
Notes will be made at the Corporate Trust Office of the Trustee. No service
charge will be made by the Company, the Trustee or the Security Registrar for
any such registration of transfer or exchange of Notes, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to the
1993 Indenture, not involving any transfer).
Payments of principal of, and premium and interest, if any, on Book-Entry
Notes will be made by the Company through the Trustee to the Depository or its
nominee. See "Book-Entry Notes." Unless otherwise specified in the applicable
Pricing Supplement, a Beneficial Owner of Book-Entry Notes denominated in a
currency other than United States dollars (a "Specified Currency") electing to
receive payments of principal or any premium or interest in such Specified
Currency must notify the Participant through which its interest is held on or
prior to the applicable Record Date, in the case of a payment of interest, and
on or prior to the sixteenth day, whether or not a Business Day (as defined
below), prior to its Stated Maturity, in the case of principal or premium, of
such Beneficial Owner's election to receive all or a portion of such payment in
a Specified Currency. Such Participant must notify the Depository of such
election on or prior to the third Business Day after such Record Date. The
Depository will notify the Paying Agent of such election on or prior to the
fifth Business Day after such Record Date. If complete instructions are received
by the Participant and forwarded by the Participant to the Depository, and by
the Depository to the Paying Agent, on or prior to such dates, the Beneficial
Owner will receive payments in the Specified Currency.
In the case of Certificated Notes, payment of principal or premium, if any,
at the Maturity of each Certificated Note will be made in immediately available
funds upon presentation of the Certificated Note at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, The City of New York, or at such
other place as the Company may designate. Payment of interest due at Maturity
will be made to the person to whom payment of the principal of the Certificated
Note shall be made. Payment of interest due on Certificated Notes other than at
Maturity will be made at the Corporate Trust Office of the Trustee or, at the
option of the Company, may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Notwithstanding the foregoing, a Holder of $1,000,000 or more in aggregate
principal amount of Certificated Notes (whether having identical or different
terms and provisions) having the same Interest Payment Dates will, at the option
of the Company, be entitled to receive interest payments (other than at
Maturity) by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
15 days prior to the applicable Interest Payment Date. Any such wire
instructions received by the Trustee shall remain in effect until revoked by
such Holder.
S-5
<PAGE>
TRANSACTION AMOUNT
Interest rates offered by the Company with respect to the Notes may differ
depending upon, among other things, the aggregate principal amount of Notes
purchased in any transaction. Notes with similar variable terms but different
interest rates may be offered concurrently at any time. The Company may also
concurrently offer Notes having different variable terms (as are described
herein or in any Prospectus Supplement) to different investors.
REDEMPTION AT THE OPTION OF THE COMPANY
The Notes will not be subject to any sinking fund. The Notes will be
redeemable at the option of the Company prior to their Stated Maturity only if
an Initial Redemption Date is specified therein and in the applicable Pricing
Supplement. If so indicated in the applicable Pricing Supplement, Notes will be
subject to redemption at the option of the Company on any date on and after the
applicable Initial Redemption Date specified in such Pricing Supplement. On and
after the Initial Redemption Date, if any, the related Note may be redeemed at
any time in whole or from time to time in part (in increments of $1,000,
provided that any remaining principal amount shall be an authorized denomination
of the applicable Note) at the option of the Company at the applicable
Redemption Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given, unless otherwise specified in the
applicable Pricing Supplement, not more than 60 nor less than 30 days prior to
the Redemption Date. "Redemption Price" with respect to a Note will initially
mean a percentage, the Initial Redemption Percentage, of the principal amount of
such Note to be redeemed specified in the applicable Pricing Supplement and
shall decline at each anniversary of the Initial Redemption Date by a
percentage, the Annual Redemption Percentage Reduction, if any, specified in the
applicable Pricing Supplement, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
REPAYMENT AT THE OPTION OF THE HOLDER
If so indicated in an applicable Pricing Supplement, Notes will be repayable
by the Company in whole or in part at the option of the Holders thereof on their
respective Optional Repayment Dates specified in such Pricing Supplement. If no
Optional Repayment Date is indicated with respect to a Note, such Note will not
be repayable at the option of the Holder prior to its Stated Maturity. Any
repayment in part will be in an amount equal to $1,000 or integral multiples
thereof, provided that any remaining principal amount shall be an authorized
denomination of the applicable Note. The repurchase price for any Note so
repurchased will be 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For any Note to be repaid,
such Note must be received, together with the form thereon entitled "Option to
Elect Repayment" duly completed, by the Trustee at its office maintained for
such purpose in the Borough of Manhattan, The City of New York, currently the
Corporate Trust Office of the Trustee, not more than 60 nor less than 30 days
prior to the Optimal Repayment Date. Notices of elections from a Holder to
exercise the repayment option must be received by the Trustee by 5:00 p.m., New
York City time, on the last day for giving such notice. Exercise of such
repayment option by the Holder will be irrevocable.
While the Book-Entry Notes are represented by Global Notes held by or on
behalf of the Depository, and registered in the name of the Depository or the
Depository's nominee, the option for repayment may be exercised by the
applicable Participant (as defined below under "Book-Entry Notes") on behalf of
the Beneficial Owners (as defined below) of such Book-Entry Notes by delivering
a written notice to the Trustee at the Corporate Trust Office, not more than 60
nor less than 30 days prior to the Optional Repayment Date. Notices of elections
from Participants on behalf of Beneficial Owners of the Book-Entry Notes to
exercise their option to have the Book-Entry Notes repaid must be received by
the Trustee by 5:00 p.m., New York City time, on the last day for giving such
notice. In order to ensure that a notice is received by the Trustee on a
particular day, the Beneficial Owner of Book-Entry Notes must so direct the
applicable Participant before such Participant's cut-off time for accepting
instructions for that day. Different firms
S-6
<PAGE>
may have different cut-off times for accepting instructions from their
customers. Accordingly, Beneficial Owners of Book-Entry Notes should consult the
Participants through which they own their interest in the Book-Entry Notes for
the cut-off times for such Participants. All notices shall be executed by a duly
authorized officer of such Participant (with signature guaranteed) and shall be
irrevocable. In addition, such Beneficial Owners of Book-Entry Notes shall
effect delivery of such Book-Entry Notes at the time such notices of election
are given to the Depository by causing the Participant to transfer such
Beneficial Owner's interest in the Book-Entry Notes, on the Depository's
records, to the Trustee. Conveyance of notices and other communications by the
Depository to Participants, by Participants to Indirect Participants (as defined
below) and by Participants and Indirect Participants to Beneficial Owners of the
Book-Entry Notes will be governed by agreements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
The Company may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held, resold or surrendered to the Trustee for
cancellation.
INTEREST
GENERAL
Each Note will bear interest from the date of issue at the rate per annum
or, in the case of a Floating Rate Note, pursuant to the interest rate formula
stated therein and in the applicable Pricing Supplement until the principal
thereof is paid or made available for payment. Interest will be payable in
arrears on each date specified in the applicable Pricing Supplement on which an
installment of interest is due and payable (an "Interest Payment Date") and at
Maturity. The first payment of interest on any Note originally issued between a
Regular Record Date and the related Interest Payment Date will be made on the
Interest Payment Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular Record Date. The
"Regular Record Date" shall be the fifteenth calendar day (whether or not a
Business Day) (as defined below) immediately preceding the related Interest
Payment Date.
FIXED RATE NOTES
Unless otherwise specified in an applicable Pricing Supplement, each Fixed
Rate Note will bear interest from, and including, the date of issue, at the rate
per annum stated on the face thereof until the principal amount thereof is paid
or made available for payment. Interest payments on Fixed Rate Notes will equal
the amount of interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid (or from and
including the date of issue, if no interest has been paid with respect to such
Fixed Rate Notes), to, but excluding, the related Interest Payment Date or
Maturity, as the case may be. Unless otherwise specified in the applicable
Pricing Supplement, interest on Fixed Rate Notes will be computed on the basis
of a 360-day year of twelve 30-day months.
Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes will be payable semiannually on May 15 and November 15 of each
year and at Maturity. If any Interest Payment Date or the Maturity of a Fixed
Rate Note falls on a day that is not a Business Day, the related payment of
principal, premium, if any, or interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such Interest
Payment Date or Maturity, as the case may be.
FLOATING RATE NOTES
Floating Rate Notes will be issued as described below. Each applicable
Pricing Supplement will specify certain terms with respect to which such
Floating Rate Note is being delivered, including: whether such Floating Rate
Note is a "Regular Floating Rate Note" (as defined below), an "Inverse Floating
Rate
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Note" (as defined below) or a "Floating Rate/Fixed Rate Note" (as defined
below); the Interest Rate Basis or Bases, Initial Interest Rate, Interest Reset
Dates, Interest Payment Dates, Index Maturity, Maximum Interest Rate and Minimum
Interest Rate, if any, and the Spread and/or Spread Multiplier, if any, and, if
one or more of the specified Interest Rate Bases is LIBOR, the Index Currency,
the Index Maturity and the Designated LIBOR Page or, if one or more of the
specified Interest Rate Bases is the CMT Rate, the Designated CMT Telerate Page
and Designated CMT Maturity Index, as described below.
The interest rate borne by the Floating Rate Notes will be determined as
follows:
(i) Unless such Floating Rate Note is designated as a Floating Rate/Fixed
Rate Note, an Inverse Floating Rate Note or as having an Addendum attached or as
having "Other Provisions" apply relating to a different interest rate formula,
such Floating Rate Note will be designated a "Regular Floating Rate Note" and,
except as described below or in an applicable Pricing Supplement, bear interest
at the rate determined by reference to the applicable Interest Rate Basis or
Bases (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by
the applicable Spread Multiplier, if any. Commencing on the first Interest Reset
Date, the rate at which interest on such Regular Floating Rate Note shall be
payable shall be reset as of each Interest Reset Date; provided, however, that
the interest rate in effect for the period from the Original Issue Date to the
first Interest Reset Date will be the Initial Interest Rate.
(ii) If such Floating Rate Note is designated as a "Floating Rate/Fixed Rate
Note", then such Floating Rate Note will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any. Commencing on the first Interest Reset Date, the rate at
which interest on such Floating Rate/Fixed Rate Note shall be payable shall be
reset as of each Interest Reset Date; provided, however, that (i) the interest
rate in effect for the period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate, and (ii) the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
Maturity shall be the Fixed Interest Rate, if such rate is specified in the
applicable Pricing Supplement, or if no such Fixed Interest Rate is so
specified, the interest rate in effect thereon on the day immediately preceding
the Fixed Rate Commencement Date.
(iii) If such Floating Rate Note is designated as an "Inverse Floating Rate
Note," then, except as described below, such Floating Rate Note will bear
interest equal to the Fixed Interest Rate specified in the related Pricing
Supplement minus the rate determined by reference to the applicable Interest
Rate Basis or Bases (i) plus or minus the applicable Spread, if any, and/or (ii)
multiplied by the applicable Spread Multiplier, if any; provided, however, that
unless otherwise specified in the applicable Pricing Supplement, the interest
rate thereon will not be less than zero percent. Commencing on the first
Interest Reset Date, the rate at which interest on such Inverse Floating Rate
Note is payable shall be reset as of each Interest Reset Date; provided,
however, that the interest rate in effect for the period from the Original Issue
Date to the first Interest Reset Date will be the Initial Interest Rate.
Notwithstanding the foregoing, if such Floating Rate Note is designated as
having an Addendum attached or as having "Other Provisions" apply as specified
on the face thereof, such Floating Rate Note shall bear interest in accordance
with the terms described in such Addendum or specified under "Other Provisions"
and the applicable Pricing Supplement.
Each Interest Rate Basis shall be the rate determined in accordance with the
applicable provisions below. Except as set forth above, the interest rate in
effect on each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as defined
below) immediately preceding such Interest Reset Date or (b) if such day is not
an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the applicable Interest Reset Date.
Interest on Floating Rate Notes will be determined by reference to an
"Interest Rate Basis," which may be one or more of (i) the "CD Rate," (ii) the
"CMT Rate," (iii) the "Commercial Paper Rate," (iv)
S-8
<PAGE>
the "Eleventh District Cost of Funds Rate," (v) the "Federal Funds Rate," (vi)
"LIBOR," (vii) the "Prime Rate," (viii) the "Treasury Rate," or (ix) such other
Interest Rate Basis or interest rate formula as may be set forth in the
applicable Pricing Supplement. In addition, a Floating Rate Note may bear
interest in respect of two or more Interest Rate Bases.
The "Spread" is the number of basis points to be added to or subtracted from
the related Interest Rate Basis or Bases applicable to such Floating Rate Note.
The "Spread Multiplier" is the percentage of the related Interest Rate Basis or
Bases applicable to such Floating Rate Note by which such Interest Rate Basis or
Bases will be multiplied to determine the applicable interest rate on such
Floating Rate Note. The "Index Maturity" is the period to maturity of the
instrument or obligation with respect to which the Interest Rate Basis or Bases
will be calculated.
Each applicable Pricing Supplement will specify the dates on which such
Interest Rate will be reset (each, an "Interest Reset Date"). Unless otherwise
specified in the applicable Pricing Supplement, the Interest Reset Date will be,
in the case of Floating Rate Notes which reset: (i) daily, each Business Day;
(ii) weekly, the Wednesday of each week (with the exception of weekly reset
Treasury Rate Notes which will reset the Tuesday of each week, except as
specified below); (iii) monthly, the third Wednesday of each month (with the
exception of monthly reset Eleventh District Cost of Funds Rate Notes, which
will reset on the first calendar day of the month); (iv) quarterly, the third
Wednesday of March, June, September and December of each year; (v) semiannually,
the third Wednesday of the two months specified in the applicable Pricing
Supplement; and (vi) annually, the third Wednesday of the month specified in the
applicable Pricing Supplement; provided, however, that with respect to Floating
Rate/Fixed Rate Notes, the fixed rate of interest in effect for the period from
the Fixed Rate Commencement Date until Maturity shall be the Fixed Interest Rate
or the interest rate in effect on the day immediately preceding the Fixed Rate
Commencement Date, as specified in the applicable Pricing Supplement. If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that is
not a Business Day, such Interest Reset Date will be postponed to the next
succeeding day that is a Business Day, except that in the case of a Floating
Rate Note as to which LIBOR is an applicable Interest Rate Basis, if such
Business Day falls in the next succeeding calendar month, such Interest Reset
Date will be the immediately preceding Business Day. In addition, in the case of
a Floating Rate Note for which the Treasury Rate is an applicable Interest Rate
Basis and the Interest Determination Date would otherwise fall on an Interest
Reset Date, then such Interest Reset Date will be postponed to the next
succeeding Business Day. As used herein, "Business Day" means any day other than
a Saturday or Sunday or any other day on which banks in The City of New York are
generally authorized or obligated by law, regulation or executive order to close
and, with respect to Notes as to which LIBOR is an applicable Interest Rate
Basis, is also a London Business Day. As used herein, "London Business Day"
means any day (a) if the Index Currency (as defined below) is other than the
European Currency Unit ("ECU"), on which dealings in deposits in such Index
Currency are transacted in the London interbank market or (b) if the Index
Currency is the ECU, any day that does not appear as an ECU non-settlement day
on the display designated as "ISDE" on the Reuter Monitor Money Rates Service
(or a day so designated by the ECU Banking Association) or, if ECU
non-settlement days do not appear on that page (and are not so designated), is
not a day on which payments in ECU cannot be settled in the international
interbank market.
A Floating Rate Note may also have either or both of the following: (i) a
maximum numerical limitation, or ceiling, on the rate at which interest may
accrue during any interest period (a "Maximum Interest Rate"), and (ii) a
minimum numerical limitation, or floor, on the rate at which interest may accrue
during any period (a "Minimum Interest Rate"). The Indenture provides that the
Indenture and the Securities will be governed by and construed in accordance
with the laws of the State of New York. Under present New York law, the maximum
rate of interest is 25% per annum on a simple interest basis. This limit may not
apply to Securities in which $2,500,000 or more has been invested. While the
Company believes that New York law would be given effect by a state or federal
court sitting outside of New York, state laws frequently regulate the amount of
interest that may be charged to and paid by a borrower
S-9
<PAGE>
(including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company has covenanted for the benefit of the
beneficial owners of the Securities, to the extent permitted by law, not to
claim voluntarily the benefits of any laws concerning usurious rates of interest
against a beneficial owner of the Securities.
Each applicable Pricing Supplement will specify the dates on which interest
will be payable (each an "Interest Payment Date"). Each Floating Rate Note will
bear interest from the date of issue at the rates specified therein until the
principal thereof is paid or otherwise made available for payment. Unless
otherwise specified in the applicable Pricing Supplement and, except as provided
below, interest will be payable in the case of Floating Rate Notes which reset:
(i) daily, weekly or monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each year as specified
in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of
March, June, September and December of each year; (iii) semiannually, on the
third Wednesday of the two months of each year specified in the applicable
Pricing Supplement; and (iv) annually, on the third Wednesday of the month of
each year specified in the applicable Pricing Supplement and, in each case, at
Maturity. If any Interest Payment Date for any Floating Rate Note (other than an
Interest Payment Date at Maturity) would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding day that is a Business Day except that in the case of a Floating Rate
Note as to which LIBOR is an applicable Interest Rate Basis, if such Business
Day falls in the next succeeding calendar month, such Interest Payment Date will
be the immediately preceding Business Day. If the Maturity of a Floating Rate
Note falls on a day that is not a Business Day, the payment of principal,
premium, if any, and interest will be made on the next succeeding Business Day,
and no interest on such payment will accrue for the period from and after such
Maturity.
All percentages resulting from any calculation on Floating Rate Notes will
be rounded to the nearest one hundred-thousandth of a percentage point, with
five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation on Floating Rate Notes will be
rounded to the nearest cent (with one-half cent being rounded upward).
Interest payments on Floating Rate Notes will equal the amount of interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid (or from and including the date of
issue, if no interest has been paid with respect to such Floating Rate Notes),
to but excluding the related Interest Payment Date or Maturity.
With respect to each Floating Rate Note, accrued interest is calculated by
multiplying its face amount by an accrued interest factor. Such accrued interest
factor is computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated. The interest factor for
each such day will be computed by dividing the interest rate applicable to such
day by 360, in the case of Notes for which the Interest Rate Basis is the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number of days in
the year in the case of Notes for which the Interest Rate Basis is the CMT Rate
or the Treasury Rate. The interest factor for Notes for which the interest rate
is calculated with reference to two or more Interest Rate Bases will be
calculated in each period in the same manner as if only one of the applicable
Interest Rate Bases applied.
The interest rate applicable to each interest reset period commencing on the
Interest Reset Date with respect to such interest reset period will be the rate
determined as of the applicable "Interest Determination Date." The Interest
Determination Date with respect to the CD Rate, the CMT Rate and the Commercial
Paper Rate will be the second Business Day preceding each Interest Reset Date
for the related Note; the Interest Determination Date with respect to the
Federal Funds Rate and the Prime Rate, unless otherwise specified in the
applicable Pricing Supplement, will be the Business Day immediately preceding
each Interest Reset Date; the Interest Determination Date with respect to the
Eleventh District
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<PAGE>
Cost of Funds Rate will be the last working day of the month immediately
preceding each Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
the Interest Determination Date with respect to LIBOR will be the second London
Business Day preceding each Interest Reset Date. With respect to the Treasury
Rate, unless otherwise specified in an applicable Pricing Supplement, the
Interest Determination Date will be the day in the week in which the related
Interest Reset Date falls on which day Treasury Bills (as defined below) are
normally auctioned (Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held on
the preceding Friday); provided, however, that if an auction is held on the
Friday of the week preceding the related Interest Reset Date, the related
Interest Determination Date will be such preceding Friday; and provided,
further, that if an auction falls on any Interest Reset Date, then the related
Interest Reset Date will instead be the first Business Day following such
auction. Unless otherwise specified in the applicable Pricing Supplement, the
Interest Determination Date pertaining to a Floating Rate Note the interest rate
of which is determined with reference to two or more Interest Rate Bases will be
the latest Business Day which is at least two Business Days prior to such
Interest Reset Date for such Floating Rate Note on which each Interest Reset
Basis is determinable. Each Interest Rate Basis will be determined on such date,
and the applicable interest rate will take effect on the related Interest Reset
Date.
Unless otherwise provided in the applicable Pricing Supplement, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, a subsidiary of the Company, will be
the "Calculation Agent." Upon the request of the Holder of any Floating Rate
Note, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective as a result of a
determination made for the next Interest Reset Date with respect to such
Floating Rate Note. Unless otherwise specified in the applicable Pricing
Supplement, the "Calculation Date," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date, or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity, as the case may be.
CD RATE. CD Rate Notes will bear interest at the rates (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in such CD Rate Notes and in any applicable Pricing Supplement.
"CD Rate" means, with respect to any Interest Determination Date relating to
a CD Rate Note or any Floating Rate Note for which the interest rate is
determined with reference to the CD Rate (a "CD Rate Interest Determination
Date"), the rate on such date for negotiable United States dollar certificates
of deposit having the Index Maturity specified in the applicable Pricing
Supplement as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "CDs (Secondary Market)," or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on such CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit of the Index Maturity specified in the applicable
Pricing Supplement as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit." If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading
non-bank dealers in negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity designated in the
applicable Pricing Supplement in an amount that is representative for a single
transaction in that market at that time; provided, however, that if the dealers
so selected by the Calculation Agent are not quoting as set forth above, the CD
Rate with respect to such CD Rate Interest Determination Date will be the CD
Rate in effect on such CD Rate Interest Determination Date.
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CMT RATE. CMT Rate Notes will bear interest at the rates (calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any)
specified in such CMT Rate Notes and in any applicable Pricing Supplement.
"CMT Rate" means, with respect to any Interest Determination Date relating
to any Floating Rate Note for which the interest rate is determined with
reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate
displayed on the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or the monthly average, as specified in the Pricing Supplement, for the
week or the month, as applicable, ended immediately preceding the week in which
the related CMT Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page or is not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate of the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York (which may include the
Agent or its affiliates) selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers so selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two Treasury Notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity equally
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close to the Designated CMT Maturity Index, the Calculation Agent will obtain
from five Reference Dealers quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page specified in the applicable Pricing Supplement (or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in
the applicable Pricing Supplement with respect to which the CMT Rate will be
calculated. If no such maturity is specified in the applicable Pricing
Supplement, the Designated CMT Maturity Index shall be 2 years.
COMMERCIAL PAPER RATE. Commercial Paper Rate Notes will bear interest at
the rates (calculated with reference to the Commercial Paper Rate and the Spread
and/or Spread Multiplier, if any) specified in such Commercial Paper Rate Notes
and in any applicable Pricing Supplement.
"Commercial Paper Rate" means, with respect to any Interest Determination
Date relating to a Commercial Paper Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the Commercial Paper
Rate (a "Commercial Paper Rate Interest Determination Date"), the Money Market
Yield (as defined below) on such date of the rate for commercial paper having
the Index Maturity specified in the applicable Pricing Supplement as published
in H.15(519) under the heading "Commercial Paper." In the event that such rate
is not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the Commercial Paper Rate will be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for commercial
paper having the Index Maturity specified in the applicable Pricing Supplement
as published in Composite Quotations under the heading "Commercial Paper" (with
an Index Maturity of one month or three months being deemed to be equivalent to
an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New
York City time, on the related Calculation Date such rate is not yet published
in either H.15(519) or Composite Quotations, then the Commercial Paper Rate for
such Commercial Paper Rate Interest Determination Date will be calculated by the
Calculation Agent and will be the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity designated in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "Aa", or the
equivalent, from a nationally recognized securities rating agency; provided,
however, that if the dealers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate determined on
such Commercial Paper Rate Interest Determination Date will be the rate in
effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
<TABLE>
<S> <C> <C> <C>
D X 360
Money Market Yield = ----------------- X 100
360 - (D X M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
ELEVENTH DISTRICT COST OF FUNDS RATE. Eleventh District Cost of Funds Rate
Notes will bear interest at the rates (calculated with reference to the Eleventh
District Cost of Funds Rate and the Spread and/or
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Spread Multiplier, if any) specified in such Eleventh District Cost of Funds
Rate Notes and in any applicable Pricing Supplement.
"Eleventh District Cost of Funds Rate" means, with respect to any Interest
Determination Date relating to an Eleventh District Cost of Funds Rate Note or
any Floating Rate Note for which the interest rate is determined with reference
to the Eleventh District Cost of Funds Rate (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Rate Interest Determination Date as set forth under the caption
"11th District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Rate Interest Determination Date, the Eleventh District Cost of Funds
for such Eleventh District Cost of Funds Rate Interest Determination Date shall
be the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Index") by the FHLB of San Francisco as such cost of funds for the calendar
month preceding the date of such announcement. If the FHLB of San Francisco
fails to announce the Index on or prior to such Eleventh District Cost of Funds
Rate Interest Determination Date for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Eleventh District Cost of Funds
Rate Interest Determination Date will be the Eleventh District Cost of Funds
Rate in effect on such Eleventh District Cost of Funds Rate Interest
Determination Date.
FEDERAL FUNDS RATE. Federal Funds Rate Notes will bear interest at the
rates (calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any) specified in such Federal Funds Rate Notes and in any
applicable Pricing Supplement.
"Federal Funds Rate" means, with respect to any Interest Determination Date
relating to a Federal Funds Rate Note or any Floating Rate Note for which the
interest rate is determined with reference to the Federal Funds Rate (a "Federal
Funds Rate Interest Determination Date"), the rate on such date for United
States dollar Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, the Federal Funds Rate for such Federal Funds Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent prior to
9:00 A.M., New York City time on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate with
respect to such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest Determination
Date.
LIBOR. LIBOR Notes will bear interest at the rates (calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in
such LIBOR Notes and in any applicable Pricing Supplement.
"LIBOR" means the rate determined by the Calculation Agent in accordance
with the following provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be
either: (a) if "LIBOR Reuters" is specified in the applicable Pricing
Supplement, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page (as
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<PAGE>
defined below) by its terms provides only for a single rate, in which case such
single rate shall be used) for deposits in the Index Currency (as defined below)
having the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately following that LIBOR
Interest Determination Date, that appear on the Designated LIBOR Page specified
in the applicable Pricing Supplement as of 11:00 A.M., London time, on that
LIBOR Interest Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required) on such Designated LIBOR
Page, or (b) if "LIBOR Telerate" is specified in the applicable Pricing
Supplement, the rate for deposits in the Index Currency having the Index
Maturity designated in the applicable Pricing Supplement commencing on the
second London Business Day immediately following that LIBOR Interest
Determination Date that appears on the Designated LIBOR Page specified in the
applicable Pricing Supplement as of 11:00 A.M., London time, on that LIBOR
Interest Determination Date. If fewer than two offered rates appear, or no rate
appears, as applicable, LIBOR in respect of the related LIBOR Interest
Determination Date will be determined as if the parties had specified the rate
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer than
two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated in the applicable Pricing Supplement, commencing on the second London
Business Day immediately following such LIBOR Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date and in a principal amount that
is representative for a single transaction in such Index Currency in such market
at such time. If at least two such quotations are provided, LIBOR determined on
such LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR determined on such
LIBOR Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M. (or such other time specified in the
applicable Pricing Supplement), in the applicable Principal Financial Center(s)
(as defined below), on such LIBOR Interest Determination Date by three major
banks in such Principal Financial Center selected by the Calculation Agent for
loans in the Index Currency to leading European banks, having the Index Maturity
designated in the applicable Pricing Supplement and in a principal amount that
is representative for a single transaction in such Index Currency in such market
at such time; provided, however, that if the banks so selected by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined on such LIBOR Interest Determination Date will be LIBOR in effect on
such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated in
the applicable Pricing Supplement, the display on the Reuter Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is designated in
the applicable Pricing Supplement, the display on the Dow Jones Telerate Service
(or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for the
Index Currency) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency. If neither LIBOR Reuters nor
LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate (and, if the
United States dollar is the Index Currency, Page 3750) had been specified.
S-15
<PAGE>
"Principal Financial Center" will be, unless otherwise specified in the
applicable Pricing Supplement, the following city or cities for the related
Index Currency:
<TABLE>
<CAPTION>
INDEX CURRENCY PRINCIPAL FINANCIAL CENTER(S)
- --------------------------------------------------------------- -----------------------------
<S> <C>
Australian Dollar.............................................. Sydney
Belgian Franc.................................................. Brussels
Canadian Dollar................................................ Toronto
Danish Krone................................................... Copenhagen
Deutsche Mark.................................................. Frankfurt
Dutch Guilder.................................................. Amsterdam
ECU............................................................ Luxembourg
Finnish Markka................................................. Helsinki
French Franc................................................... Paris
Hong Kong Dollar............................................... Hong Kong
Italian Lira................................................... Milan
Luxembourg Franc............................................... Brussels and Luxembourg
New Zealand Dollar............................................. Wellington and Auckland
Norwegian Krone................................................ Oslo
Spanish Peseta................................................. Madrid
Sterling....................................................... London
Swedish Krona.................................................. Stockholm
Swiss Franc.................................................... Zurich
United States Dollar........................................... New York
Yen............................................................ Tokyo
</TABLE>
PRIME RATE. Prime Rate Notes will bear interest at the rates (calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any) specified in such Prime Rate Notes and any applicable Pricing Supplement.
"Prime Rate" means the rate determined by the Calculation Agent in
accordance with the provisions set out in clause (i) or in clause (ii) below,
depending upon whether such rate is specified as "Prime Rate-- Major Banks" or
as "Prime Rate--H.15" in the applicable Pricing Supplement:
(i) If the applicable Pricing Supplement indicates that the applicable rate
is "Prime Rate--Major Banks": "Prime Rate" means, with respect to any Interest
Determination Date relating to a Prime Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the Prime Rate (a "Prime
Rate Interest Determination Date"), the arithmetic mean of the prime rates of
interest publicly announced by three major banks in The City of New York as its
United States dollar prime rate or base lending rate as in effect for that day.
Each change in the prime rate or base lending rate of any bank so announced by
such bank will be effective as of the effective date of the announcement or, if
no effective date is specified, as of the date of the announcement. If fewer
than three such quotations are provided, the Prime Rate will be calculated by
the Calculation Agent and will be determined as the arithmetic mean on the basis
of the prime rates quoted in The City of New York by three substitute banks or
trust companies organized and doing business under the laws of the United
States, or any state thereof, each having total equity capital of at least $500
million and being subject to supervision or examination by a federal or state
authority, selected by the Calculation Agent to quote such rate or rates;
provided, however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate
with respect to such Prime Rate Interest Determination Date will be the Prime
Rate in effect on such Prime Rate Interest Determination Date.
(ii) If the applicable Pricing Supplement indicates that the applicable rate
is "Prime Rate--H.15": "Prime Rate" means, with respect to any Prime Rate
Interest Determination Date, the rate on such date as such rate is published in
H.15(519) under the heading "Bank Prime Loan." If such rate is not published
S-16
<PAGE>
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the Prime Rate shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 as such
bank's prime rate or base lending rate as in effect for that Prime Rate Interest
Determination Date. If fewer than four such rates but more than one such rate
appear on the Reuters Screen USPRIME1 for such Prime Rate Interest Determination
Date, the Prime Rate shall be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Prime Rate Interest Determination Date by four
major money center banks in The City of New York selected by the Calculation
Agent. If fewer than two such rates appear on the Reuters Screen USPRIME1, the
Prime Rate will be determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by three substitute banks or trust companies
organized and doing business under the laws of the United States, or any state
thereof, having total equity capital of at least $500 million and being subject
to supervision or examination by Federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if the
banks or trust companies selected as aforesaid are not quoting as mentioned in
this sentence, the Prime Rate for such Prime Rate Interest Determination Date
will be the Prime Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1" means the display designated as page "USPRIME1"
(or such other page as may replace such page) on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.
TREASURY RATE. Treasury Rate Notes will bear interest at the rates
(calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any) specified in such Treasury Rate Notes and in any applicable
Pricing Supplement.
"Treasury Rate" means, with respect to an Interest Determination Date
relating to a Treasury Rate Note or any Floating Rate Note for which the
interest rate is determined by reference to the Treasury Rate (a "Treasury Rate
Interest Determination Date"), the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity specified in the applicable Pricing Supplement, as such rate is
published in H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) as otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of Treasury Bills having
the Index Maturity designated in the applicable Pricing Supplement are not
reported as provided by 3:00 P.M., New York City time, on such Calculation Date,
or if no such auction is held in a particular week, then the Treasury Rate will
be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers (which may include the Agent)
selected by the Calculation Agent, for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity designated in the applicable
Pricing Supplement; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate with respect to such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.
OTHER PROVISIONS; ADDENDA
Any provisions with respect to an issue of Notes, including the
determination of one or more Interest Rate Bases, the specification of one or
more Interest Rate Bases, calculation of the interest rate applicable to a
Floating Rate Note, its Interest Payment Dates or any other matter relating
thereto may be modified by the terms as specified under "Other Provisions" on
the face thereof or in an Addendum relating thereto, if so specified on the face
thereof and in the applicable Pricing Supplement.
S-17
<PAGE>
ORIGINAL ISSUE DISCOUNT NOTES
Notes may be issued at a price less than their redemption price at Maturity,
resulting in such Notes being treated as if they were issued with original issue
discount for federal income tax purposes ("Original Issue Discount Notes"). Such
Original Issue Discount Notes may currently pay no interest or interest at a
rate which at the time of issuance is below market rates. Certain additional
considerations relating to any Original Issue Discount Notes may be described in
the Pricing Supplement relating thereto.
AMORTIZING NOTES
The Company may from time to time offer Amortizing Notes. Unless otherwise
specified in the applicable Pricing Supplement, interest on each Amortizing Note
will be computed on the basis of a 360-day year of twelve 30-day months.
Payments with respect to Amortizing Notes will be applied first to interest due
and payable thereon and then to the reduction of the unpaid principal amount
thereof. Further information concerning additional terms and conditions of any
issue of Amortizing Notes will be provided in the applicable Pricing Supplement.
A table setting forth repayment information in respect of each Amortizing Note
will be included in the applicable Pricing Supplement and set forth on such
Notes.
BOOK-ENTRY NOTES
Upon issuance, all Book-Entry Notes having the same Original Issue Date,
Maturity and otherwise having identical terms and provisions will be represented
by one or more fully registered global Notes (the "Global Notes"). Each such
Global Note will be deposited with, or on behalf of, The Depository Trust
Company as Depository (the "Depository") registered in the name of the
Depository or a nominee thereof. Unless and until it is exchanged in whole or in
part for Notes in definitive form, no Global Note may be transferred except as a
whole by the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor of such Depository or a nominee of
such successor.
The following is based on information furnished by the Depository:
The Depository will act as securities depository for the Book-Entry Notes.
The Book-Entry Notes will be issued as fully registered securities registered in
the name of Cede & Co. (the Depository's partnership nominee). One fully
registered Global Note will be issued for each issue of Book-Entry Notes, each
in the aggregate principal amount of such issue, and will be deposited with the
Depository. If, however, the aggregate principal amount of any issue exceeds
$200,000,000, one Global Note will be issued with respect to each $200,000,000
of principal amount and an additional Global Note will be issued with respect to
any remaining principal amount of such issue.
The Depository is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depository holds securities that its participants ("Participants")
deposit with the Depository. The Depository also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants of the Depository ("Direct
Participants") include securities brokers and dealers (including the Agent),
banks, trust companies, clearing corporations and certain other organizations.
The Depository is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depository's system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly
S-18
<PAGE>
("Indirect Participants"). The rules applicable to the Depository and its
Participants are on file with the Securities and Exchange Commission.
Purchasers of Book-Entry Notes under the Depository's system must be made by
or through Direct Participants, which will receive a credit for such Book-Entry
Notes on the Depository's records. The ownership interest of each actual
purchaser of each Book-Entry Note represented by a Global Note ("Beneficial
Owner") is, in turn, to be recorded on the records of Direct Participants and
Indirect Participants. Beneficial Owners will not receive written confirmation
from the Depository of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct Participants or Indirect
Participants through which such Beneficial Owner entered into the transaction.
Transfers of ownership interests in a Global Note representing Book-Entry Notes
are to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners of a Global Note representing
Book-Entry Notes will not receive Certificated Notes representing their
ownership interests therein, except in the event that use of the book-entry
system for such Book-Entry Notes is discontinued.
To facilitate subsequent transfers, all Global Notes representing Book-Entry
Notes which are deposited with, or on behalf of, the Depository are registered
in the name of the Depository's nominee, Cede & Co. The deposit of Global Notes
with, or on behalf of, the Depository and their registration in the name of Cede
& Co. effect no change in beneficial ownership. The Depository has no knowledge
of the actual Beneficial Owners of the Global Notes representing the Book-Entry
Notes; the Depository's records reflect only the identity of the Direct
Participants to whose accounts such Book-Entry Notes are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by the Depository to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither the Depository nor Cede & Co. will consent or vote with respect to
the Global Notes representing the Book-Entry Notes. Under its usual procedures,
the Depository mails an Omnibus Proxy to the Company as soon as possible after
the applicable record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Book-Entry
Notes are credited on the applicable record date (identified in a listing
attached to the Omnibus Proxy).
Principal, premium, if any, and/or interest, if any, payments on the Global
Notes representing the Book-Entry Notes will be made in immediately available
funds to the Depository. The Depository's practice is to credit Director
Participants' accounts on the applicable payment date in accordance with their
respective holdings shown on the Depository's records unless the Depository has
reason to believe that it will not receive payment on such date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such Participant and not of the Depository, the Trustee or the
Company, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal, premium, if any, and/or interest, if
any, to the Depository is the responsibility of the Company and the Trustee,
disbursement of such payments to Direct Participants shall be the responsibility
of the Depository, and disbursement of such payments to the Beneficial Owners
shall be the responsibility of Direct Participants and Indirect Participants.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the Book-Entry Notes of like tenor and terms are being redeemed, the
Depository's practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
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<PAGE>
A Beneficial Owner shall give notice of any option to elect to have its
Book-Entry Notes repaid by the Company, through its Participant, to the Trustee,
and shall effect delivery of such Book-Entry Notes by causing the Direct
Participant to transfer the Participant's interest in the Global Note or Notes
representing such Book-Entry Notes, on the Depository's records, to the Trustee.
The requirement for physical delivery of Book-Entry Notes in connection with a
demand for repayment will be deemed satisfied when the ownership rights in the
Global Note or Notes representing such Book-Entry Notes are transferred by
Direct Participants on the Depository's records.
The Depository may discontinue providing its services as securities
depository with respect to the Book-Entry Notes at any time by giving reasonable
notice to the Company or the Trustee. Under such circumstances, in the event
that a successor securities depository is not obtained, Certificated Notes are
required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through the Depository (or a successor securities depository). In that
event, Certificated Notes will be printed and delivered.
The information in this section concerning the Depository and the
Depository's system has been obtained from sources that the Company believes to
be reliable, but the Company takes no responsibility for the accuracy thereof.
Purchases of Book-Entry Notes must be made by or through Participants, which
will receive a credit on the records of the Depository. The ownership interest
of each actual purchaser of each Book-Entry Note (the "Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Depository of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in Global Notes will be shown on, and the transfer of such
ownership interests will be effected only through, records maintained by the
Depository (with respect to interests of Participants) and on the records of
Participants (with respect to interests of persons held through Participants).
The laws of some states may require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial interests in
Global Notes.
SO LONG AS THE DEPOSITORY, OR ITS NOMINEE, IS THE REGISTERED OWNER OF A
GLOBAL NOTE, THE DEPOSITORY OR ITS NOMINEE, AS THE CASE MAY BE, WILL BE
CONSIDERED THE SOLE OWNER OR HOLDER OF THE NOTES REPRESENTED BY SUCH GLOBAL NOTE
FOR ALL PURPOSES UNDER THE SENIOR INDENTURE. EXCEPT AS PROVIDED BELOW,
BENEFICIAL OWNERS OF A GLOBAL NOTE WILL NOT BE ENTITLED TO HAVE THE NOTES
REPRESENTED BY SUCH GLOBAL NOTE REGISTERED IN THEIR NAMES, WILL NOT RECEIVE OR
BE ENTITLED TO RECEIVE PHYSICAL DELIVERY OF THE NOTES IN DEFINITIVE FORM AND
WILL NOT BE CONSIDERED THE OWNERS OR HOLDERS THEREOF UNDER THE 1993 INDENTURE.
Accordingly, each person owning a beneficial interest in a Global Note must rely
on the procedures of the Depository and, if such person is not a Participant, on
the procedures of the Participant through which such person owns its interest,
to exercise any rights of a Holder under the 1993 Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Note desires to give or take any action which a Holder is
entitled to give or take under the 1993 Indenture, the Depository would
authorize the Participants holding the relevant beneficial interests to give or
take such action, and such Participants would authorize Beneficial Owners owning
through such Participants to give or take such action or would otherwise act
upon the instructions of Beneficial Owners. Conveyance of notices and other
communications by the Depository to Participants, by Participants to Indirect
Participants, and by Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
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If (x) the Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, or (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Notes shall be exchangeable, or (z) an Event of
Default has occurred and is continuing with respect to the Notes, the Global
Note or Global Notes will be exchangeable for Notes in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Notes shall be registered in such
name or names as the Depository shall instruct the Trustee. It is expected that
such instructions may be based upon directions received by the Depository from
Participants with respect to ownership of beneficial interests in Global Notes.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including changes in effective dates) or possible differing
interpretations. It deals only with Notes held as capital assets and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, dealers in
securities or currencies, persons holding Notes as a hedge against currency
risks or as a position in a "straddle" for tax purposes, or persons whose
functional currency is not the United States dollar. It also does not deal with
holders other than original purchasers (except where otherwise specifically
noted). Persons considering the purchase of the Notes should consult their own
tax advisors concerning the application of United States Federal income tax laws
to their particular situations as well as any consequences of the purchase,
ownership and disposition of the Notes arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States Federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate whose income is subject to United States
federal income tax regardless of its source, (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States fiduciaries have the authority to
control all substantial decisions of the trust, or (v) any other person whose
income or gain in respect of a Note is effectively connected with the conduct of
a United States trade or business. As used herein, the term "non-U.S. Holder"
means a beneficial owner of a Note that is not a U.S. Holder.
U.S. HOLDERS
PAYMENTS OF INTEREST. Payments of interest on a Note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such payments
are accrued or are received (in accordance with the U.S. Holder's regular method
of tax accounting).
ORIGINAL ISSUE DISCOUNT. The following summary is a general discussion of
the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of Notes issued with original issue discount
("Discount Notes"). The following summary is based upon final Treasury
regulations (the "OID Regulations") released by the Internal Revenue Service
("IRS") on January 27, 1994, as amended on June 11, 1996, under the original
issue discount provisions of the Code.
For United States Federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a Note over its issue
price, if such excess equals or exceeds a DE MINIMIS amount (generally 1/4 of 1%
of the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date or, in the case of a Note
providing for the payment of any amount other than qualified stated interest (as
defined below) prior to maturity, multiplied by the weighted average maturity of
such Note). The issue price of each Note of an issue of Notes equals the first
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price at which a substantial amount of such Notes has been sold (ignoring sales
to bond houses, brokers, or similar persons or organizations acting in the
capacity of underwriters, placement agents, or wholesalers). The stated
redemption price at maturity of a Note is the sum of all payments provided by
the Note other than "qualified stated interest" payments. The term "qualified
stated interest" generally means stated interest that is unconditionally payable
in cash or property (other than debt instruments of the issuer) at least
annually at a single fixed rate. In addition, under the OID Regulations, if a
Note bears interest for one or more accrual periods at a rate below the rate
applicable for the remaining term of such Note (E.G., Notes with teaser rates or
interest holidays), and if the greater of either the resulting foregone interest
on such Note or any "true" discount on such Note (I.E., the excess of the Note's
stated principal amount over its issue price) equals or exceeds a specified DE
MINIMIS amount, then the stated interest on the Note would be treated as
original issue discount rather than qualified stated interest.
Payments of qualified stated interest on a Note are taxable to a U.S. Holder
as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States Federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of such U.S. Holder's
regular method of tax accounting. In general, the amount of original issue
discount included in income by the initial U.S. Holder of a Discount Note is the
sum of the daily portions of original issue discount with respect to such
Discount Note for each day during the taxable year (or portion of the taxable
year) on which such U.S. Holder held such Discount Note. The "daily portion" of
original issue discount on any Discount Note is determined by allocating to each
day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Discount Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between (i) the product of the Discount Note's adjusted issue price at the
beginning of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period) and
(ii) the amount of any qualified stated interest payments allocable to such
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of any accrual period is the sum of the issue price of the Discount Note plus
the amount of original issue discount allocable to all prior accrual periods
minus the amount of any prior payments on the Discount Note that were not
qualified stated interest payments. Under these rules, U.S. Holders generally
will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods.
A U.S. Holder who purchases a Discount Note for an amount that is greater
than its adjusted issue price as of the purchase date and less than or equal to
the sum of all amounts payable on the Discount Note after the purchase date
other than payments of qualified stated interest, will be considered to have
purchased the Discount Note at an "acquisition premium." Under the acquisition
premium rules, the amount of original issue discount which such U.S. Holder must
include in its gross income with respect to such Discount Note for any taxable
year (or portion thereof in which the U.S. Holder holds the Discount Note) will
be reduced (but not below zero) by the portion of the acquisition premium
properly allocable to the period.
Under the OID Regulations, Floating Rate Notes and Indexed Notes
(hereinafter "Variable Notes") are subject to special rules whereby a Variable
Note will qualify as a "variable rate debt instrument" if (a) its issue price
does not exceed the total noncontingent principal payments due under the
Variable Note by more than a specified DE MINIMIS amount and (b) it provides for
stated interest, paid or compounded at least annually, at current values of (i)
one or more qualified floating rates, (ii) a single fixed rate and one
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<PAGE>
or more qualified floating rates, (iii) a single objective rate, or (iv) a
single fixed rate and a single objective rate that is a qualified inverse
floating rate.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating rate
will generally not itself constitute a qualified floating rate, a variable rate
equal to the product of a qualified floating rate and a fixed multiple that is
greater than .65 but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than .65 but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Variable Note (E.G., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Variable Note's
issue date) will be treated as a single qualified floating rate. Notwithstanding
the foregoing, a variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions such as a maximum
numerical limitation (I.E., a cap) or a minimum numerical limitation (I.E., a
floor) may, under certain circumstances, fail to be treated as a qualified
floating rate under the OID Regulations unless such cap or floor is fixed
throughout the term of the Note. An "objective rate" is a rate that is not
itself a qualified floating rate but which is determined using a single fixed
formula that is based on objective financial or economic information. A rate
will not qualify as an objective rate if it is based on information that is
within the control of the issuer (or a related party) or that is unique to the
circumstances of the issuer (or a related party), such as dividends, profits, or
the value of the issuer's stock (although a rate does not fail to be an
objective rate merely because it is based on the credit quality of the issuer).
A "qualified inverse floating rate" is any objective rate where such rate is
equal to a fixed rate minus a qualified floating rate, as long as variations in
the rate can reasonably be expected to inversely reflect contemporaneous
variations in the qualified floating rate. The OID Regulations also provide that
if a Variable Note provides for stated interest at a fixed rate for an initial
period of one year or less followed by a variable rate that is either a
qualified floating rate or an objective rate and if the variable rate on the
Variable Note's issue date is intended to approximate the fixed rate (E.G., the
value of the variable rate on the issue date does not differ from the value of
the fixed rate by more than 25 basis points), then the fixed rate and the
variable rate together will constitute either a single qualified floating rate
or objective rate, as the case may be.
If a Variable Note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout the term thereof
qualifies as a "variable rate debt instrument" under the OID Regulations, and if
the interest on such Note is unconditionally payable in cash or property (other
than debt instruments of the issuer) at least annually, then all stated interest
on the Note will constitute qualified stated interest and will be taxed
accordingly. Thus, a Variable Note that provides for stated interest at either a
single qualified floating rate or a single objective rate throughout the term
thereof and that qualifies as a "variable rate debt instrument" under the OID
Regulations will generally not be treated as having been issued with original
issue discount unless the Variable Note is issued at a "true" discount (I.E., at
a price below the Note's stated principal amount) in excess of a specified DE
MINIMIS amount. The amount of qualified stated interest and the amount of
original issue discount, if any, that accrues during an accrual period on such a
Variable Note is determined under the rules applicable to fixed rate debt
instruments by assuming that the variable rate is a fixed rate equal to (i) in
the case of a qualified floating rate or qualified inverse floating rate, the
value as of the issue date, of the qualified floating rate or qualified inverse
floating rate, or (ii) in the case of an objective rate (other than a qualified
inverse floating rate), a fixed rate that reflects the yield that is reasonably
expected for the Variable Note. The qualified stated interest allocable to an
accrual period is increased (or decreased) if the interest actually paid during
an accrual period exceeds (or is less than) the interest assumed to be paid
during the accrual period pursuant to the foregoing rules.
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In general, any other Variable Note that qualifies as a "variable rate debt
instrument" will be converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of original issue discount
and qualified stated interest on the Variable Note. The OID Regulations
generally require that such a Variable Note be converted into an "equivalent"
fixed rate debt instrument by substituting any qualified floating rate or
qualified inverse floating rate provided for under the terms of the Variable
Note with a fixed rate equal to the value of the qualified floating rate or
qualified inverse floating rate, as the case may be, as of the Variable Note's
issue date. Any objective rate (other than a qualified inverse floating rate)
provided for under the terms of the Variable Note is converted into a fixed rate
that reflects the yield that is reasonably expected for the Variable Note. In
the case of a Variable Note that qualifies as a "variable rate debt instrument"
and provides for stated interest at a fixed rate in addition to either one or
more qualified floating rates or a qualified inverse floating rate, the fixed
rate is initially converted into a qualified floating rate (or a qualified
inverse floating rate, if the Variable Note provides for a qualified inverse
floating rate). Under such circumstances, the qualified floating rate or
qualified inverse floating rate that replaces the fixed rate must be such that
the fair market value of the Variable Note as of the Variable Note's issue date
is approximately the same as the fair market value of an otherwise identical
debt instrument that provides for either the qualified floating rate or
qualified inverse floating rate rather than the fixed rate. Subsequent to
converting the fixed rate into either a qualified floating rate or a qualified
inverse floating rate, the Variable Note is then converted into an "equivalent"
fixed rate debt instrument in the manner described above.
Once the Variable Note is converted into an "equivalent" fixed rate debt
instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Variable Note will account for such original issue discount and qualified
stated interest as if the U.S. Holder held the "equivalent" fixed rate debt
instrument. Each accrual period appropriate adjustments will be made to the
amount of qualified stated interest or original issue discount assumed to have
been accrued or paid with respect to the "equivalent" fixed rate debt instrument
in the event that such amounts differ from the actual amount of interest accrued
or paid on the Variable Note during the accrual period.
If a Variable Note does not qualify as a "variable rate debt instrument"
under the OID Regulations, then the Variable Note would be treated as a
contingent payment debt obligation. On June 11, 1996, the Treasury Department
issued final regulations (the "CPDI Regulations") concerning the proper United
States Federal income tax treatment of contingent payment debt instruments. In
general, the CPDI Regulations would cause the timing and character of income,
gain or loss reported on a contingent payment debt instrument to substantially
differ from the timing and character of income, gain or loss reported on a
contingent payment debt instrument under general principles of current United
States Federal income tax law. Specifically, the CPDI Regulations generally
require a U.S. Holder of such an instrument to include future contingent and
noncontingent interest payments in income as such interest accrues based upon a
projected payment schedule. Moreover, in general, under the CPDI Regulations,
any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a
contingent payment debt instrument will be treated as ordinary income and all or
a portion of any loss realized could be treated as ordinary loss as opposed to
capital loss (depending upon the circumstances). The CPDI Regulations apply to
debt instruments issued on or after August 13, 1996. The proper United States
Federal income tax treatment of Variable Notes that are treated as contingent
payment debt obligations will be more fully described in the applicable Pricing
Supplement. Furthermore, any other special United States Federal income tax
considerations, not otherwise discussed herein, which are applicable to any
particular issue of Notes will be discussed in the applicable Pricing
Supplement.
Certain of the Notes (i) may be redeemable at the option of the Company
prior to their stated maturity (a "call option") and/or (ii) may be repayable at
the option of the holder prior to their stated maturity (a "put option"). Notes
containing such features may be subject to rules that differ from the
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<PAGE>
general rules discussed above. Investors intending to purchase Notes with such
features should consult their own tax advisors, since the original issue
discount consequences will depend, in part, on the particular terms and features
of the purchased Notes.
U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, DE
MINIMIS original issue discount, market discount, DE MINIMIS market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions.
FOREIGN-CURRENCY NOTES. The United States Federal income tax consequences
of the purchase, ownership and disposition of Notes providing for payments
denominated in a currency other than U.S. dollars will be more fully described
in the applicable Pricing Supplement.
SHORT-TERM NOTES. Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original issue
discount. In general, an individual or other cash method U.S. Holder is not
required to accrue such original issue discount unless the U.S. Holder elects to
do so. If such an election is not made, any gain recognized by the U.S. Holder
on the sale, exchange or maturity of the Short-Term Note will be ordinary income
to the extent of the original issue discount accrued on a straight-line basis,
or upon election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions otherwise
allowable to the U.S. Holder for interest on borrowings allocable to the
Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for United States Federal income tax
purposes under the accrual method, and certain other holders including banks and
dealers in securities, are required to accrue original issue discount on a
Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily
compounding).
MARKET DISCOUNT. If a U.S. Holder purchases a Note, other than a Discount
Note, for an amount that is less than its issue price (or, in the case of a
subsequent purchaser, its stated redemption price at maturity) or, in the case
of a Discount Note, for an amount that is less than its adjusted issue price as
of the purchase date, such U.S. Holder will be treated as having purchased such
Note at a "market discount," unless such market discount is less than a
specified DE MINIMIS amount.
Under the market discount rules, a U.S. Holder will be required to treat any
partial principal payment (or, in the case of a Discount Note, any payment that
does not constitute qualified stated interest) on, or any gain realized on the
sale, exchange, retirement or other disposition of, a Note as ordinary income to
the extent of the lesser of (i) the amount of such payment or realized gain or
(ii) the market discount which has not previously been included in income and is
treated as having accrued on such Note at the time of such payment or
disposition. Market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the Note, unless the
U.S. Holder elects to accrue market discount on the basis of semiannual
compounding.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Note with market discount until the maturity of the Note or
certain earlier dispositions, because a current deduction is only allowed to the
extent the interest expense exceeds an allocable portion of market discount. A
U.S. Holder may elect to include market discount in income currently as it
accrues (on either a ratable or semiannual compounding basis), in which case the
rules described above regarding the treatment as ordinary income of gain upon
the disposition of the Note and upon the receipt of certain cash payments and
regarding the deferral of interest deductions will not apply. Generally, such
currently included market discount is treated as ordinary interest for United
States Federal income tax purposes. Such an election will apply to all debt
instruments acquired by the U.S. Holder on or after the first day of the taxable
year to which such election applies and may be revoked only with the consent of
the IRS.
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<PAGE>
PREMIUM. If a U.S. Holder purchases a Note for an amount that is greater
than the sum of all amounts payable on the Note after the purchase date other
than payments of qualified stated interest, such U.S Holder will be considered
to have purchased the Note with "amortizable bond premium" equal in amount to
such excess. A U.S. Holder may elect to amortize such premium using a constant
yield method over the remaining term of the Note and may offset interest
otherwise required to be included in respect of the Note during any taxable year
by the amortized amount of such excess for the taxable year. However, if the
Note may be optionally redeemed after the U.S. Holder acquires it at a price in
excess of its stated redemption price at maturity, special rules would apply
which could result in a deferral of the amortization of some bond premium until
later in the term of the Note. Any election to amortize bond premium applies to
all taxable debt obligations then owned and thereafter acquired by the U.S.
Holder and may be revoked only with the consent of the IRS.
DISPOSITION OF A NOTE. Except as discussed above, upon the sale, exchange
or retirement of a Note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement (other than amounts representing accrued and unpaid interest) and
such U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax
basis in a Note generally will equal such U.S. Holder's initial investment in
the Note increased by any original issue discount included in income (and
accrued market discount, if any, if the U.S. Holder has included such market
discount in income) and decreased by the amount of any payments, other than
qualified stated interest payments, received and amortizable bond premium taken
with respect to such Note. Such gain or loss generally will be long-term capital
gain or loss if the Note were held for more than one year.
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal, premium (if any) or interest (including original issue
discount, if any) on a Note, unless such non-U.S. Holder is a direct or indirect
10% or greater shareholder of the Company, a controlled foreign corporation
related to the Company or a bank receiving interest described in section
881(c)(3)(A) of the Code. To qualify for the exemption from taxation, the last
United States payor in the chain of payment prior to payment to a non-U.S.
Holder (the "Withholding Agent") must have received in the year in which a
payment of interest or principal occurs, or in either of the two preceding
calendar years, a statement that (i) is signed by the beneficial owner of the
Note under penalties of perjury, (ii) certifies that such owner is not a U.S.
Holder and (iii) provides the name and address of the beneficial owner. The
statement may be made on an IRS Form W-8 or a substantially similar form, and
the beneficial owner must inform the Withholding Agent of any change in the
information on the statement within 30 days of such change. If a Note is held
through a securities clearing organization or certain other financial
institutions, the organization or institution may provide a signed statement to
the Withholding Agent. However, in such case, the signed statement must be
accompanied by a copy of the IRS Form W-8 or the substitute form provided by the
beneficial owner to the organization or institution. The Treasury Department is
considering implementation of further certification requirements aimed at
determining whether the issuer of a debt obligation is related to holders
thereof.
Generally, a non-U.S. Holder will not be subject to United States Federal
income taxes on any amount which constitutes capital gain upon retirement or
disposition of a Note, provided the gain is not effectively connected with the
conduct of a trade or business in the United States by the non-U.S. Holder.
Certain other exceptions may be applicable, and a non-U.S. Holder should consult
its tax advisor in this regard.
The Notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of the Company
or, at the time of such individual's death, payments in respect of the Notes
would have been effectively connected with the conduct by such individual of a
trade or business in the United States.
S-26
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BACKUP WITHHOLDING
Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the Notes to registered owners who are not
"exempt recipients" and who fail to provide certain identifying information
(such as the registered owner's taxpayer identification number) in the required
manner. Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients. Payments made in
respect of the Notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would establish
an exemption from backup withholding for those non-U.S. Holders who are not
exempt recipients.
In addition, upon the sale of a Note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller provides, in the required manner, certain identifying information
and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless either (i) the broker determines that the
seller is an exempt recipient or (ii) the seller certifies its non-U.S. status
(and certain other conditions are met). Certification of the registered owner's
non-U.S. status would be made normally on an IRS Form W-8 under penalties of
perjury, although in certain cases it may be possible to submit other
documentary evidence.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis for sale by the Company,
through the Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, who will purchase the Notes, as principal, from the Company, for
resale to investors and other purchasers at varying prices relating to
prevailing market prices at the time of resale as determined by the Agent, or,
if so specified in an applicable Pricing Supplement, for resale at a fixed
public offering price. Unless otherwise specified in an applicable Pricing
Supplement, any Note sold to the Agent as principal will be purchased by the
Agent at a price equal to 100% of the principal amount thereof less a percentage
of the principal amount equal to the commission applicable to an agency sale (as
described below) of a Note of identical maturity. If agreed to by the Company
and the Agent, the Agent may utilize its reasonable efforts on an agency basis
to solicit offers to purchase the Notes at 100% of the principal amount thereof,
unless otherwise specified in an applicable Pricing Supplement. The Company will
pay a commission to the Agent, ranging from .125% to .750% of the principal
amount of a Note, depending upon its Stated Maturity (or, with respect to Notes
for which the Stated Maturity is in excess of 30 years, such commission as shall
be agreed upon by the Company and the Agent at the time of sale), sold through
the Agent.
The Agent may sell Notes it has purchased from the Company as principal to
other dealers for resale to investors, and may allow any portion of the discount
received in connection with such purchases from the Company to such dealers.
After the initial public offering of Notes, the public offering price (in the
case of Notes to be resold at a fixed public offering price), the concession and
the discount allowed to dealers may be changed.
The Company reserves the right to withdraw, cancel or modify the offer made
hereby without notice and may reject orders in whole or in part whether placed
directly with the Company or through the Agent. The Agent will have the right,
in its discretion reasonably exercised, to reject in whole or in part any offer
to purchase Notes received by the Agent.
S-27
<PAGE>
Unless otherwise specified in an applicable Pricing Supplement, payment of
the purchase price of the Notes will be required to be made in immediately
available funds in New York City on the date of settlement.
No Note will have an established trading market when issued. Unless
specified in the applicable Pricing Supplement, the Notes will not be listed on
any securities exchange. The Agent may from time to time purchase and sell Notes
in the secondary market, but the Agent is not obligated to do so, and there can
be no assurance that there will be a secondary market for the Notes or liquidity
in the secondary market if one develops. From time to time, the Agent may make a
market in the Notes.
The Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Act"). The Company has agreed to
indemnify the Agent against or to make contributions relating to certain civil
liabilities, including liabilities under the Act, or to contribute to payments
the Agent may be required to make in respect thereof. The Company has agreed to
reimburse the Agent for certain expenses.
From time to time, the Company may issue and sell other Securities described
in the accompanying Prospectus, and the amount of Notes offered hereby is
subject to reduction as a result of such sales.
LEGAL OPINION
The validity of the Notes will be passed upon for the Company and the Agent
by Brown & Wood LLP, New York, New York.
S-28
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT, THE APPLICABLE PRICING
SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS SUPPLEMENT, THE APPLICABLE PRICING SUPPLEMENT AND THE PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE AGENT. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE APPLICABLE PRICING SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT, THE APPLICABLE
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Risk Factors................................... S-2
Description of Notes........................... S-4
Certain United States Federal Income Tax
Considerations............................... S-21
Plan of Distribution........................... S-27
Legal Opinion.................................. S-28
<CAPTION>
PROSPECTUS
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Merrill Lynch & Co., Inc....................... 3
Use of Proceeds................................ 3
Summary Financial Information.................. 4
Description of Debt Securities................. 8
Description of Debt Warrants................... 13
Description of Currency Warrants............... 14
Description of Index Warrants.................. 15
Plan of Distribution........................... 20
Experts........................................ 20
</TABLE>
[LOGO]
$
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTES,
SERIES B
------------------
PROSPECTUS SUPPLEMENT
------------------
MERRILL LYNCH & CO.
, 1997
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
PROSPECTUS
Merrill Lynch & Co., Inc.
Medium-Term Notes
Merrill Lynch & Co., Inc. (the "Company") has issued Medium-Term Notes with
original maturities from and exceeding 9 months from date of issue (the "Notes")
pursuant to an indenture, dated as of April 1, 1983, as amended and restated,
between the Company and The Chase Manhattan Bank, formerly known as Chemical
Bank (successor to Manufacturers Hanover Trust Company). The Notes bear interest
at fixed or variable rates, or were sold at a discount and do not bear interest.
The descriptions of the interest rates on Fixed Rate Notes, the method of
determining the interest rates on Floating Rate Notes, the issue prices of Zero
Coupon Notes, the currencies (if other than U.S. dollars) in which Notes were
denominated and the dates of maturity and other terms related to specific issues
of Notes are set forth in Pricing Supplements relating to each such issue of
Notes that were previously filed by the Company with the Securities and Exchange
Commission pursuant to regulations promulgated under the Securities Act of 1933.
Such Pricing Supplements are hereby incorporated by reference into this
Prospectus and are available at the reference facilities maintained by the
Securities and Exchange Commission specified in the section entitled "Available
Information" contained in this Prospectus. The Notes had original maturities
from and exceeding 9 months from their respective dates of original issue. The
Notes were issued in the form of a certificate issued in definitive form.
Floating Rate Notes and Zero Coupon Notes were issued in denominations of
$25,000 or any amount in excess thereof which is an integral multiple of $1,000.
Fixed Rate Notes were issued in denominations of $1,000 or any integral multiple
in excess thereof.
Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes will be payable semi-annually on each May 15 and November 15
and at maturity or, if applicable, upon redemption or optional repayment. The
interest rate on Floating Rate Notes will be determined by reference to a
specified interest rate formula, and may be adjusted by a "Spread" or "Spread
Multiplier", as defined herein. Interest on each Floating Rate Note will be
payable monthly, quarterly, semi-annually or annually, as set forth in the
applicable Pricing Supplement, and at maturity or, if applicable, upon
redemption or optional repayment. On and after the Redemption Date, if any, set
forth in the applicable Pricing Supplement, a Note will be subject to redemption
by the Company, in whole or in part, at 100% of the principal amount to be
redeemed, together with interest to the date of redemption. On any Optional
Repayment Date set forth in the applicable Pricing Supplement, a Note will be
subject to repayment at the option of the Holder, in whole or in part, at 100%
of the principal amount to be repaid, together with interest to the date of
repayment. (See "Description of Notes" in this Prospectus.)
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
This Prospectus has been prepared in connection with the Notes and is to be
used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a wholly owned subsidiary of the Company, in connection with offers
and sales related to market-making transactions in the Notes. MLPF&S may act as
principal or agent in such transactions. Sales will be made at prices related to
prevailing prices at the time of sale. The distribution of the Notes will
conform to the requirements set forth in the applicable sections of Rule 2720 of
the Conduct Rules of the National Association of Securities Dealers, Inc.
----------------
Merrill Lynch & Co.
----------------
The date of this Prospectus is __________, 1997.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997, filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings to fixed charges ..... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
DESCRIPTION OF NOTES
General
"Pricing Supplement", as used herein, means a prospectus supplement relating
to an individual issue of the Notes, as filed with the Commission.
The terms and conditions set forth below apply to each Note unless otherwise
specified in the applicable Pricing Supplement.
3
<PAGE>
Except as provided in the applicable Pricing Supplement, the Notes are
denominated in U.S. dollars. If provided in the applicable Pricing Supplement,
Notes may be denominated in a foreign currency or in units of two or more
currencies ("Multi-Currency Notes").
Except as provided in the applicable Pricing Supplement, (i) the Notes were
issued only in fully registered form without coupons, (ii) Floating Rate Notes
and Zero Coupon Notes were issued in denominations of $25,000 or any amount in
excess thereof which is an integral multiple of $1,000, and (iii) Fixed Rate
Notes were issued in denominations of $1,000 or any integral multiple in excess
thereof.
Unless otherwise specified in the applicable Pricing Supplement, principal
and interest, if any, will be payable, the transfer of the Notes will be
registrable, and Notes will be exchangeable for Notes bearing identical terms
and provisions at the office of the Trustee in The City of New York designated
for such purpose, provided that payment of interest, other than interest payable
at maturity (or on any date of redemption or repayment), may be made at the
option of the Company by check mailed to the address of the person entitled
thereto as shown on the Security Register. The principal and interest payable at
maturity or the date of redemption or repayment on each Note will be paid upon
maturity, redemption or repayment, as the case may be, in immediately available
funds against presentation of the Note at the office of the Trustee maintained
for such purpose.
Notwithstanding the above, however, payment of interest on a Note which
bears interest at a floating rate (a "Floating Rate Note") at maturity or
earlier redemption or repayment may be made by wire transfer of immediately
available funds to a designated account maintained in the United States upon (i)
receipt of written notice by the Senior Debt Trustee from the Holder thereof not
less than one Business Day prior to the due date of such principal payment and
(ii) presentation of such Note at the Corporate Trust Office of the Senior Debt
Trustee in the Borough of Manhattan, The City of New York (the "Corporate Trust
Office"), or at such other place as the Company may designate. A Holder of not
less than $1,000,000 aggregate principal amount of Floating Rate Notes may by
written notice to the Senior Debt Trustee at the Corporate Trust Office (or at
such other address as the Company will give notice in writing) not less than 15
days prior to an Interest Payment Date, arrange to have the interest payable on
all Notes held by such Holder on such Interest Payment Date, and all subsequent
Interest Payment Dates until written notice to the contrary is given to the
Senior Debt Trustee, made by wire transfer of immediately available funds to a
designated account maintained in the United States.
Except as provided in the applicable Pricing Supplement, "Business Day"
means any day that is not a Saturday or Sunday and that, in The City of New
York, is neither a legal holiday nor a day on which banking institutions are
authorized or obligated by law or regulation to close.
Repayment at Option of Holder
If so indicated in an applicable Pricing Supplement, Notes will be repayable
by the Company in whole or in part at the option of the Holders thereof on their
respective Optional Repayment Dates specified in such Pricing Supplement. If no
Optional Repayment Date is indicated with respect to a Note, such Note will not
be repayable at the option of the Holder prior to maturity. Any repayment in
part will be in increments of $1,000 provided that any remaining principal
amount of such Note will be an authorized denomination of such Note. The
repurchase price for any Note so repurchased will be 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment.
Notwithstanding anything to the contrary herein, if repayable at the option
of the Holder, a Note shall be repayable only on an Interest Payment Date, and
if any Optional Repayment Date specified with respect to a Note would not be an
Interest Payment Date (whether because such date is not a Business Day or
otherwise), such Optional Repayment Date shall (instead of being the date so
specified) be the Interest Payment Date nearest such specified Optional
Repayment Date (whether such Interest Payment Date shall precede or succeed such
specified Optional Repayment Date), or, in the event that an equal number of
days shall separate a specified Optional Repayment Date and the preceding
Interest Payment Date, on the one hand, and the succeeding Interest Payment
Date, on the other hand, such Optional Repayment Date shall be the succeeding
Interest Payment Date.
In order for a Note which is by its terms repayable at the option of the
Holder to be repaid, prior to maturity, the Company must receive at the
Corporate Trust Office of the Senior Debt Trustee (or at such other address of
which the Company will from time to time notify the Holder thereof) during the
period from and including the 20th Business Day preceding the applicable
Optional Repayment Date up to and including the close of business on the 16th
Business Day
4
<PAGE>
preceding the applicable Optional Repayment Date: (i) such Note with the
information under the caption "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or a trust company in the United States of America
dated no later than the 16th Business Day preceding the applicable Optional
Repayment Date and setting forth the name of the Holder of such Note, the
principal amount of such Note, the amount of such Note to be repaid, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that such Note (with the information required under the caption "Option to Elect
Repayment" duly completed) will be received at the above-mentioned office of the
Senior Debt Trustee, not later than the 5th Business Day after the date of such
telegram, telex, facsimile transmission or letter and Note, duly completed, is
received at such office of the Trustee by such 5th Business Day. Effective
exercise of the repayment option by the Holder of a Note will be irrevocable. No
transfer or exchange of a Note (or, in the event that a Note is to be repaid in
part, such portion of such Note to be repaid) will be permitted after exercise
of the repayment option. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final, binding and
non-appealable. The Company has the right to offer for resale any Note acquired
by it pursuant to the foregoing arrangements. Accordingly, the indebtedness
evidenced by any Note so repurchased by the Company may not be satisfied by such
repurchase.
Redemption at Option of the Company
The Notes do not have a sinking fund but are redeemable at the option of the
Company only if a Redemption Date is specified therein and in the applicable
Pricing Supplement. If so indicated in an applicable Pricing Supplement, such
Notes will be subject to redemption by the Company on and after their respective
Redemption Dates specified in such Pricing Supplement. On and after the
Redemption Date, if any, the related Note will be redeemable in whole or in part
in increments of $1,000 (provided that any remaining principal amount of such
Note shall be an authorized denomination of such Note) at the option of the
Company at a redemption price equal to 100% of the principal amount to be
redeemed, together with interest thereon payable to the date of redemption, on
notice given not more than 60 nor less than 30 days prior to the date of
redemption in the case of Fixed Rate Notes, or on notice given not more than 30
nor less than 15 days prior to the date of redemption in the case of Floating
Rate Notes. Notwithstanding the above, however, Floating Rate Notes, if
redeemable at the option of the Company, will be redeemable only on Interest
Payment Dates occurring on or after the applicable Redemption Dates.
Interest Rate
Each Floating Rate Note and Note which bears interest at a fixed rate (a
"Fixed Rate Note") will bear interest at the rate per annum, or pursuant to the
interest rate formula, stated therein and in the applicable Pricing Supplement
until the principal thereof is paid or made available for payment. Interest will
be payable on each Interest Payment Date and at maturity or, if applicable, upon
redemption or repayment. Interest will be payable to the person in whose name a
Note is registered at the close of business on the Regular Record Date next
preceding each Interest Payment Date; provided, however, interest payable at
maturity or, if applicable, upon redemption or repayment will be payable to the
person to whom principal shall be payable. Except as provided in the applicable
Pricing Supplement, Merrill Lynch, Pierce, Fenner & Smith Incorporated will be
the calculation agent (the "Calculation Agent") with respect to Floating Rate
Notes.
Each Floating Rate Note will bear interest at rates determined by reference
to an interest rate formula, which may be adjusted by a Spread or Spread
Multiplier (each as defined below), unless otherwise specified therein. A
Floating Rate Note may also have either or both of the following: (i) a maximum
limitation, or ceiling, on the rate at which interest which may accrue during
any interest period; and (ii) a minimum limitation, or floor, on the rate at
which interest which may accrue during any interest period. The applicable
Pricing Supplement relating to Fixed Rate Notes or Floating Rate Notes will
designate either a fixed rate of interest per annum payable on the applicable
Note, in which case such Note will be a Fixed Rate Note, or one of the following
Base Rates, as applicable to the relevant Floating Rate Note: (a) the Commercial
Paper Index Rate, in which case such Note will be a Commercial Paper Index Rate
Note, (b) the Federal Funds Rate, in which case such Note will be a Federal
Funds Rate Note, (c) the Prime Rate, in which case such Note will be a Prime
Rate Note, (d) the Treasury Index Rate, in which case such Note will be a
Treasury Index Rate Note, (e) LIBOR, in which case such Note will be a LIBOR
Note, or (f) such other interest rate formula as is set forth in such Pricing
Supplement. Except as specified in the applicable Pricing Supplement, Floating
Rate Notes will have daily, weekly, monthly, quarterly, semiannual or annual
resets of the rate of interest.
5
<PAGE>
Fixed Rate Notes
Each Fixed Rate Note will bear interest at the rate per annum stated on the
face thereof until the principal thereof is paid or made available for payment.
Except as provided in the applicable Pricing Supplement, interest will be
payable semi-annually on May 15 and November 15 of each year and at maturity (or
on the date of redemption or repayment, if a Fixed Rate Note is redeemed by the
Company or repaid at the Holder's option prior to maturity). Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Interest will
be payable to the person in whose name a Fixed Rate Note is registered at the
close of business on the May 1 or November 1 Regular Record Date next preceding
the May 15 or November 15 Interest Payment Date. Interest rates are subject to
change by the Company from time to time, but no such change will affect any
Fixed Rate Note theretofore issued or as to which an offer to purchase has been
accepted by the Company.
Any payment of principal or interest required to be made on an Interest
Payment Date, at maturity or earlier redemption or repayment of a Fixed Rate
Note which is not a Business Day need not be made on such day, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, maturity date or date of redemption or repayment, as
the case may be, and no interest shall accrue with respect to such payment for
the period from and after such Interest Payment Date, maturity date or date of
redemption or repayment.
Floating Rate Notes
The applicable Pricing Supplement specifies the base rate or other interest
rate formula and the Spread or Spread Multiplier, if any, and the maximum or
minimum interest rate limitation, if any, applicable to each Floating Rate Note.
In addition, such Pricing Supplement specifies for each Floating Rate Note the
following terms, if applicable: the Initial Interest Rate, the Interest Payment
Dates, the Index Maturity, Interest Reset Dates, Optional Repayment Dates,
Redemption Date and any other variable term applicable to such Note.
The interest rate on each Floating Rate Note will be calculated by reference
to the specified interest rate formula (i) plus or minus the Spread, if any, or
(ii) multiplied by the Spread Multiplier, if any. The "Spread" is the number of
basis points specified in the applicable Pricing Supplement as being applicable
to the interest rate for such Floating Rate Note. The "Spread Multiplier" is the
percentage of the Base Rate applicable to the interest rate for such Floating
Rate Note. "Index Maturity" means, with respect to a Floating Rate Note, the
period to maturity of the instrument or obligation on which the interest rate
formula is based, as specified in the applicable Pricing Supplement. "Regular
Record Date" with respect to Floating Rate Notes means the 15th day (whether or
not a Business Day) prior to the applicable Interest Payment Date. The
"Calculation Date", if applicable, with respect to any Interest Determination
Date (as specified with respect to each Base Rate) will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business Day
prior to the Interest Payment Date on which such accrued interest will be
payable.
Except as otherwise provided herein with respect to LIBOR Notes or in the
applicable Pricing Supplement, if any Interest Reset Date for any Floating Rate
Note would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day.
Each Floating Rate Note will bear interest from the date of issue at the
rates determined as described below until the principal thereof is paid or
otherwise made available for payment. The rate of interest on a Floating Rate
Note will be reset each Interest Reset Date applicable to such Note; provided,
however, that except in the case of Floating Rate Notes which reset daily, the
interest rate in effect for the ten days immediately prior to maturity,
redemption or repayment, as the case may be, will be that in effect on the tenth
day preceding such maturity, redemption or repayment, as the case may be. Except
as otherwise provided herein or in the applicable Pricing Supplement, the rate
of interest determined on an Interest Reset Date with respect to a Floating Rate
Note will be applicable on and after such Interest Reset Date to, but not
including, the next succeeding Interest Reset Date, or until the date of
maturity or date of redemption or repayment, as the case may be.
If an Interest Payment Date with respect to any Floating Rate Note would
otherwise fall on a day that is not a Business Day with respect to such Note,
such Interest Payment Date will be the following day that is a Business Day,
except that in the case of a LIBOR Note, if such day falls in the next calendar
month, such Interest Payment Date will be the preceding day that is a Business
Day. If the maturity date (or date of redemption or repayment) of any Floating
Rate Note would fall on a day that is not a Business Day, the payment of
interest and principal may be made on the next
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<PAGE>
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the maturity date (or the date of redemption or
repayment).
Except as provided in the applicable Pricing Supplement, interest payments
on Floating Rate Notes shall be the amount of interest accrued from, and
including, the next preceding Interest Payment Date in respect of which interest
has been paid to, but excluding, the Interest Payment Date. With respect to a
Floating Rate Note, accrued interest from the last date to which interest has
been paid is calculated by multiplying the principal amount of such Floating
Rate Note by an accrued interest factor. Such accrued interest factor is
computed by adding the interest factors, calculated for each day, from the last
date to which interest has been paid, to the date for which accrued interest is
being calculated. The interest factor for each such day is computed by dividing
the interest rate applicable to such day by 360, in the case of Commercial Paper
Index Rate Notes, Federal Funds Rate Notes, Prime Rate Notes and LIBOR Notes, or
by the actual number of days in the year, in the case of Treasury Index Rate
Notes.
All percentages resulting from any calculation on Floating Rate Notes will
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one- millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on Floating Rate Notes
will be rounded to the nearest cent (with one-half cent being rounded upward).
Upon the request of the holder of any Floating Rate Note, the Calculation
Agent will provide the interest rate then in effect and, if determined, the
interest rate which will become effective as a result of a determination made
with respect to the most recent Interest Determination Date with respect to such
Floating Rate Note.
Commercial Paper Index Rate Notes
Commercial Paper Index Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Index Rate and the Spread or
Spread Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Commercial
Paper Index Rate" means, with respect to any Interest Determination Date
relating to a Commercial Paper Index Rate Note, the Money Market Yield
(calculated as described below) of the rate on that date for commercial paper
having the Index Maturity specified in the applicable Pricing Supplement as such
rate is published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)"), under the heading "Commercial Paper". In the event that such rate
is not published by 9:00 A.M. New York City time on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Index
Rate shall be the Money Market Yield of the rate on that Interest Determination
Date for commercial paper having such Index Maturity as published by the Federal
Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Commercial Paper". If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or Composite
Quotations, the Commercial Paper Index Rate for that Interest Determination Date
shall be calculated by the Calculation Agent and shall be the Money Market Yield
of the arithmetic mean of the offered rates of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent as of
11:00 A.M., New York City time, on that Interest Determination Date for
commercial paper having the specified Index Maturity placed for an industrial
issuer whose bond rating is "AA" or the equivalent from a nationally recognized
rating agency; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Index Rate will be the Commercial Paper Index Rate in effect on
such Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
D X 360 X 100
Money Market Yield = -------------------
360-(D X M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
The Interest Determination Date pertaining to an Interest Reset Date on a
Commercial Paper Index Rate Note will
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<PAGE>
be the Business Day prior to such Interest Reset Date.
Federal Funds Rate Notes
Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread, or Spread
Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any Interest Determination Date relating to a
Federal Funds Rate Note, the rate on such Interest Determination Date for
Federal Funds as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates" ("H.15(519)")
or any successor publication under the heading "Federal Funds (Effective)" or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will be
the interest rate on such Interest Determination Date as published by the
Federal Reserve Bank of New York in its daily statistical release, "Composite
3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations")
under the heading "Federal Funds/Effective Rate". If such rate is not yet
published by 9:00 A.M. on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate for such Interest Determination Date
will be the rate on such Interest Determination Date made publicly available by
the Federal Reserve Bank of New York which is equivalent to the rate which
appears in H.15(519) under the heading "Federal Funds (Effective)"; provided,
however, that if such rate is not made publicly available by the Federal Reserve
Bank of New York by 9:00 A.M. on the Calculation Date, the Federal Funds Rate
will be the last Federal Funds Rate in effect prior to such Interest
Determination Date.
The rate of interest on a Federal Funds Rate Note will be reset each
Interest Reset Date applicable to such Note. Unless otherwise specified in the
applicable Pricing Supplement, with respect to Federal Funds Rate Notes, each
Business Day will be an Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date on a Federal Funds Rate Note will be the
Business Day prior to such Interest Reset Date.
Prime Rate Notes
Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread, or Spread Multiplier, if any)
specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Interest Determination Date relating to a Prime
Rate Note, the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Interest Determination Date by three major money center banks
in The City of New York selected by the Calculation Agent. If fewer than three
quotations are provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean on the basis of the prime
rates quoted in The City of New York on such date by three substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, and unaffiliated with the Company, having total
equity capital of at least $500 million and being subject to supervision or
examination by a Federal or State authority, selected by the Calculation Agent;
provided, however, that if the substitute banks or trust companies selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Prime Rate will be the Prime Rate in effect on such Interest
Determination Date relating to a Prime Rate Note.
The Interest Determination Date pertaining to an Interest Reset Date on a
Prime Rate Note will be the Business Day prior to such Interest Reset Date.
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any) specified in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR with
respect to any Interest Determination Date relating to a LIBOR Note will equal
the arithmetic mean (as determined by the Calculation Agent) of the offered
8
<PAGE>
rates which appear as of 11:00 A.M., London time, on the Reuters Screen LIBOR
Page on the Reuter Monitor Money Rates Service for deposits (in United States
dollars for the period of the Index Maturity specified in the applicable Pricing
Supplement) commencing on the second day on which dealings in deposits in United
States dollars are transacted in the London interbank market (a "London Banking
Day") immediately following such Interest Determination Date; provided, however,
that if fewer than two such quotations appear, the Calculation Agent shall
request the principal London office of four major banks in the London interbank
market selected by the Calculation Agent to provide the Calculation Agent with a
quotation of their offered rates at approximately 11:00 A.M., London time, on
such Interest Determination Date for deposits (in United States dollars for the
period of the applicable Index Maturity and in a principal amount equal to an
amount that is representative for a single transaction in such market at such
time) commencing on the second London Banking Day immediately following such
Interest Determination Date. If at least two such quotations are provided, LIBOR
for such Interest Determination Date will equal the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR for such Interest
Determination Date will equal the arithmetic mean of the rates quoted by three
major banks in The City of New York, as selected by the Calculation Agent, at
approximately 11:00 A.M., New York City time, on such Interest Determination
Date for loans to leading European banks (in United States dollars for the
period of the applicable Index Maturity and in a principal amount equal to an
amount that is representative for a single transaction in such market at such
time) commencing on the second London Banking Day following such Interest
Determination Date; provided, however, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
for such Interest Determination Date will be LIBOR in effect on such Interest
Determination Date.
The Interest Determination Date pertaining to an Interest Reset Date on a
LIBOR Note will be the second London Banking Day next preceding such Interest
Reset Date.
Treasury Index Rate Notes
Treasury Index Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Index Rate and the Spread or Spread
Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the Pricing Supplement, "Treasury Index Rate"
means, with respect to any Interest Determination Date relating to a Treasury
Index Rate Note, the per annum discount rate for direct obligations of the
United States with a maturity of thirteen weeks ("91-day Treasury bills"),
expressed as a bond equivalent on the basis of a year of 365 or 366 days, at the
91-day Treasury bill auction occurring on such Interest Determination Date as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication, under the heading "Treasury bills--auction average (investment)" or
(if not so published by 9:00 A.M. New York City time on the Calculation Date) as
reported by the United States Department of the Treasury. Such Treasury bills
are usually sold at auction on Monday of each week unless that day is a legal
holiday in which case the auction is usually held on the following Tuesday,
except that such auction may be held on the preceding Friday.
The day of each such auction of 91-day Treasury bills, unless otherwise
specified in the Pricing Supplement, will be an Interest Determination Date
(provided that the results of such auction are so published or reported), and
each Business Day following such an Interest Determination Date will be a
Treasury Index Rate Note Interest Reset Date. The rate of interest applicable to
Treasury Index Rate Notes will therefore not be reset during any period in which
such auctions are not held or the results of such auctions are not so published
or reported.
Zero Coupon Notes
Notes which do not bear interest ("Zero Coupon Notes") were initially
offered at a substantial discount from their principal amount at maturity. There
will be no periodic payments of interest. The calculation of the accrual of
Original Issue Discount (as defined below), in the period during which a Zero
Coupon Note remains outstanding, will be on a semiannual bond equivalent basis
using a year composed of twelve 30-day months. Upon maturity, Original Issue
Discount will cease to accrue on a Zero Coupon Note.
Limitation of Claims in Bankruptcy: If a bankruptcy proceeding is commenced
in respect of the Company, the claim of the Holder of a Zero Coupon Note with
respect to the principal amount thereof may, under Section 502(b)(2)
9
<PAGE>
of Title 11 of the United States Code, be limited to the issue price of the Zero
Coupon Note plus that portion of the Original Issue Discount that is amortized
from the date of issue to the commencement of the proceeding.
OTHER TERMS
General
The Notes are a series of Securities issued under an Indenture (the "Senior
Indenture"), (all such series being herein referred to as "Senior Debt
Securities") dated as of April 1, 1983, as amended and restated, between the
Company and The Chase Manhattan Bank, formerly known as Chemical Bank (successor
to Manufacturers Hanover Trust Company), as trustee (the "Trustee"). A copy of
the Senior Indenture is filed as an exhibit to the registration statements
relating to the Securities. The following summaries of certain provisions of the
Senior Indenture do not purport to be complete and are subject to, and qualified
in their entirety by reference to, all provisions of the Senior Indenture,
including the definition therein of certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
will be governed by and construed in accordance with the laws of the State of
New York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Securities
Exchange Act of 1934, as amended, and under rules of certain exchanges and other
regulatory bodies.
Limitations Upon Liens
The Senior Indenture provides that the Company may not, and may not permit
any Subsidiary to, create, assume, incur or permit to exist any indebtedness for
borrowed money secured by a pledge, lien or other encumbrance (except for
certain liens specifically permitted by the Senior Indenture) on the Voting
Stock owned directly or indirectly by the Company of any Subsidiary (other than
a Subsidiary which, at the time of the incurrence of such secured indebtedness,
has a net worth of less than $3,000,000) without making effective provision
whereby the Outstanding Senior Debt Securities will be secured equally and
ratably with such secured indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Senior Indenture provides that the Company may not sell, transfer or
otherwise dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell
or otherwise dispose of any of its Voting Stock, unless, after giving effect to
any such transaction, MLPF&S remains a Controlled Subsidiary (defined in the
Senior Indenture to mean a corporation more than 80% of the outstanding shares
of Voting Stock of which owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
10
<PAGE>
Merger and Consolidation
The Senior Indenture provides that the Company may consolidate or merge with
or into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Senior Indenture may be effected by the
Company and the Trustee with the consent of the Holders of at least 662/3% in
principal amount of the outstanding Senior Debt Securities of each series issued
pursuant to such indenture and affected thereby, provided that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Senior Debt Security affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of interest or Additional
Amounts payable on, any Senior Debt Security or any premium payable on the
redemption thereof, or change the Redemption Price; (b) reduce the principal
amount of, or the interest or Additional Amounts payable on, any Senior Debt
Security or reduce the amount of principal which could be declared due and
payable prior to the Stated Maturity; (c) change place or currency of any
payment of principal or any premium, interest or Additional Amounts payable on
any Senior Debt Security; (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Senior Debt Security; (e)
reduce the percentage in principal amount of the Outstanding Senior Debt
Securities of any series, the consent of whose Holders is required to modify or
amend the Indenture; or (f) modify the foregoing requirements or reduce the
percentage of Outstanding Senior Debt Securities necessary to waive any past
default to less than a majority. No modification or amendment of any
subordinated indenture or any subsequent indenture for subordinated debt
securities may adversely affect the rights of any holder of Senior Indebtedness
without the consent of such Holder. Except with respect to certain fundamental
provisions, the Holders of at least a majority in principal amount of
Outstanding Senior Debt Securities of any series may, with respect to such
series, waive past defaults under the Senior Indenture and waive compliance by
the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Defaults with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been
11
<PAGE>
subsequently made or in respect of a covenant or provision which cannot be
modified or amended without the consent of the Holder of each Outstanding Senior
Debt Security of such series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
12
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there bey any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Senior Debt Securities
Merrill Lynch & Co., Inc. (the "Company") has issued and intends from time
to time to issue senior debt securities (the "Senior Debt Securities" or the
"Securities") pursuant to an indenture, dated as of April 1, 1983, as amended
and restated, between the Company and The Chase Manhattan Bank, formerly known
as Chemical Bank (successor by merger to Manufacturers Hanover Trust Company).
--------------------
The following Securities have been issued and the indicated aggregate
principal amounts are outstanding as of the date hereof:
Redeemable Notes
$80,000,000 of Step-Up Notes due April 30, 2002;
$25,000,000 of Step-Up Notes due May 6, 2002;
$150,000,000 of 7.05% Notes due April 15, 2003;
$125,000,000 of 6 3/8% Notes due September 8, 2006; and
$33,015,000 of 8.40% Notes due November 1, 2019.
Non-Redeemable Fixed Rate Notes
$150,000,000 of 7.25% Notes due May 15, 1997;
$250,000,000 of 9% Notes due May 1, 1998;
$165,000,000 of 10 3/8% Notes due February 1, 1999;
$175,000,000 of 7 3/4% Notes due March 1, 1999;
$200,000,000 of 6 3/8% Notes due March 30, 1999;
$300,000,000 of 8 1/4% Notes due November 15, 1999;
$150,000,000 of 8 3/8% Notes due February 9, 2000;
$150,000,000 of 6.70% Notes due August 1, 2000;
$500,000,000 of 6% Notes due January 15, 2001;
$250,000,000 of 6% Notes due March 1, 2001;
$300,000,000 of 6 1/2% Notes due April 1, 2001;
$225,000,000 of 8% Notes due February 1, 2002;
$150,000,000 of 7 3/8% Notes due August 17, 2002;
$250,000,000 of 6.64% Notes due September 19, 2002;
$150,000,000 of 8.30% Notes due November 1, 2002;
$200,000,000 of 6 7/8% Notes due March 1, 2003;
$200,000,000 of 6 1/4% Notes due January 15, 2006;
$200,000,000 of 7% Notes due March 15, 2006;
$350,000,000 of 7 3/8% Notes due May 15, 2006;
$500,000,000 of 7% Notes due January 15, 2007;
$150,000,000 of 8% Notes due June 1, 2007;
$250,000,000 of 7% Notes due April 27, 2008; and
$150,000,000 of 6 1/4% Notes due October 15, 2008.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on a national securities exchange in the event the particular issue of
Securities has been listed on such exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
--------------------
Merrill Lynch & Co.
--------------------
The date of this Prospectus is ______________, 1997.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
TABLE OF CONTENTS
AVAILABLE INFORMATION........................................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................. 2
MERRILL LYNCH & CO., INC..................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES........................................... 3
DESCRIPTION OF SENIOR DEBT SECURITIES........................................ 3
Floating Rate Notes....................................................... 6
Redeemable Notes.......................................................... 8
Non-Redeemable Fixed Rate Notes........................................... 10
OTHER TERMS.................................................................. 11
EXPERTS...................................................................... 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ............................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
3
<PAGE>
DESCRIPTION OF SENIOR DEBT SECURITIES
The Senior Debt Securities have been and are to be issued under an Indenture
(the "Senior Indenture"), dated as of April 1, 1983, as amended and restated,
between the Company and The Chase Manhattan Bank, formerly known as Chemical
Bank (successor by merger to Manufacturers Hanover Trust Company), as trustee
(the "Trustee"). A copy of the Senior Indenture is filed as an exhibit to the
registration statements relating to the Securities. The following summaries of
certain provisions of the Senior Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the Senior Indenture, including the definition therein of certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York. Under present New York law the maximum rate of interest is 25% per annum
on a simple interest basis. This limit may not apply to Securities in which
$2,500,000 or more has been invested. While the Company believes that New York
law would be given effect by a state or Federal court sitting outside of New
York, state laws frequently regulate the amount of interest that may be charged
to and paid by a borrower (including, in some cases, corporate borrowers). The
Company has covenanted for the benefit of the Holders of Securities, to the
extent permitted by law, not to claim voluntarily the benefits of any laws
concerning usurious rates of interest against a Holder of Securities.
The Outstanding Senior Debt Securities are issuable only in fully registered
form without coupons, in denominations set forth below under each description of
Outstanding Senior Debt Securities. No service charge will be made for any
registration of transfer or exchange of such Senior Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charges that may be imposed in connection therewith. The
description below indicates that certain of the Outstanding Senior Debt
Securities have been issued in global form (see "Book-Entry Securities").
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of the Senior Debt Securities),
to participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Any principal, premium and interest is and will be payable, the transfer of
the Senior Debt Securities is and will be registrable, and Senior Debt
Securities are and will be exchangeable, at the office of the Trustee in New
York City designated for such purpose, provided that (except as otherwise set
forth below with respect to any series of Senior Debt Securities) payment of
interest may be made at the option of the Company by check mailed to the address
of the person entitled thereto as shown on the Security Register.
Unless otherwise specified with respect to a particular series of Senior
Debt Securities, the Senior Debt Securities are not subject to any sinking fund
and are not redeemable prior to maturity.
Unless otherwise specified, terms defined under a caption for a specific
series of Senior Debt Securities shall have such meanings only as to the Senior
Debt Securities described therein.
Book-Entry Securities
Certain of the Outstanding Senior Debt Securities have been issued in global
form (such Outstanding Senior Debt Securities are hereinafter referred to as
"Book-Entry Securities"). Such Book-Entry Securities are represented
4
<PAGE>
by one or more fully registered global securities (the "Global Notes"). Each
such Global Note has been deposited with, or on behalf of, The Depository Trust
Company ("DTC"), as Depository, registered in the name of DTC or a nominee
thereof. Unless and until it is exchanged in whole or in part for Senior Debt
Securities in definitive form, no Global Note may be transferred except as a
whole by the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor of such Depository or a nominee of
such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations,
including the Underwriters.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc. and the National Association of Securities Dealers, Inc. Access to DTC's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants").
Purchases of Book-Entry Securities must be made by or through Participants,
which will receive a credit on the records of DTC. The ownership interest of
each actual purchaser of each Book-Entry Security (the "Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Participant or Indirect Participant through which the
Beneficial Owner entered into the transaction. Ownership of beneficial interests
in Global Notes will be shown on, and the transfer of such ownership interests
will be effected only through, records maintained by DTC (with respect to
interests of Participants) and on the records of Participants (with respect to
interests of persons held through Participants). The laws of some states may
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in Global Notes.
So long as DTC, or its nominee, is the registered owner of a Global Note,
DTC or its nominee, as the case may be, will be considered the sole owner or
Holder of the Book-Entry Securities represented by such Global Note for all
purposes under the Indenture. Except as provided below, Beneficial Owners in a
Global Note will not be entitled to have the Book-Entry Securities represented
by such Global Note registered in their names, will not receive or be entitled
to receive physical delivery of the Book-Entry Securities in definitive
registered form and will not be considered the owners or Holders thereof under
the Indenture. Accordingly, each Person owning a beneficial interest in a Global
Note must rely on the procedures of DTC and, if such Person is not a
Participant, on the procedures of the Participant through which such Person owns
its interest, to exercise any rights of a Holder under the Indenture. The
Company understands that under existing industry practices, in the event that
the Company requests any action of Holders or that an owner of a beneficial
interest in such a Global Note desires to give or take any action which a Holder
is entitled to give or take under the Indenture, DTC would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect Participants,
and by Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Payment of principal of, and interest on, Book-Entry Securities registered
in the name of DTC or its nominee will be made to DTC or its nominee, as the
case may be, as the Holder of the Global Note or Global Notes representing such
Book-Entry Securities. None of the Company, the Trustee or any other agent of
the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that DTC,
upon receipt of any payment of principal or interest in respect of a Global
Note, will credit the accounts of the Participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in such Global Note as shown on the records of
5
<PAGE>
DTC. The Company also expects that payments by Participants to Beneficial Owners
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, or (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Notes shall be exchangeable, or (z) an Event of
Default has occurred and is continuing with respect to the Book-Entry
Securities, the Global Note or Global Notes will be exchangeable for Senior Debt
Securities in definitive form of like tenor and of an equal aggregate principal
amount, in denominations of $1,000 and integral multiples thereof. Such
definitive Senior Debt Securities shall be registered in such name or names as
the Depository shall instruct the Trustee. It is expected that such instructions
may be based upon directions received by the Depository from Participants with
respect to ownership of beneficial interests in Global Notes.
All payments of principal and interest on the Book-Entry Securities will be
made by the Company in immediately available funds so long as such securities
are maintained in book-entry form.
Redeemable Notes
Terms and Provisions of Step-Up Notes due April 30, 2002
General
The Step-Up Notes due April 30, 2002 (the "Step-Up Notes due April 30,
2002") will mature on April 30, 2002 unless redeemed earlier as provided below.
The rate of interest on the Step-Up Notes due April 30, 2002 from and including
April 30, 1992 to but excluding April 30, 1997 is 8.23% per annum, and,
thereafter, the rate of interest will be 9.50% per annum. The Step-Up Notes due
April 30, 2002 bear interest from April 30, 1992, payable semiannually on April
30 and October 30 of each year, to the persons in whose names the Step-Up Notes
due April 30, 2002 are registered on the preceding April 15 or October 15,
respectively. The Step-Up Notes due April 30, 2002 are issuable only in fully
registered form without coupons, in denominations of $1,000 and integral
multiples thereof.
Redemption by the Company
The Step-Up Notes due April 30, 2002 are subject to redemption at the option
of the Company on or after April 30, 1997, in whole or in part in increments of
$1,000, at a redemption price of 100% of the principal amount thereof to be
redeemed plus accrued interest thereon to but excluding the Redemption Date.
Notice of redemption of the Step-Up Notes due April 30, 2002 will be mailed not
less than 30 or more than 60 days prior to the Redemption Date to each Holder of
Step-Up Notes due April 30, 2002 to be redeemed.
Terms and Provisions of Step-Up Notes due May 6, 2002
General
The Step-Up Notes due May 6, 2002 (the "Step-Up Notes due May 6, 2002") will
mature on May 6, 2002 unless redeemed earlier as provided below. The rate of
interest on the Step-Up Notes due May 6, 2002 from and including May 6, 1992 to
but excluding May 6, 1997 is 8.18% per annum, and thereafter the rate of
interest will be 9.40% per annum. The Step-Up Notes due May 6, 2002 bear
interest from May 6, 1992, payable semiannually on May 6 and November 6 of each
year, to the persons in whose names the Step-Up Notes due May 6, 2002 are
registered on the preceding April 21 or October 22, respectively. The Step-Up
Notes due May 6, 2002 are issuable and transferable only in fully registered
form without coupons, in denominations of $1,000 and integral multiples thereof.
Redemption by the Company
The Step-Up Notes due May 6, 2002 are subject to redemption at the option of
the Company on or after May 6, 1997, in whole or in part in increments of
$1,000, at a redemption price of 100% of the principal amount thereof to be
redeemed plus accrued interest thereon to but excluding the Redemption Date.
Notice of redemption
6
<PAGE>
of the Step-Up Notes due May 6, 2002 shall be mailed not less than 30 or more
than 60 days prior to the Redemption Date to each Holder of Step-Up Notes due
May 6, 2002 to be redeemed.
Terms and Provisions of 7.05% Notes due April 15, 2003*
General
The 7.05% Notes due April 15, 2003 (the "7.05% Notes") will mature on April
15, 2003 unless redeemed earlier as provided below. The 7.05% Notes bear
interest payable semiannually on each October 15 and April 15 to the persons in
whose names the 7.05% Notes are registered on the next preceding October 1 and
April 1, respectively. The 7.05% Notes are issuable and transferable only in
fully registered form without coupons, in denominations of $1,000 and integral
multiples thereof.
Redemption by the Company
The 7.05% Notes are subject to redemption at the option of the Company on or
after April 15, 1998, in whole or in part in increments of $1,000, at a
redemption price of 100% of the principal amount thereof to be redeemed plus
accrued interest thereon to but excluding the Redemption Date. Notice of
redemption of the 7.05% Notes shall be given not less than 30 or more than 60
days prior to the Redemption Date to each Holder of 7.05% Notes to be redeemed.
Terms and Provisions of 6 3/8% Notes due September 8, 2006*
General
The 6 3/8% Notes due September 8, 2006 (the "6 3/8% Notes") will mature on
September 8, 2006 unless redeemed earlier as provided below. The 6 3/8% Notes
bear interest payable semiannually on each March 8 and September 8 to the
persons in whose names the 6 3/8% Notes are registered on the next preceding
February 23 and August 23, respectively. The 6 3/8% Notes are issuable and
transferable only in fully registered form without coupons, in denominations of
$1,000 and integral multiples thereof.
Redemption by the Company
The 6 3/8% Notes are subject to redemption at the option of the Company on
or after September 8, 2003, in whole or in part in increments of $1,000, at a
redemption price of 100% of the principal amount thereof to be redeemed plus
accrued interest thereon to but excluding the Redemption Date. Notice of
redemption of the 6 3/8% Notes shall be given not less than 30 or more than 60
days prior to the Redemption Date to each Holder of 6 3/8% Notes to be redeemed.
Terms and Provisions of 8.40% Notes due November 1, 2019
General
The 8.40% Notes due November 1, 2019 (the "8.40% Notes") will mature on
November 1, 2019. The 8.40% Notes bear interest payable semiannually on each May
1 and November 1 to the persons in whose names the 8.40% Notes are registered on
the next preceding April 15 and October 15, respectively. The 8.40% Notes are
issuable and transferable only in fully registered form without coupons, in
denominations of $1,000 and integral multiples thereof.
* Book-Entry Securities.
7
<PAGE>
Redemption by the Company
The 8.40% Notes are not redeemable by the Company prior to maturity unless
$20,000,000 or less of aggregate principal amount of the 8.40% Notes are
outstanding, in which case the 8.40% Notes are redeemable at any time on or
after November 1, 1994, in whole but not in part, on at least 15 days and not
more than 60 days prior notice at a redemption price of 100% of principal amount
thereof plus accrued interest thereon to the date of redemption.
Non-Redeemable Fixed Rate Notes
General Terms and Provisions of Non-Redeemable Fixed Rate Notes
Each series of Non-Redeemable Fixed Rate Notes bears interest at a specified
rate payable semiannually through maturity to the persons in whose names the
Notes are registered on the Regular Record Date preceding each Interest Payment
Date. The Non-Redeemable Fixed Rate Notes are not subject to redemption by the
Company or repayment at the option of the holders thereof prior to their stated
maturity dates, and are issuable and transferable in denominations of $1,000 and
any integral multiple thereof. Beneficial interests in Non-Redeemable Fixed Rate
Notes that are Book-Entry Securities may be acquired, or subsequently
transferred, only in denominations of $1,000 and integral multiples thereof. The
title of each series of Non-Redeemable Fixed Rate Notes designates the interest
rate and maturity date of such Notes.
Terms of Series of Non-Redeemable Fixed Rate Notes
<TABLE>
<CAPTION>
Series Interest Payment Dates Regular Record Dates
------ ---------------------- --------------------
<S> <C> <C>
7.25% Notes due May 15, 1997 May 15 and November 15 May 1 and November 1
9% Notes due May 1, 1998 May 1 and November 1 April 15 and October 15
10 3/8% Notes due February 1, 1999 February 1 and August 1 January 15 and July 15
7 3/4% Notes due March 1, 1999 March 1 and September 1 February 15 and August 15
6 3/8% Notes due March 30, 1999* March 30 and September 30 March 15 and September 15
8 1/4% Notes due November 15, 1999 May 15 and November 15 May 1 and November 1
8 3/8% Notes due February 9, 2000* February 9 and August 9 January 25 and July 25
6.70% Notes due August 1, 2000* February 1 and August 1 January 15 and July 15
6% Notes due January 15, 2001* January 15 and July 15 January 1 and July 1
</TABLE>
- ----------
* Book-Entry Securities.
8
<PAGE>
<TABLE>
<CAPTION>
Series Interest Payment Dates Regular Record Dates
------ ---------------------- --------------------
<S> <C> <C>
6% Notes due March 1, 2001* March 1 and September 1 February 15 and August 15
6 1/2% Notes due April 1, 2001* April 1 and October 1 March 15 and September 15
8% Notes due February 1, 2002 February 1 and August 1 January 15 and July 15
7 3/8% Notes due August 17, 2002* February 17 and August 17 February 2 and August 2
6.64% Notes due September 19, 2002* March 19 and September 19 March 4 and September 4
8.30% Notes due November 1, 2002 May 1 and November 1 April 15 and October 15
6 7/8% Notes due March 1, 2003* March 1 and September 1 February 15 and August 15
6 1/4% Notes due January 15, 2006* January 15 and July 15 January 1 and July 1
7% Notes due March 15, 2006* March 15 and September 15 March 1 and September 1
7 3/8% Notes due May 15, 2006* May 15 and November 15 May 1 and November 1
7% Notes due January 15, 2007* January 15 and July 15 January 1 and July 1
8% Notes due June 1, 2007 June 1 and December 1 May 15 and November 15
7% Notes due April 27, 2008* April 27 and October 27 April 12 and October 12
6 1/4% Notes due October 15, 2008* April 15 and October 15 March 31 and September 30
</TABLE>
- ----------
* Book-Entry Securities.
OTHER TERMS
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
9
<PAGE>
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended
10
<PAGE>
December 27, 1996 included in the 1996 Annual Report to Stockholders of the
Company, and incorporated by reference herein, has been derived from
consolidated financial statements audited by Deloitte & Touche LLP, as set forth
in their reports included as an exhibit to the Registration Statement or
incorporated by reference herein. Such consolidated financial statements and
related financial statement schedules, and such Selected Financial Data
appearing or incorporated by reference in this Prospectus and the Registration
Statement of which this Prospectus is a part, have been included or incorporated
herein by reference in reliance upon such reports of Deloitte & Touche LLP given
upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
11
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Greater of U.S. Dollar/Deutsche Mark--U.S. Dollar/Japanese Yen
Put Currency Warrants, Expiring May 15, 1997
On May 23, 1995, Merrill Lynch & Co., Inc. (the "Company") issued 1,250,000
Greater of U.S. Dollar/Deutsche Mark--U.S. Dollar/Japanese Yen Put Currency
Warrant (the "Warrants"). Each Warrant will entitle the beneficial owner thereof
to receive from the Company the cash value, if positive (the "Cash Settlement
Value"), on the Expiration Date (as defined below), or on such earlier date as
described herein, in U.S. dollars of the greater of (i) the right to sell
Deutsche Mark ("DEM") 72.2 on the Exercise Date at a price of U.S. $50, which
represents an exchange rate of DEM 1.4440 per U.S. $1.00, and (ii) the right to
sell Japanese Yen ("JPY") 4,325 on the Exercise Date at a price of U.S. $50,
which represents an exchange rate of JPY 86.50 per U.S. $1.00. The Warrants will
be automatically exercised on the earlier of the fifth New York Business Day
immediately preceding May 15, 1997 (the "Expiration Date") or the New York
Business Day immediately preceding the date of occurrence of certain events in
bankruptcy, insolvency or reorganization involving the Company or the date of
the Warrants' expiration upon delisting from, or permanent suspension from
trading on, the American Stock Exchange unless the Warrants are simultaneously
accepted for trading pursuant to the rules of another national securities
exchange (in either case, the "Exercise Date"). The Warrants are not exercisable
at the option of the Holder. See "Description of the Warrants".
The Warrants involve a high degree of risk, including foreign exchange risks
and the risk of expiring worthless unless the Deutsche Mark or the Japanese Yen
sufficiently depreciates against the U.S. dollar. The Warrants are not
exercisable at the option of the Holder. Investors therefore should be prepared
to sustain a total loss of the purchase price of their Warrants, and are advised
to carefully consider the information under "Risk Factors Relating to the
Warrants" beginning on page 4 of this Prospectus, "Description of the Warrants",
"Description of the Warrants--Automatic Exercise Prior to the Expiration Date",
and "Exchange Rates and Cash Settlement Values".
The Warrants have been listed on the American Stock Exchange under the
symbol "DMY.WS".
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
This Prospectus has been prepared in connection with the Warrants and is to
be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Warrants.
MLPF&S may act as principal or agent in such transactions. The Warrants may be
offered on the American Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Warrants will conform to the
requirements set forth in the applicable sections of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
------------
Merrill Lynch & Co.
------------
The date of this Prospectus is __________, 1997
<PAGE>
THESE WARRANTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF
INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF INSURANCE
RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Warrants shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Warrants to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
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MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ............................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
CERTAIN IMPORTANT INFORMATION CONCERNING THE WARRANTS
A beneficial owner will receive a cash payment upon exercise only if the
Warrants have a Cash Settlement Value in excess of zero on the Exercise Date.
The spot exchange rates of the Deutsche Mark and the Japanese Yen on the
Exercise Date as compared to the U.S. dollar will determine whether the Warrants
have a positive Cash Settlement Value. The Warrants will be "in-the-money"
(i.e., their Cash Settlement Value will be greater than zero) on the Exercise
Date only if, as of such date, the Deutsche Mark or the Japanese Yen has
depreciated (i.e., it takes more DEM or JPY to purchase one U.S. dollar) against
the U.S. dollar to the extent that one U.S. dollar is worth more than the DEM
Strike Price or the JPY Strike Price. If on the Exercise Date the DEM Strike
Price is greater than or equal to the DEM Spot Rate (i.e., the Deutsche Mark has
not depreciated relative to the U.S. dollar) and the JPY Strike Price is greater
than or equal to the JPY Spot Rate (i.e., the Japanese Yen has not depreciated
relative to the U.S. dollar), the Warrant will expire worthless and the
beneficial owner will have sustained a total loss of the purchase price of such
Warrant. Investors therefore should be prepared to sustain a total loss of the
purchase price of their Warrants.
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Beneficial owners of Warrants will be subject to foreign exchange risks
which may have important economic and tax consequences to them. See "Exchange
Rates and Cash Settlement Values".
References herein to "U.S. dollars", "U.S.$" or "$" are to the currency of
the United States of America. References to "Deutsche Mark" or "DEM" are to the
currency of the Federal Republic of Germany. References to "Japanese Yen" and
"JPY" are to the currency of Japan.
RISK FACTORS RELATING TO THE WARRANTS
The Warrants involve a high degree of risk, including foreign exchange risks
and the risk of expiring worthless. Investors therefore should be prepared to
sustain a total loss of the purchase price of their Warrants. It is suggested
that investors considering purchasing the Warrants be experienced with respect
to options and option transactions and understand the risks of foreign currency
transactions and reach an investment decision only after carefully considering
all the risk factors set forth in this section of this Prospectus, the
suitability of the Warrants in light of their particular circumstances and all
the other information set forth in this Prospectus.
Exercise of the Warrants. The Warrants will be automatically exercised on
the Exercise Date and are not exercisable at the option of the Holder.
Automatic Exercise of the Warrants upon Delisting. In the event that the
Warrants are delisted from, or permanently suspended from trading on, the
American Stock Exchange and the Warrants are not simultaneously accepted for
trading pursuant to the rules of another national securities exchange, the
Warrants will expire on the date such delisting or trading suspension becomes
effective and will be automatically exercised on the New York Business Day
immediately preceding the date of such early expiration. At the time of such
automatic exercise, the Warrants may be out-of-the-money such that the Cash
Settlement Value will equal zero.
Certain Factors Affecting the Value of the Warrants. The difference between
the trading value and the Cash Settlement Value will reflect a number of
factors, including a "time value" component for the Warrants. The "time value"
of the Warrants will depend upon the time remaining to expiration, among other
factors. The expiration date of the Warrants will be accelerated should the
Warrants be delisted or should their trading on the American Stock Exchange be
suspended permanently unless the Warrants simultaneously are accepted for
trading pursuant to the rules of another national securities exchange. Any such
acceleration would result in the total loss of any otherwise remaining "time
value" and could occur when the Warrants are out-of-the-money, thus resulting in
total loss of the purchase price of the Warrants. See "Description of the
Warrants--Automatic Exercise Prior to the Expiration Date". Before selling
Warrants, beneficial owners should carefully consider the trading value of the
Warrants, the value of the Deutsche Mark and the Japanese Yen, the probable
range of Cash Settlement Values and any related transaction costs.
It is possible that the trading value of a Warrant may decline significantly
even if there is a decrease in the value of the Deutsche Mark or the Japanese
Yen as compared to the U.S. dollar.
The trading value of a Warrant is expected to be dependent on the Warrant
Strike Prices and also upon a number of complex interrelated factors, including
those listed below. The expected theoretical effect on the trading value of a
Warrant of each of the factors listed below, assuming in each case that all
other factors are held constant, is as follows:
(1) The DEM/U.S.$ and JPY/U.S.$ exchange rates in the forward markets. The
trading value of the Warrants is expected to depend primarily on the
DEM/U.S.$ and JPY/U.S.$ exchange rates expected on the Exercise Date.
Because the Cash Settlement Value is determined using the DEM/U.S.$ and
JPY/U.S.$ exchange rates for immediate transfers (i.e., the spot rates) on
the Exercise Date, the spot rates on other days during the term of the
Warrants may not affect the trading value of the Warrants. If Warrants are
sold prior to the maturity date, the sale price may be at a discount from
the amount expected to be payable to the beneficial owner if the then
current DEM/U.S.$ and JPY/U.S.$ exchange rates at the time of such sale were
to prevail until the Exercise Date because of the possible fluctuation of
the DEM/U.S.$ and JPY/U.S.$ exchange rates between the time of such sale and
the Exercise Date. See "Exchange Rates and Cash Settlement Values" in this
Prospectus. Furthermore, the price at which a beneficial owner will be able
to sell Warrants
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prior to the Exercise Date may be at a discount, which could be substantial,
from the purchase price, if, at such time, the DEM Strike Price and the JPY
Strike Price are greater than or equal to the DEM/U.S.$ exchange rate or the
JPY/U.S.$ exchange rate, respectively, expected on the Exercise Date.
(2) The volatility of the DEM/U.S.$ and JPY/U.S.$ exchange rates. If the
volatility of the DEM/U.S.$ or JPY/U.S.$ exchange rate increases, the
trading value of a Warrant is expected to increase. If such volatility
decreases, the trading value of a Warrant is expected to decrease.
(3) The interest rate differential between U.S. dollar and Deutsche Mark
or Japanese Yen denominated fixed income instruments. If Deutsche Mark
interest rates increase relative to U.S. dollar interest rates, the value of
the Deutsche Mark in terms of the U.S. dollar in the forward market is
expected to decrease and, as a result, the trading value of a Warrant is
expected to increase. If Japanese Yen interest rates increase relative to
U.S. dollar interest rates, the value of the Japanese Yen in terms of the
U.S. dollar in the forward market is expected to decrease and, as a result,
the trading value of a Warrant is expected to increase. If U.S. dollar
interest rates increase relative to Deutsche Mark interest rates or Japanese
Yen interest rates, the trading value of a Warrant is expected to decrease.
(4) Correlation between DEM/U.S.$ and JPY/U.S.$ exchange rates. The
higher the correlation between changes in the two exchange rates, the lower
the expected value of a Warrant.
(5) The time remaining to the expiration date of the Warrants. As the
time remaining to the expiration date decreases, the trading value of a
Warrant is expected to decrease.
As noted above, these hypothetical scenarios are based on the assumption that
all other factors are held constant. In reality, it is unlikely that only one
factor would change in isolation, since changes in one factor usually cause, or
result from, changes in others. Some of the factors referred to above are, in
turn, influenced by the political and economic factors discussed below.
Warrants not Standardized Options Issued by the Options Clearing
Corporation. The Warrants are not standardized foreign currency options of the
type issued by the Options Clearing Corporation (the "OCC"), a clearing agency
regulated by the Commission. For example, unlike purchasers of OCC standardized
options who have the credit benefits of guarantees and margin and collateral
deposits by OCC clearing members to protect the OCC from a clearing member's
failure, purchasers of Warrants must look solely to the Company for performance
of its obligations to pay the Cash Settlement Value on the exercise of Warrants.
In addition, OCC standardized options provide for physical delivery of the
underlying foreign currency (rather than cash settlement in U.S. dollars), and
permit immediate determination of value upon exercise. Further, the market for
the Warrants is not expected to be generally as liquid as the market for some
OCC standardized options.
The Warrants are unsecured contractual obligations of the Company and rank
on a parity with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt. However, since the Company is a
holding company, the right of the Company, and hence the right of creditors of
the Company (including beneficial owners of the Warrants), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
General Risk Considerations. Options and warrants provide opportunities for
investment and pose risks to investors as a result of fluctuations in the value
of the currency, security, index or other measure underlying such options or
warrants. In general, certain of the risks associated with the Warrants are
similar to those generally applicable to other options or warrants of private
corporate issuers. However, unlike options or warrants on equities or debt
securities, which are priced primarily on the basis of the value of a single
underlying security, the trading value of a Warrant is likely to reflect
expected exchange rates on the Exercise Date.
The purchaser of a Warrant may lose his entire investment. This risk
reflects the nature of a Warrant as an asset which tends to decline in value
over time and which may, depending on the relative values of the Deutsche Mark
and the Japanese Yen as compared to the U.S. dollar, become worthless when it
expires. Assuming all other factors are held constant, the more a Warrant is
out-of-the-money and the shorter its remaining term to expiration, the greater
the risk that a purchaser of the Warrant will lose all of his investment. This
means that the purchaser
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of a Warrant who does not sell it in the secondary market will lose his entire
investment in the Warrant if, at expiration, the DEM Strike Price and the JPY
Strike Price are greater than or equal to the DEM Spot Rate and the JPY Spot
Rate, respectively.
The fact that Warrants may become valueless upon expiration means that, in
order to recover and realize a return upon his investment, a purchaser of a
Warrant must generally be correct about the direction, timing and magnitude of
an anticipated exchange rate change affecting the Deutsche Mark or the Japanese
Yen in terms of the U.S. dollar. If the value of the Deutsche Mark or the
Japanese Yen in terms of the U.S. dollar does not decline to an extent
sufficient to cover an investor's cost of the Warrant (i.e., the purchase price
plus transaction costs, if any) before the Warrant expires, the investor will
lose all or a part of his investment in the Warrant upon expiration. Beneficial
owners will thus bear the foreign exchange risks of the U.S. dollar in terms of
the Deutsche Mark and the Japanese Yen.
The American Stock Exchange recommends that Warrants be sold only to
investors with options approved accounts and that its members and member
organizations and registered employees thereof make certain suitability
determinations before recommending transactions in Warrants. It is suggested
that investors considering purchasing Warrants be experienced with respect to
options and option transactions and understand the risks of foreign currency
transactions and reach an investment decision only after carefully considering
the suitability of the Warrants in light of their particular circumstances.
Warrants are not suitable for persons solely dependent upon a fixed income, for
individual retirement plan accounts or for accounts under the Uniform Gift to
Minors Act. Investors should be prepared to sustain a total loss of the purchase
price of their Warrants.
Currency Exchange Markets. The value of any currency, including the Deutsche
Mark, the Japanese Yen, and the U.S. dollar, may be affected by complex
political and economic factors. The spot exchange rates of the Deutsche Mark and
the Japanese Yen in terms of the U.S. dollar are at any moment a result of the
supply and demand for the three currencies, and changes in the relative exchange
rates result over time from the interaction of many factors directly or
indirectly affecting economic and political conditions in the Federal Republic
of Germany, Japan and the United States, including economic and political
developments in other countries. Of particular importance are the relative rates
of inflation, interest rate levels, the balance of payments and the extent of
governmental surpluses or deficits in the Federal Republic of Germany, in Japan
and in the United States, all of which are in turn sensitive to the monetary,
fiscal and trade policies pursued by the governments of the Federal Republic of
Germany, Japan, the United States and other countries important to international
trade and finance.
Foreign exchange rates can either be fixed by sovereign governments or
float. Exchange rates of most economically developed nations, including the
Federal Republic of Germany and Japan, are permitted to fluctuate in value
relative to the U.S. dollar. Governments, however, sometimes do not allow their
currencies to float freely in response to economic forces. Sovereign governments
in fact use a variety of techniques, such as intervention by a country's central
bank or imposition of regulatory controls or taxes, to affect the exchange rates
of their currencies. Governments may also issue a new currency to replace an
existing currency or alter the exchange rate or relative exchange
characteristics by devaluation or revaluation of a currency. Thus, a special
risk in purchasing the Warrants is that their liquidity, trading value and Cash
Settlement Value could be affected by governmental actions which could change or
interfere with theretofore freely determined currency valuation, fluctuations in
response to other market forces and the movement of currencies across borders.
There will be no adjustment or change in the terms of the Warrants in the event
that exchange rates should become fixed, or in the event of any devaluation or
revaluation or imposition of exchange or other regulatory controls or taxes, or
in the event of other developments affecting the Deutsche Mark, the Japanese
Yen, the U.S. dollar or any other currency. In contrast, the OCC has reserved
the authority to adjust the terms of its standardized options for certain
governmental actions and to impose special exercise settlement procedures.
The interbank market in foreign currencies is a global, around-the-clock
market. Therefore, the hours of trading for the Warrants will not conform to the
hours during which the Deutsche Mark, the Japanese Yen and U.S. dollar are
traded. To the extent that the American Stock Exchange is closed while the
markets for the Deutsche Mark and the Japanese Yen remain open, significant
price and rate movements may take place in the underlying foreign exchange
markets that will not be reflected immediately in the price of a Warrant on such
exchange. The possibility of such movements should be taken into account in
relating closing prices on the American Stock Exchange for the Warrants to those
in the underlying foreign exchange markets.
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There is no systematic reporting of last-sale information for foreign
currencies. Reasonably current bid and offer information is available in certain
brokers' offices, in bank foreign currency trading offices, and to others who
wish to subscribe for this information, but such information will not
necessarily reflect the DEM Noon Buying Rate or the JPY Noon Buying Rate (each
as defined below) used to calculate the DEM Spot Rate and the JPY Spot Rate.
There is no regulatory requirement that those quotations be firm or revised on a
timely basis. The absence of last-sale information and the limited availability
of quotations to individual investors may make it difficult for many investors
to obtain timely, accurate data about the state of the underlying foreign
exchange markets.
DESCRIPTION OF THE WARRANTS
General
An aggregate of 1,250,000 Warrants were issued. The Warrants were issued
under a Warrant Agreement (the "Warrant Agreement"), dated as of May 23, 1995,
between the Company and Citibank, N.A., as Warrant Agent (the "Warrant Agent").
The following statements with respect to the Warrants are summaries of the
detailed provisions of the Warrant Agreement, the form of which is filed as an
exhibit to the Registration Statement relating to the Warrants. Wherever
particular provisions of the Warrant Agreement or terms defined therein are
referred to, such provisions or definitions are incorporated by reference as a
part of the statements made, and the statements are qualified in their entirety
by such reference.
A Warrant will not require, or entitle, a beneficial owner to sell or
purchase Deutsche Marks or Japanese Yen to or from the Company. The Company will
make only a U.S. dollar cash settlement, if any, upon automatic exercise of the
Warrants.
The Warrants will expire on May 15, 1997 (the "Expiration Date") or on such
earlier date as described under "Exercise of Warrants" and "Automatic Exercise
Prior to the Expiration Date". The Warrants will be automatically exercised on
the Exercise Date, as set forth under "Exercise of Warrants", and are not
exercisable at the option of the Holder. The term "New York Business Day", as
used herein, means any day other than a Saturday or a Sunday or a day on which
commercial banks in The City of New York are required or authorized by law or
executive order to be closed.
The Warrants are unsecured contractual obligations of the Company and rank
on a parity with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt. However, since the Company is a
holding company, the right of the Company, and hence the right of creditors of
the Company (including beneficial owners of the Warrants), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Exercise of Warrants
The Warrants are not exercisable at the option of the Holder. The Warrants
will be automatically exercised on the fifth New York Business Day immediately
preceding the Expiration Date or, if an Early Expiration Date (as defined
herein) occurs, the New York Business Day immediately preceding the Early
Expiration Date (the "Exercise Date").
The Warrant Agent will obtain the Cash Settlement Value on the Exercise Date
from the Calculation Agent and will pay the Cash Settlement Value of the
Warrants to the Securities Depository by check on the Expiration Date and, if
May 15, 1997 is not a New York Business Day, on the next succeeding New York
Business Day. If an Early Expiration Date occurs, as described below under
"Automatic Exercise Prior to the Expiration Date", the Warrant Agent will pay
the Cash Settlement Value of the Warrants to the Securities Depository by check
on the fifth New York Business Day following the Early Expiration Date. See
"Description of the Warrants--Book-Entry Procedures and Settlement".
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Cash Settlement Value
The Cash Settlement Value of a Warrant will be determined on the Exercise
Date as the amount in U.S. dollars, if positive, which is the greater of:
(i) the amount computed by subtracting from U.S. $50 an amount equal to
U.S. $50 times a fraction, the numerator of which is DEM 1.4440 per U.S.
$1.00, and the denominator of which is the DEM Spot Rate on such Exercise
Date. The "DEM Spot Rate" on the Exercise Date will be determined by Merrill
Lynch International Bank, an affiliate of the Company, or successor thereto
(the "Calculation Agent") and will equal (a) the noon buying rate per U.S.
$1.00 in The City of New York on the Exercise Date for cable transfers in
Deutsche Marks as certified for customs purposes by the Federal Reserve Bank
of New York (the "DEM Noon Buying Rate") as reported on page 1FEE of The
Reuter Monitor Money Rates Service (or such page as may replace that page),
or (b) if the DEM Noon Buying Rate does not appear on such page by 1:00 p.m.
on the Exercise Date, the DEM Noon Buying Rate on the Exercise Date as
otherwise announced by the Federal Reserve Bank of New York, or (c) if the
Federal Reserve Bank of New York has not quoted such rate by 1:30 p.m. on
the Exercise Date, the offered spot rate of Deutsche Marks per U.S. $1.00 on
such date for a transaction amount approximately equivalent to U.S. $50
times the aggregate number of Warrants issued, quoted at approximately 1:30
p.m., New York City time, by a leading bank in the foreign exchange markets
as may be selected by the Calculation Agent; and
(ii) the amount computed by subtracting from U.S. $50 an amount equal to
U.S. $50 times a fraction, the numerator of which is JPY 86.50 per U.S.
$1.00, and the denominator of which is the JPY Spot Rate on such Exercise
Date. The "JPY Spot Rate" on the Exercise Date will be determined by the
Calculation Agent and will equal (a) the noon buying rate per U.S. $1.00 in
The City of New York on the Exercise Date for cable transfers in Japanese
Yen as certified for customs purposes by the Federal Reserve Bank of New
York (the "JPY Noon Buying Rate") as reported on page 1FEE of The Reuter
Monitor Money Rates Service (or such page as may replace that page), or (b)
if the JPY Noon Buying Rate does not appear on such page by 1:00 p.m. on the
Exercise Date, the JPY Noon Buying Rate on the Exercise Date as otherwise
announced by the Federal Reserve Bank of New York, or (c) if the Federal
Reserve Bank of New York has not quoted such rate by 1:30 p.m. on the
Exercise Date, the offered spot rate of Japanese Yen per U.S. $1.00 on such
date for a transaction amount approximately equivalent to U.S. $50 times the
aggregate number of Warrants issued, quoted at approximately 1:30 p.m., New
York City time, by a leading bank in the foreign exchange markets as may be
selected by the Calculation Agent.
The Cash Settlement Value will be rounded, if necessary, to the nearest cent
(with one-half cent being rounded upwards).
Book-Entry Procedures and Settlement
The Warrants are represented by one registered global Warrant (the "Global
Warrant"). The Global Warrant was deposited with, or on behalf of, The
Depository Trust Company, as Securities Depository (the "Securities
Depository"), and registered in the name of the Securities Depository or a
nominee thereof. Unless and until it is exchanged in whole or in part for
Warrants in definitive form in the limited circumstances described below, the
Global Warrant may not be transferred except as a whole by the Securities
Depository to a nominee of such Securities Depository or by a nominee of such
Securities Depository to such Securities Depository or another nominee of such
Securities Depository or by such Securities Depository or any such nominee to a
successor of such Securities Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provision of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Securities Depository's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own the Securities Depository. Access to the Securities
Depository book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through
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or maintain a custodial relationship with a participant, either directly or
indirectly. Persons who are not participants may beneficially own securities
held by the Securities Depository only through participants.
Ownership of beneficial interests in the Warrants will be limited to
entities which have accounts with the Securities Depository ("Agent Members") or
persons that may hold interests through Agent Members. The Securities Depository
has advised the Company that upon the issuance of the Global Warrant
representing the Warrants, the Securities Depository will credit, on its
book-entry registration and transfer system, the Agent Members' accounts with
the respective aggregate amounts of the Warrants represented by the Global
Warrant. Ownership of beneficial interests in the Global Warrant will be shown
on, and the transfer of such ownership interests will be effected only through,
records maintained by the Securities Depository (with respect to interests of
Agent Members) and on the records of Agent Members (with respect to interests of
persons held through Agent Members). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in the Global Warrant.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Warrant, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Warrants
represented by the Global Warrant for all purposes under the Warrant Agreement.
Except as provided below, owners of beneficial interests in the Global Warrant
will not be entitled to have the Warrants represented by the Global Warrant
registered in their names, will not receive or be entitled to receive physical
delivery of the Warrants in definitive form and will not be considered the
owners or Holders thereof under the Warrant Agreement. Accordingly, each person
owning a beneficial interest in the Global Warrant must rely on the procedures
of the Securities Depository and, if such person is not an Agent Member, on the
procedures of the Agent Member through which such person owns its interest, to
exercise any rights of a Holder under the Warrant Agreement. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Warrant desires to give or take any action which a Holder is
entitled to give or take under the Warrant Agreement, the Securities Depository
would authorize the Agent Members holding the relevant beneficial interests to
give or take such action, and such Agent Members would authorize beneficial
owners owning through such Agent Members to give or take such action or would
otherwise act upon the instructions of beneficial owners through them.
The Cash Settlement Value resulting from the exercise of Warrants registered
in the name of the Securities Depository or its nominee will be paid by the
Warrant Agent to the Securities Depository. None of the Company, the Warrant
Agent or any other agent of the Company or agent of the Warrant Agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests or for supervising or
reviewing any records relating to such beneficial ownership interests. The
Company expects that the Securities Depository, upon receipt of payment of the
Cash Settlement Value in respect of the Global Warrant, will credit the accounts
of the Agent Members with payment in amounts proportionate to their respective
beneficial interests in the Global Warrant, as shown on the records of the
Securities Depository. The Company also expects that payments by Agent Members
to owners of beneficial interests in the Global Warrant will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such Agent Members. It is
suggested that purchasers of Warrants with accounts at more than one brokerage
firm effect transactions in the Warrants, only through the brokerage firm or
firms which hold that purchaser's Warrants.
If the Securities Depository is at any time unwilling or unable to continue
as depository and a successor Securities Depository is not appointed by the
Company within 90 days or if the Company is subject to certain events in
bankruptcy, insolvency or reorganization, the Company will issue Warrants in
definitive form in exchange for the Global Warrant. In addition, the Company may
at any time determine not to have the Warrants represented by the Global Warrant
and, in such event, will issue Warrants in definitive form in exchange for the
Global Warrant. In any such instance, an owner of a beneficial interest in the
Global Warrant will be entitled to have a number of Warrants equivalent to such
beneficial interest registered in its name and will be entitled to physical
delivery of such Warrants in definitive form.
9
<PAGE>
Listing of the Warrants
The Warrants have been listed on the American Stock Exchange under the
symbol "DMY.WS". The American Stock Exchange expects to cease trading the
Warrants on such Exchange as of the close of business on the Expiration Date.
Automatic Exercise Prior to the Expiration Date
In the event that the Warrants are delisted from, or permanently suspended
from trading on, the American Stock Exchange and the Warrants are not
simultaneously accepted for trading pursuant to the rules of another national
securities exchange, the Warrants will expire on the date such delisting or
trading suspension becomes effective (an "Early Expiration Date") and the
Warrants will be automatically exercised on the New York Business Day
immediately preceding such Early Expiration Date, and the Cash Settlement Value,
if any (determined as provided under "Exercise of Warrants"), of such
automatically exercised Warrants will be paid on the fifth New York Business Day
following such Early Expiration Date. Settlement shall otherwise occur as
described under "Book-Entry Procedures and Settlement". The Company will notify
Holders as soon as practicable of such delisting or trading suspension. The
Company has agreed in the Warrant Agreement that it will not seek delisting of
the Warrants or suspension of their trading on the American Stock Exchange.
The Warrants may also expire on the date of occurrence of certain events in
bankruptcy, insolvency or reorganization involving the Company (any such date
also being an "Early Expiration Date") and the Warrants will be automatically
exercised as of the New York Business Day immediately preceding such Early
Expiration Date. The Cash Settlement Value, if any (determined as provided under
"Cash Settlement Value"), of such automatically exercised Warrants will be due
and payable on the fifth New York Business Day following such Early Expiration
Date. Settlement will otherwise occur as described under "Book-Entry Procedures
and Settlement".
Modification
The Warrant Agreement and the terms of the Warrants may be amended by the
Company and the Warrant Agent, without the consent of the beneficial owners of
any Warrants, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective or inconsistent provision contained therein, or
in any other manner which the Company may deem necessary or desirable and which
will not materially and adversely affect the interests of the beneficial owners
of the Warrants.
The Company and the Warrant Agent also may modify or amend the Warrant
Agreement and the terms of the Warrants, with the consent of the beneficial
owners of not less than a majority in number of the then outstanding Warrants
affected, provided that no such modification or amendment that changes the DEM
Spot Rate or the JPY Spot Rate so as to adversely affect the beneficial owner,
changes the Expiration Date or otherwise materially and adversely affects the
exercise rights of the beneficial owners of the Warrants or reduces the
percentage of the number of outstanding Warrants, the consent of whose
beneficial owners is required for modification or amendment of a Warrant
Agreement or the terms of Warrants may be made without the consent of the
beneficial owners of Warrants affected thereby.
Merger and Consolidation
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume payment
of the Cash Settlement Value with respect to all unexercised Warrants, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of the Warrant Agreement and of the Global Warrant
to be performed by the Company.
10
<PAGE>
EXCHANGE RATES AND CASH SETTLEMENT VALUES
As discussed under "Description of the Warrants", the spot exchange rate of
the Deutsche Mark or the Japanese Yen in terms of the U.S. dollar on the
Exercise Date will determine the Cash Settlement Value of a Warrant.
Depreciation of the Deutsche Mark or the Japanese Yen in terms of the U.S.
dollar (i.e., appreciation of the U.S. dollar in terms of the Deutsche Mark or
the Japanese Yen) will result in a greater Cash Settlement Value. Conversely,
appreciation of the Deutsche Mark and the Japanese Yen in terms of the U.S.
dollar (i.e., depreciation of the U.S. dollar in terms of the Deutsche Mark and
the Japanese Yen) will result in a lesser or zero Cash Settlement Value of a
Warrant.
Set forth below is an illustration of the Cash Settlement Values of Warrants
at exercise based on various hypothetical DEM Spot Rates and JPY Spot Rates. The
actual Cash Settlement Value of a Warrant will depend entirely on the actual DEM
Spot Rate and the actual JPY Spot Rate on the Exercise Date. The illustrative
Cash Settlement Values in the table do not reflect any "time value" for a
Warrant, which may be reflected in trading value, and are not necessarily
indicative of potential profit or loss, which are also affected by purchase
price and transaction costs.
<TABLE>
<CAPTION>
DEM Rates JPY Rates
Hypothetical Cash Settlement Hypothetical Cash Settlement Cash Settlement
DEM Spot Rates Value Based Upon JPY Spot Rates Value Based Upon Value of a
(DEM/U.S. $1) DEM Spot Rates (JPY/U.S. $1) JPY Spot Rates Warrant
- -------------- ---------------- -------------- ---------------- ---------------
<S> <C> <C> <C> <C>
1.6660...............$6.51...............99.00...............$6.31.............$6.51
1.5880............... 4.53...............96.00............... 4.95............. 4.95
1.5160............... 2.37...............99.00............... 1.94............. 2.37
1.440(1) or below.....0.00...............86.50(1) or below... 0.00............. 0.00
</TABLE>
- ----------
(1) Strike Prices.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
11
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
S&P 500 Market Index Target-Term Securities(sm) due August 29, 1997
("MITTS(R)")
On July 30, 1992, Merrill Lynch & Co., Inc. (the "Company") issued
$77,500,000 aggregate principal amount (7,750,000 Units) of the Securities. Each
$10 principal amount of S&P 500 Market Index Target-Term Securities due August
29, 1997 (the "Securities" or "MITTS") will be deemed a "Unit" for purposes of
trading and transfer at the Securities Depository described below. Units will be
transferable by the Securities Depository, as more fully described below, in
denominations of whole Units.
The Securities bear no periodic payments of interest and will mature on
August 29, 1997. At maturity, a Holder of a Security will be entitled to
receive, with respect to each Security, the principal amount thereof, plus a
contingent interest payment (the "Supplemental Redemption Amount"), if any, if
the Final Value (as defined herein) of the S&P 500 Composite Stock Price Index
(the "S&P 500 Index") exceeds 412.08 (the "Initial Value"). If the Final Value
does not exceed the Initial Value, a Holder of a Security will be repaid the
principal amount of the Security, but the Holder will not receive any
Supplemental Redemption Amount. The Securities were issued as a series of Senior
Debt Securities under the Senior Indenture described herein. The Securities are
not redeemable prior to maturity.
The Supplemental Redemption Amount, if any, payable with respect to a
Security at maturity will equal the product of (A) the principal amount of the
applicable Security, and (B) the quotient of the Final Value less the Initial
Value, divided by the Initial Value, and (C) 115%. The calculation of the Final
Value, as more fully described herein, will be based upon certain values of the
S&P 500 Index during the ten Business Days prior to the maturity date of the
Securities.
For information as to the calculation of the Supplemental Redemption Amount,
if any, which will be paid at maturity, the calculation and the composition of
the S&P 500 Index, see "Description of Securities" and "The Standard & Poor's
500 Index" in this Prospectus. For other information that should be considered
by prospective investors, see "Risk Factors" beginning on page 4 of this
Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Securities Depository. Beneficial owners of the Securities will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
symbol "MIT".
While at maturity a beneficial owner of a Security may receive an amount in
excess of the principal amount of such Security if the Final Value exceeds the
Initial Value, there will be no payment of interest, periodic or otherwise,
prior to maturity. (See "Description of the Securities--Payment at Maturity" in
this Prospectus.)
The Securities are not subject to redemption by the Company or at the option
of any Holder prior to maturity. Upon the occurrence of an Event of Default with
respect to the Securities, Holders of the Securities may accelerate the maturity
of the Securities, as described under "Description of Securities--Events of
Default and Acceleration".
The Securities were issued in denominations of whole Units.
At maturity, a Holder of a Security will be entitled to receive the
principal amount thereof ($10 per Unit) plus a Supplemental Redemption Amount,
if any, all as provided below. If the Final Value of the S&P 500 Index does not
exceed the Initial Value, a Holder of a Security will be repaid the principal
amount of the Security at maturity, but will not be entitled to receive any
contingent interest (i.e., Supplemental Redemption Amount).
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ___________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE
AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ...................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs,
3
<PAGE>
amortization of debt expense, preferred stock dividend requirements of
majority-owned subsidiaries, and that portion of rentals estimated to be
representative of the interest factor.
RISK FACTORS
Payment at Maturity
If the Final Value is equal to or less than the Initial Value, the Holders
of the Securities will be entitled to receive $10 in respect of each $10
principal amount of Securities, and no Supplemental Redemption Amount. This will
be true even though the value of the S&P 500 Index as of some interim period or
periods prior to the maturity date of the Securities may have exceeded the
Initial Value because the Supplemental Redemption Amount on the Securities is
calculated on the basis of the Final Value only.
The $10 minimum to be received by Holders at maturity in respect of each $10
principal amount of a Security does not reflect any opportunity cost implied by
inflation and other factors relating to the time value of money.
The S&P 500 Index does not reflect the payment of dividends on the stocks
underlying it and therefore the yield based on the S&P 500 Index to the maturity
of the Securities will not produce the same yield as if such underlying stocks
were purchased and held for a similar period.
Trading
The Securities have been listed on the New York Stock Exchange under the
symbol "MIT".
The trading value of the Securities is expected to depend primarily on the
extent of the appreciation, if any, of the S&P 500 Index over the Initial Value.
If, however, Securities are sold prior to the maturity date at a time when the
S&P 500 Index exceeds the Initial Value, the sale price may be at a discount
from the amount expected to be payable to the Holder if such excess of the S&P
500 Index over the Initial Value were to prevail until maturity of the
Securities because of the possible fluctuation of the S&P 500 Index between the
time of such sale and the maturity date. (See "The Standard & Poor's 500 Index")
Furthermore, the price at which a Holder will be able to sell Securities prior
to maturity may be at a discount, which could be substantial, from the principal
amount thereof, if, at such time, the S&P 500 Index is below, equal to or not
sufficiently above the Initial Value. A discount could also result from rising
interest rates.
The trading values of the Securities may be affected by a number of
interrelated factors, including the creditworthiness of the Company and those
factors listed below. The relationship among these factors is complex, including
how these factors affect the relative value of the principal amount of the
Securities to be repaid at maturity and the value of the Supplemental Redemption
Amount. Accordingly, investors should be aware that factors other than the level
of the S&P 500 Index are likely to affect their trading value. The expected
theoretical effect on the trading value of the Securities of each of the factors
listed below, assuming in each case that all other factors are held constant, is
as follows:
Interest Rates. In general, if U.S. interest rates increase, the value
of the Securities is expected to decrease. If U.S. interest rates decrease,
the value of the Securities is expected to increase. Interest rates may also
affect the U.S. economy, and, in turn, the value of the S&P 500 Index.
Rising interest rates may lower the value of the S&P 500 Index and, thus,
the Securities. Falling interest rates may increase the value of the S&P 500
Index and, thus, may increase the value of the Securities.
4
<PAGE>
Volatility of the S&P 500 Index. If the volatility of the S&P 500 Index
increases, the trading value of the Securities is expected to increase. If
the volatility of the S&P 500 Index decreases, the trading value of the
Securities is expected to decrease.
Time Remaining to Maturity. The Securities may trade at a value above
that which may be inferred from the level of interest rates and the S&P 500
Index. This difference will reflect a "time premium" due to expectations
concerning the value of the S&P 500 Index during the period prior to
maturity of the Securities. As the time remaining to maturity of the
Securities decreases, however, this time premium is expected to decrease,
thus decreasing the trading value of the Securities.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the S&P 500 Index increase, the value of the Securities is
expected to decrease. Conversely, if dividend rates on the stocks comprising
the S&P 500 Index decrease, the value of the Securities is expected to
increase. However, in general, rising U.S. corporate dividend rates may
increase the S&P 500 Index and, in turn, increase the value of the
Securities. Conversely, falling U.S. dividend rates may decrease the S&P 500
Index and, in turn, decrease the value of the Securities.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in the light of their particular
circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, which is
more fully described in this Prospectus. The Securities will mature on August
29, 1997.
While at maturity a beneficial owner of a Security may receive an amount in
excess of the principal amount of such Security if the Final Value exceeds the
Initial Value, there will be no payment of interest, periodic or otherwise,
prior to maturity. (See "Payment at Maturity", below.)
The Securities are not subject to redemption by the Company or at the option
of any Holder prior to maturity. Upon the occurrence of an Event of Default with
respect to the Securities, Holders of the Securities may accelerate the maturity
of the Securities, as described under "Description of Securities--Events of
Default and Acceleration" and "Other Terms--Events of Default" in this
Prospectus.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a Holder of a Security will be entitled to receive the
principal amount thereof ($10 per Unit) plus a Supplemental Redemption Amount,
if any, all as provided below. If the Final Value of the S&P 500 Index does not
exceed the Initial Value, a Holder of a Security will be repaid the principal
amount of the Security at maturity, but will not be entitled to receive any
contingent interest (i.e., Supplemental Redemption Amount).
5
<PAGE>
At maturity, a Holder of a Security will be entitled to receive, with
respect to each such Security, (i) the principal amount thereof, and (ii) the
Supplemental Redemption Amount, if any, equal in amount to:
Principal X [(Final Value - Initial Value)
------------------------------
Initial Value] X 115%
provided, however, that the Supplemental Redemption Amount will not be less than
zero. The Initial Value of the S&P 500 Index is 412.08. If the Final Value does
not exceed the Initial Value, the Supplemental Redemption Amount will equal zero
and a Holder of a Security will receive only the principal amount thereof ($10
for each $10 price to public).
The Final Value of the S&P 500 Index will be determined by State Street Bank
and Trust Company (the "Calculation Agent") and will equal the average (mean) of
the closing values of the S&P 500 Index as calculated by S&P on the tenth
Business Day (as defined below) prior to the maturity date (provided that a
Market Disruption Event, as defined below, shall not have occurred on such day)
and on each succeeding Business Day (provided that a Market Disruption Event
shall not have occurred on the applicable day) up to and including the fourth
Business Day prior to the maturity date (each, a "Calculation Day") until the
Calculation Agent has so determined such closing values for five Business Days.
If a Market Disruption Event occurs on one or more of the Business Days during
the period specified above, the Final Value will equal the average of the values
on Business Days on which a Market Disruption Event did not occur or, if there
is only one such Business Day, the value on such day. If Market Disruption
Events occur on all of such Business Days during such period, the Final Value
shall equal the closing value of the S&P 500 Index on the fourth Business Day
prior to the maturity date regardless of whether a Market Disruption Event shall
have occurred on such day. For purposes of determining the Final Value, a
"Business Day" is a day on which The New York Stock Exchange is open for
trading. All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, in the absence of manifest error, shall
be conclusive for all purposes and binding on the Company and Holders of the
Securities.
If S&P discontinues publication of the S&P 500 Index and S&P or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the S&P 500 Index (any
such index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by S&P or such other entity for the S&P 500 Index and calculate the Final Value
as described in the preceding paragraph. Upon any selection by the Calculation
Agent of a Successor Index, the Company shall cause notice thereof to be
published in The Wall Street Journal (or another newspaper of general
circulation) within three Business Days of such selection.
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is not selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the S&P 500 Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount, if any, at
maturity will be calculated as described below under "Discontinuance of the S&P
500 Index".
If a Successor Index is selected or the Calculation Agent calculates a value
as a substitute for the S&P 500 Index as described below, such Successor Index
or value shall be substituted for the S&P 500 Index for all purposes, including
for purposes of determining whether a Market Disruption Event exists.
If at any time the method of calculating the S&P 500 Index, or the value
thereof, is changed in a material respect, or if the S&P 500 Index is in any
other way modified so that such Index does not, in the opinion of the
Calculation Agent, fairly represent the value of the S&P 500 Index had such
changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
date that the closing value with respect to the Final Value is to be calculated,
make such adjustments as, in the good faith judgment of the Calculation Agent,
may be necessary in order to arrive at a calculation of a
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value of a stock index comparable to the S&P 500 Index as if such changes or
modifications had not been made, and calculate such closing value with reference
to the S&P 500 Index, as adjusted. Accordingly, if the method of calculating the
S&P 500 Index is modified so that the value of such Index is a fraction or a
multiple of what it would have been if it had not been modified (e.g., due to a
split in the Index), then the Calculation Agent shall adjust such Index in order
to arrive at a value of the S&P 500 Index as if it had not been modified (e.g.,
as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New
York Stock Exchange Rule 80A (or any applicable rule or regulation enacted
or promulgated by the New York Stock Exchange, any other self-regulatory
organization or the Commission of similar scope as determined by the
Calculation Agent) on trading during significant market fluctuations shall
be considered "material" for purposes of this definition), in each case, for
more than two hours of trading in 100 or more of the securities included in
the S&P 500 Index, or
(ii) the suspension or material limitation, in each case, for more than
two hours of trading (whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise) in (A)
futures contracts related to the S&P 500 Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the S&P 500
Index which are traded on the Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
The following table illustrates, for a range of hypothetical Final Values,
the percentage change in the S&P 500 Index from the date of issuance of the
Securities offered hereby until maturity and the Supplemental Redemption Amount
at maturity for each $10 principal amount of Securities.
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Supplemental
Redemption Amount
Hypothetical Final Percentage Change per $10 Principal
Value of the S&P in the S&P 500 Amount of
500 Index Index Securities
- --------------------------------------------------------------------------------
206.04 -50% $ 0.00
247.25 -40% 0.00
288.46 -30% 0.00
329.66 -20% 0.00
370.87 -10% 0.00
412.08(1) 0% 0.00
453.29 10% 1.15
494.50 20% 2.30
534.70 30% 3.45
576.91 40% 4.60
618.12 50% 5.75
659.33 60% 6.90
700.54 70% 8.05
741.74 80% 9.20
782.95 90% 10.35
824.16 100% 11.50
(1) Initial Value.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors will depend entirely on the
actual Final Value determined by the Calculation Agent as provided herein.
The Senior Indenture provides that the Senior Indenture and the Securities
will be governed by and construed in accordance with the laws of New York. Under
present New York law, the maximum rate of interest is 25% per annum on a simple
interest basis. This limit may not apply to Securities in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or Federal court sitting outside of New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company has covenanted for the benefit of the
Holders of the Securities, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Securities.
Discontinuance of the S&P 500 Index and Successor Index
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is available, then the amount payable at maturity or upon earlier acceleration
will be determined by reference to the Successor Index, as provided above.
If the publication of the S&P 500 Index is discontinued and S&P or another
entity does not publish a Successor Index on any of the Calculation Days, the
value to be substituted for the S&P 500 Index for any such Calculation Day used
to calculate the Supplemental Redemption Amount, if any, at maturity will be the
value computed by the Calculation Agent for each such Calculation Day in
accordance with the following procedures:
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(1) identifying the component stocks of the S&P 500 Index or any
Successor Index as of the last date on which either of such indices was
calculated by S&P or another entity and published by S&P or such other
entity (each such component stock is a "Last Component Stock");
(2) for each Last Component Stock, calculating as of each such Business
Day the product of the market price per share and the number of the then
outstanding shares (such product referred to as the "Market Value" of such
stock), by reference to (a) the closing market price per share of such Last
Component Stock as quoted by the New York Stock Exchange or the American
Stock Exchange or any other registered national securities exchange that is
the primary market for such Last Component Stock, or if no such quotation is
available, then the closing market price as quoted by any other registered
national securities exchange or the National Association of Securities
Dealers Automated Quotation National Market System ("NASDAQ"), or if no such
price is quoted, then the market price from the best available source as
determined by the Calculation Agent (collectively, the "Exchanges") and (b)
the most recent publicly available statement of the number of outstanding
shares of such Last Component Stock;
(3) aggregating the Market Values obtained in clause (2) for all Last
Component Stocks;
(4) ascertaining the Base Value (as defined below under "The Standard &
Poor's 500 Index--Computation of the Index") in effect as of the last day on
which either the S&P 500 Index or any Successor Index was published by S&P
or another entity, adjusted as described below;
(5) dividing the aggregate Market Value of all Last Component Stocks by
the Base Value (adjusted as aforesaid);
(6) multiplying the resulting quotient (expressed in decimals) by ten.
If any Last Component Stock is no longer publicly traded on any registered
national securities exchange or in the over-the-counter market, the last
available market price per share for such Last Component Stock as quoted by any
registered national securities exchange or in the over-the-counter market, and
the number of outstanding shares thereof at such time, will be used in computing
the last available Market Value of such Last Component Stock. Such Market Value
will be used in all computations of the S&P 500 Index thereafter.
If a company that has issued a Last Component Stock and another company that
has issued a Last Component Stock are consolidated to form a new company, the
common stock of such new company will be considered a Last Component Stock and
the common stocks of the constituent companies will no longer be considered Last
Component Stocks. If any company that has issued a Last Component Stock merges
with, or acquires, a company that has not issued a Last Component Stock, the
common stock of the surviving corporation will, upon the effectiveness of such
merger or acquisition, be considered a Last Component Stock. In each such case,
the Base Value will be adjusted so that the Base Value immediately after such
consolidation, merger or acquisition will equal (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value of all Last Component Stocks immediately after such event, divided by the
aggregate Market Value for all Last Component Stocks immediately prior to such
event.
If a company that has issued a Last Component Stock issues a stock dividend,
declares a stock split or issues new shares pursuant to the acquisition of
another company, then, in each case, the Base Value will be adjusted (in
accordance with the formula described below) so that the Base Value immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the effectiveness of the stock split or the time new shares of such
Last Component Stock commence trading equals (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value for all Last Component Stocks immediately after such event, divided by the
aggregate Market Value of all Last Component Stocks immediately prior to such
event. The Base Value used by the Calculation Agent to calculate the value
described above will not necessarily be adjusted in all cases in which
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<PAGE>
S&P, in its discretion, might adjust the Base Value (as described below under
"The Standard & Poor's 500 Index--Computation of the S&P 500 Index").
If S&P discontinues publication of the S&P 500 Index prior to the period
during which the Supplemental Redemption Amount is to be determined and the
Calculation Agent determines that no Successor Index is available at such time,
then on each Business Day until the earlier to occur of (i) the determination of
the Final Value and (ii) a determination by the Calculation Agent that a
Successor Index is available, the Calculation Agent shall determine the value
that would be used in computing the Supplemental Redemption Amount by reference
to the method set forth in clauses (1) through (6) above as if such day were a
Calculation Day. The Calculation Agent will cause notice of each such value to
be published not less often than once each month in the Wall Street Journal (or
another newspaper of general circulation), and arrange for information with
respect to such values to be made available by telephone. Notwithstanding these
alternative arrangements, discontinuance of the publication of the S&P 500 Index
may adversely affect trading in the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a Holder of a Security upon
any acceleration permitted by the Securities, with respect to each $10 principal
amount thereof, will be equal to: (i) the initial issue price ($10), plus (ii)
an additional amount, if any, of contingent interest calculated as though the
date of early repayment were the maturity date of the Securities. See
"Description of Securities--Payment at Maturity" in this Prospectus. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
Holder of a Security may be limited, under Section 502(b)(2) of Title 11 of the
United States Code, to the principal amount of the Security plus an additional
amount, if any, of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
Holders thereof, at the rate of 7% per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the Securities to the date payment of
such amount has been made or duly provided for.
Securities Depository
Upon issuance, all Securities will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company,
as Securities Depository (the "Securities Depository"), registered in the name
of the Securities Depository or a nominee thereof. Unless and until it is
exchanged in whole or in part for Securities in definitive form, no Global
Security may be transferred except as a whole by the Securities Depository to a
nominee of such Securities Depository or by a nominee of such Securities
Depository to such Securities Depository or another nominee of such Securities
Depository or by such Securities Depository or any such nominee to a successor
of such Securities Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
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<PAGE>
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Securities
Depository book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in a Global Security will not be
entitled to have the Securities represented by such Global Securities registered
in their names, will not receive or be entitled to receive physical delivery of
the Securities in definitive form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of beneficial owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of the Securities Depository or
its nominee will be made to the Securities Depository or its nominee, as the
case may be, as the Holder of the Global Securities representing such
Securities. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Securities
Depository, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of the Securities Depository. The Company also expects that
payments by Participants to Beneficial Owners will be governed by standing
customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Securities shall be exchangeable
or (z) an Event of Default
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<PAGE>
has occurred and is continuing with respect to the Securities, the Global
Securities will be exchangeable for Securities in definitive form of like tenor
and of an equal aggregate principal amount, in denominations of $10 and integral
multiples thereof. Such definitive Securities shall be registered in such name
or names as the Securities Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Securities
Depository from Participants with respect to ownership of beneficial interests
in such Global Securities.
THE STANDARD & POOR'S 500 INDEX
All disclosure contained in this Prospectus regarding the S&P 500 Index,
including, without limitation, its make-up, method of calculation and changes in
its components, is derived from publicly available information prepared by S&P
as of May 29, 1992. The Company takes no responsibility for the accuracy or
completeness of such information.
General
The S&P 500 Index is published by S&P and is intended to provide an
indication of the pattern of common stock price movement. The calculation of the
value of the S&P 500 Index (discussed below in further detail) is based on the
relative value of the aggregate Market Value (as defined above) of the common
stocks of 500 companies as of a particular time as compared to the aggregate
average Market Value of the common stocks of 500 similar companies during the
base period of the years 1941 through 1943. As of May 29, 1992, the 500
companies included in the S&P 500 Index represented approximately 76% of the
aggregate Market Value of common stocks traded on The New York Stock Exchange;
however, the 500 companies are not the 500 largest companies listed on The New
York Stock Exchange and not all 500 companies are listed on such exchange. As of
May 29, 1992, the aggregate market value of the 500 companies included in the
S&P 500 Index represented approximately 70% of the aggregate market value of
United States domestic, public companies. S&P chooses companies for inclusion in
the S&P 500 Index with the aim of achieving a distribution by broad industry
groupings that approximates the distribution of these groupings in the common
stock population of The New York Stock Exchange, which S&P uses as an assumed
model for the composition of the total market. Relevant criteria employed by S&P
include the viability of the particular company, the extent to which that
company represents the industry group to which it is assigned, the extent to
which the market price of that company's common stock is generally responsive to
changes in the affairs of the respective industry and the Market Value and
trading activity of the common stock of that company.
Computation of the S&P 500 Index
S&P currently computes the S&P 500 Index as of a particular time as follows:
(1) the Market Value of each component stock is determined as of such time;
(2) the Market Value of all component stocks as of such time (as determined
under clause (1) above) are aggregated;
(3) the mean average of the Market Values as of each week in the base period
of the years 1941 through 1943 of the common stock of each company in a
group of 500 substantially similar companies is determined;
(4) the mean average Market Values of all such common stocks over such base
period (as determined under clause (3) above) are aggregated (such
aggregate amount being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such time (as
determined under clause (2) above) is divided by the Base Value; and
(6) the resulting quotient (expressed in decimals) is multiplied by ten.
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While S&P currently employs the above methodology to calculate the S&P 500
Index, no assurance can be given that S&P will not modify or change such
methodology in a manner that may affect the Supplemental Redemption Amount, if
any, payable to Holders of Securities upon maturity or otherwise.
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase thereof by employees
pursuant to employee benefit plans, certain consolidations and acquisitions, the
granting to shareholders of rights to purchase other securities of the company,
the substitution by S&P of particular component stocks in the S&P 500 Index, and
other reasons. In all such cases, S&P first recalculates the aggregate Market
Value of all component stocks (after taking account of the new market price per
share of the particular component stock or the new number of outstanding shares
thereof or both, as the case may be) and then determines the New Base Value in
accordance with the following formula:
Old Base Value x New Market Value = New Base Value
----------------
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in
the aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the S&P 500 Index.
A potential investor should review the historical performance of the S&P 500
Index. The historical performance of the S&P 500 Index should not be taken as an
indication of future performance, and no assurance can be given that the S&P 500
Index will increase sufficiently to cause the beneficial owners of the
Securities to receive an amount in excess of the principal amount at the
maturity of the Securities.
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the
Securities, and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
"The Securities are not sponsored, endorsed, sold or promoted by S&P.
S&P makes no representation or warranty, express or implied, to the Holders
of the Securities or any member of the public regarding the advisability of
investing in securities generally or in the Securities particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to Merrill Lynch Capital Services, Inc. and the
Company (other than transactions entered into in the ordinary course of
business) is the licensing of certain service marks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Company or the Securities. S&P has no obligation to
take the needs of the Company or the Holders of the Securities into
consideration in determining, composing or calculating the S&P 500 Index.
S&P is not responsible for and has not participated in the determination of
the timing of the sale of the Securities, prices at which the Securities are
to initially be sold, or quantities of the Securities to be issued or in the
determination or calculation of the equation by which the Securities are to
be converted into cash. S&P has no obligation or liability in connection
with the administration, marketing or trading of the Securities."
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OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
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Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of
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<PAGE>
any series may be waived by the Holders of a majority in principal amount of all
Outstanding Senior Debt Securities of that series, except in a case of failure
to pay principal or premium, if any, or interest or Additional Amounts payable
on any Senior Debt Security of that series for which payment had not been
subsequently made or in respect of a covenant or provision which cannot be
modified or amended without the consent of the Holder of each Outstanding Senior
Debt Security of such series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
16
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Stock Market Annual Reset Term(SM) Notes due December 31, 1997
"SMART Notes(SM)"
On October 29, 1992, Merrill Lynch & Co., Inc. (the "Company") issued
$28,000,000 aggregate principal amount of Stock Market Annual Reset Term Notes
due December 31, 1997 (the "SMART Notes", or the "Notes"). The Notes were issued
in denominations of $1,000 and integral multiples thereof, will mature and be
repayable at 100% of the principal amount thereof on December 31, 1997. Cash
payments will be payable with respect to the Notes semiannually on June 30 and
December 31 of each year,as described below ("June Payment Dates" and "December
Payment Dates", respectively).
The Company will make interest payments on the Notes for each year at a rate
per annum equal to 70% of the percent increase,if any, in the S&P 500 Composite
Stock Price Index (the "S&P 500 Index") as determined in each year from the
Starting Annual Value to the Ending Annual Value, as further described herein.
In no event, however, will the annual payments on the Notes be less than $30 per
annum per $1,000 principal amount of Notes (3% per annum) (the "Minimum Annual
Payment") or more than $105 per annum per $1,000 principal amount of Notes
(10.5% per annum) (the "Maximum Annual Payment"). For each $1,000 principal
amount of Notes, the Company will pay $15 on each June Payment Date and will pay
the balance of the annual amount due on the Notes on the December Payment Date.
The Starting Annual Value is reset generally on the first NYSE Business Day (as
defined below) in each calendar year, and, therefore,the amount payable on the
Notes in each calendar year, subject to the Minimum and Maximum Annual Payments,
will be based on a percentage change in the S&P 500 Index occurring during that
year. The Notes are not subject to redemption by the Holders or the Company
prior to maturity.
For information as to the calculation of the amount payable in any calendar
year, the calculation of the S&P 500 Index, see "Description of Notes" and "The
Standard & Poor's 500 Index" in this Prospectus. For other information that
should be considered by prospective investors, see "Risk Factors" beginning on
page 4 of this Prospectus.
Ownership of the Notes will be maintained only in book-entry form by or
through the Securities Depository. Beneficial owners of the Notes will not have
the right to receive physical certificates evidencing their ownership except
under the limited circumstances described herein.
The Notes have been listed on the New York Stock Exchange under the symbol
"MERIQ 97".
------------------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Notes and is to be
used by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a
wholly-owned subsidiary of the Company, in connection with offers and sales
related to market-making transactions in the Notes. MLPF&S may act as principal
or agent in such transactions. The Notes may be offered on the New York Stock
Exchange, or off such exchange in negotiated transactions, or otherwise. Sales
will be made at prices related to prevailing market prices at the time of sale.
The distribution of the Notes will conform to the requirements set forth in the
applicable sections of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is _____________, 1997.
(SM)"SMART Notes" and "Stock Market Annual Reset Term" are service
marks of Merrill Lynch & Co., Inc.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE NOTES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED
THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT
DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF
INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF INSURANCE
RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Notes to which it relates
or an offer to, or a solicitation of an offer to buy from, any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
at any time does not imply that information herein is correct as of any time
subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ..................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs,
3
<PAGE>
amortization of debt expense, preferred stock dividend requirements of
majority-owned subsidiaries, and that portion of rentals estimated to be
representative of the interest factor.
RISK FACTORS
Semiannual Payments
If the Ending Annual Value applicable to a December Payment Date does not
exceed the Starting Annual Value applicable to such December Payment Date by
more than approximately 4.3%, Holders of the Notes will receive only the Minimum
Annual Payment payable with respect to the Notes, even if the value of the S&P
500 Index at some point between the determination of the applicable Starting
Annual Value and the determination of the applicable Ending Annual Value
exceeded such Starting Annual Value by more than 4.3%. The annual amounts
payable on the Notes based on the S&P 500 Index is limited to 70% of the
percentage increase in such index during any relevant period, and in no event
will such amount exceed the Maximum Annual Payment.
Holders will receive total annual payments on the Notes equal to not less
than a per annum yield of 3% (the "Minimum Annual Payment"), and will be repaid
100% of the principal amount of the Notes at maturity. The payment of additional
semiannual amounts are subject to the conditions described under "Description of
Notes--Semiannual Payments". A Holder of the Notes may receive interest payments
with respect to the Notes equal to only the Minimum Annual Payment for each
year, and such interest payments are below what the Company would pay as
interest as of the date hereof if the Company issued non-callable senior debt
securities with a similar maturity as that of the Notes. The return of principal
at maturity and the payment of the Minimum Annual Payment with respect to the
Notes are not expected to reflect the full opportunity costs implied by
inflation or other factors relating to the time value of money.
The amount payable on the Notes based on the S&P 500 Index will not produce
the same return as if the underlying stocks underlying the S&P 500 Index were
purchased and held for a similar period because of the following: (i) the annual
amount payable on the Notes is limited to 70% of the percentage increase in the
S&P 500 Index during any relevant period and the annual amount payable of the
Notes is subject to a Minimum Annual Payment and a Maximum Annual Payment, (ii)
the S&P 500 Index does not reflect the payment of dividends on the stocks
underlying it, and (iii) the amount payable on the Notes does not reflect any
changes in the S&P 500 Index for the period between the determination of an
Ending Annual Value (generally on the seventh NYSE Business Day prior to the end
of a year) and the determination of the next succeeding Starting Annual Value
(generally on the first NYSE Business Day in the following year).
Trading
The Notes are listed on the New York Stock Exchange under the symbol "MERIQ
97". It is expected that the secondary market for the Notes will be affected by
the creditworthiness of the Company and by a number of other factors. It is
possible to view the Notes as the economic equivalent of a debt obligation plus
a series of cash settlement options; however, there can be no assurance that the
Notes will not trade in the secondary market at a discount from the aggregate
value of such economic components, if such economic components were valued and
capable of being traded separately.
The trading values of the Notes may be affected by a number of interrelated
factors, including those listed below. The following is the expected effect on
the trading value of the Notes of each of the factors listed below. The
following discussion of each separate factor generally assumes that all other
factors are held constant, although the actual interrelationship between certain
of such factors is complex.
Relative Level of the S&P 500 Index. The trading value of the Notes is
expected to depend significantly on the extent of the appreciation, if any,
of the S&P 500 Index over the Annual Starting Value
4
<PAGE>
applicable to the next succeeding December Payment Date. If, however, Notes
are sold at a time when the S&P 500 Index exceeds the Annual Starting Value,
the sale price may be at a discount from the amount expected to be payable
to the Holder if such excess of the S&P 500 Index over such Annual Starting
Value were to prevail until the next December Payment Date. Furthermore, the
price at which a Holder will be able to sell Notes prior to a December
Payment Date may be at a discount, which could be substantial, from the
principal amount thereof, if, at such time, the S&P 500 Index is below,
equal to or not sufficiently above the Annual Starting Value applicable to
such December Payment Date. The value of the Notes may also be affected by
the limitation of the Maximum Annual Payment.
Volatility of the S&P 500 Index. If the volatility of the S&P 500 Index
increases, the trading value of the Notes is expected to increase. If the
volatility of the S&P 500 Index decreases, the trading value of the Notes is
expected to decrease.
Interest Rates. In general, if U.S. interest rates increase, the value
of the Notes is expected to decrease. If U.S. interest rates decrease, the
value of the Notes is generally expected to increase. Interest rates may
also affect the U.S. economy, and, in turn, the level of the S&P 500 Index.
Rising interest rates may lower the level of the S&P 500 Index and, thus,
the value of the Notes. Falling interest rates may increase the level of the
S&P 500 Index and, thus, may increase the value of the Notes.
Time Remaining to December Payment Dates. The Notes may trade at a value
above that which may be inferred from the level of interest rates and the
S&P 500 Index. This difference will reflect a "time premium" due to
expectations concerning the level of the S&P 500 Index during the period
prior to each December Payment Date. As the time remaining to each December
Payment Date decreases, however, this time premium may decrease, thus
decreasing the trading value of the Notes.
Time Remaining to Maturity. As the number of remaining December Payment
Dates decreases, the cumulative value of all the S&P Rights will decrease,
thus decreasing the value of the Notes. Furthermore, as the time to maturity
decreases, the value of the fixed payments is expected to increase, thus
increasing the value of the Notes.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the S&P 500 Index increase, the value of the S&P Rights is
expected to decrease. Consequently the value of the Notes is expected to
decrease. Conversely, if dividend rates on the stocks comprising the S&P 500
Index decrease, the value of the S&P Rights is expected to increase and,
therefore, the value of the Notes is expected to increase. However, in
general rising U.S. corporate dividend rates may increase the S&P 500 Index
and, in turn, increase the value of the Notes. Conversely, falling U.S.
dividend rates may decrease the S&P 500 Index and, in turn, decrease the
value of the Notes.
Other Considerations
It is suggested that prospective investors who consider purchasing the Notes
should reach an investment decision only after carefully considering the
suitability of the Notes in the light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Notes and should consult their tax advisors.
DESCRIPTION OF NOTES
General
5
<PAGE>
The Notes were issued as a series of Senior Debt Securities under the Senior
Indenture, dated as of April 1, 1983, as amended and restated, which is more
fully described below. The Notes will mature, and the principal of the Notes
will be repayable at par, on December 31, 1997.
The Notes are not subject to redemption prior to maturity by the Company or
at the option of any Holder. Upon the occurrence of an Event of Default with
respect to the Notes, however, Holders of the Notes or the Senior Debt Trustee
may accelerate the maturity of the Notes, as described under "Description of
Notes--Events of Default and Acceleration" and "Other Terms--Events of Default"
in the this Prospectus.
The Notes were issued in denominations of $1,000 and integral multiples
thereof.
Semiannual Payments
The Company will make semiannual interest payments on the Notes each June 30
and December 31 ("June Payment Dates" and "December Payment Dates",
respectively), as described below, to the persons in whose names the Notes are
registered on the next preceding June 29 or December 30, except as provided
below. Notwithstanding the foregoing, if it is known three Business Days prior
to December 31 that December 31 will not be a Business Day, the amount payable
by the Company with respect to such December Payment Date will be made on the
Business Day immediately preceding such December 31 to the persons in whose
names the Notes are registered on the second Business Day immediately preceding
such December 31.
For each calendar year, the Company will pay an amount equal to the
following for each $1,000 principal amount of Notes:
$1,000 X (Ending Annual Value-Starting Annual Value) X 70%
-----------------------------------------
Starting Annual Value
provided, however, that the per annum amount payable as a result of the
foregoing will not be less than $30 per $1,000 principal amount of Notes (3%
per annum) (the "Minimum Annual Payment") or greater than $105 per $1,000
principal amount of Notes (10.5% per annum) (the "Maximum Annual Payment").
For each $1,000 principal amount of the Notes, the Company will pay $15 of
the total amount payable for each calendar year on the June Payment Date,
and will pay the balance of the annual amount due on the Notes for such year
on the December Payment Date. The "Starting Annual Value" applicable to the
determination of the amount payable in a calendar year will equal the
closing value of the S&P 500 Index on the first NYSE Business Day (as
defined herein) in such year on which a Market Disruption Event has not
occurred as determined by State Street Bank and Trust Company (the
"Calculation Agent"); provided, however, that if a Market Disruption Event
shall have occurred on each of the first ten NYSE Business Days in any year,
the "Starting Annual Value" applicable to the determination of the amount
payable in such year will equal the closing value of the S&P 500 Index on
such tenth NYSE Business Day. The "Ending Annual Value" applicable to the
determination of the amount payable in a calendar year will equal the
closing value of the S&P 500 Index on the seventh scheduled NYSE Business
Day preceding the end of such year (including December 31 if it is a
scheduled NYSE Business Day) as determined by the Calculation Agent, unless
a Market Disruption Event has occurred on such day. In the event that a
Market Disruption Event has occurred on the seventh scheduled NYSE Business
Day preceding the end of such year, the "Ending Annual Value" applicable to
the determination of the amount payable in such year will equal the closing
value of the S&P 500 Index on the sixth scheduled NYSE Business Day
preceding the end of such year regardless of whether such day is a NYSE
Business Day or a Market Disruption Event occurs on such day. The
Calculation Agent will determine the seventh scheduled NYSE Business Day,
and, if necessary, the sixth scheduled NYSE Business Day prior to each
December Payment Date.
If the Ending Annual Value applicable to a December Payment Date does not
exceed the applicable Starting Annual Value by more than approximately 4.3%,
Holders of the Notes will receive only the Minimum Annual
6
<PAGE>
Payment payable with respect to the Notes, even if the value of the S&P 500
Index at some point between the determination of the applicable Starting Annual
Value and the determination of the applicable Ending Annual Value exceeded such
Starting Annual Value by more than 4.3%. If the Ending Annual Value applicable
to a December Payment Date exceeds the applicable Starting Annual Value by 15%
or more, Holders of Notes will receive the Maximum Amount Payable with respect
to the Notes. The Holders will receive not less than the Minimum Annual Payment
(3% per annum) even in the event that the Ending Annual Value is less than the
Starting Annual Value in any year.
Any day on which a Starting Annual Value or an Ending Annual Value is
required to be calculated is referred to herein as a "Calculation Day". A "NYSE
Business Day" is a day on which The New York Stock Exchange is open for trading.
All determinations made by the Calculation Agent shall be at the sole discretion
of the Calculation Agent and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Company and Holders of the Notes.
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the material limitation (limitations pursuant to New York Stock
Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange, any other self-regulatory
organization or the Commission of similar scope as determined by the
Calculation Agent) on trading during significant market fluctuations shall
be considered "material" for purposes of this definition) or suspension, in
each case, for more than two hours of trading in 100 or more of the
securities included in the S&P 500 Index, or
(ii) the suspension or material limitation, in each case, for more than
two hours of trading (whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise) in (A)
futures contracts related to the S&P 500 Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the S&P 500
Index which are traded on the Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
If S&P discontinues publication of the S&P 500 Index and S&P or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the S&P 500 Index (any
such index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by S&P or such other entity for the S&P 500 Index and calculate the Starting
Annual Value and/or the Ending Annual Value as described above. Upon any
selection by the Calculation Agent of a Successor Index, the Company shall cause
notice thereof to be published in The Wall Street Journal (or another newspaper
of general circulation) within three Business Days of such selection.
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is not selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the S&P 500 Index for any such
Calculation Day used to calculate the Starting Annual Value or Ending Annual
Value, as the case may be, will be calculated as described below under
"Discontinuance of the S&P 500 Index."
If a Successor Index is selected or the Calculation Agent calculates a value
as a substitute for the S&P 500 Index as described below, such Successor Index
or value shall be substituted for the S&P 500 Index for all purposes.
7
<PAGE>
If at any time the method of calculating the S&P 500 Index, or the value
thereof, is changed in a material respect, or if the S&P 500 Index is in any
other way modified so that such Index does not, in the opinion of the
Calculation Agent, fairly represent the value of the S&P 500 Index had such
changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
Calculation Date, make such adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a calculation of a
value of a stock index comparable to the S&P 500 Index as if such changes or
modifications had not been made, and calculate such closing value with reference
to the S&P 500 Index, as adjusted. Accordingly, if the method of calculating the
S&P 500 Index is modified so that the value of such Index is a fraction or a
multiple of what it would have been if it had not been modified (e.g., due to a
split in the Index), then the Calculation Agent shall adjust such Index in order
to arrive at a value of the S&P 500 Index as if it had not been modified (e.g.,
as if such split had not occurred).
The following table is an example of hypothetical annual payments on the
SMART Notes using assumed changes in the S&P 500 Index. The numbers below are
shown for illustrative purposes only and are not intended to predict either the
future levels of the S&P 500 Index or the payments to be received on the Notes.
Hypothetical SMART Note Payments
<TABLE>
<CAPTION>
Index Hypothetical Annualized
Hypothetical Starting Hypothetical Ending Percent Percent SMART Note Payment
Year Annual Value(1) Annual Value(2) Change Participation Rate
- ---- --------------------- ------------------- ------- ------------- -----------------------
<C> <C> <C> <C> <C> <C>
1....... 415 423 1.9% 70% 3.00%*
2....... 421 488 15.9% 70% 10.50%**
3....... 486 434 -10.7% 70% 3.00%*
4....... 440 479 8.9% 70% 6.20%
5....... 480 585 21.9% 70% 10.50%**
6....... 589 668 13.4% 70% 9.39%
</TABLE>
(1) Assumed closing value of the S&P 500 Index on the first NYSE Business Day of
each year.
(2) Assumed closing value of the S&P 500 Index on the seventh scheduled NYSE
Business Day prior to the end of each year.
* Minimum Annual Payment of $30 per $1,000 principal amount of Notes (3.00%
per annum).
** Maximum Annual Payment of $105 per $1,000 principal amount of Notes (10.50%
per annum).
The above information is for purposes of illustration only. The actual
amount payable in any year on the Notes will depend entirely on the Starting
Annual Value and Ending Annual Value applicable to such year determined by the
Calculation Agent as provided herein and the Minimum Annual Payment and the
Maximum Annual Payment.
A potential investor should review the historical performance of the S&P 500
Index. The historical performance of the S&P 500 Index should not be taken as an
indication of future performance, and no assurance can be given that the S&P 500
Index will increase sufficiently during any calendar year to cause the
beneficial owners of the Notes to receive an amount in excess of the Minimum
Annual Payment during any such calendar year.
Discontinuance of the S&P 500 Index and Successor Index
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is available, then the amount payable on any December Payment Date will be
determined by reference to the Successor Index, as provided above.
If the publication of the S&P 500 Index is discontinued and S&P or another
entity does not publish a Successor Index on any of the Calculation Days, the
value to be substituted for the S&P 500 Index for any such Calculation Day will
be the value computed by the Calculation Agent for each such Calculation Day in
accordance with the following procedures:
8
<PAGE>
(1) identifying the component stocks of the S&P 500 Index or any
Successor Index as of the last date on which either of such indices was
calculated by S&P or another entity and published by S&P or such other
entity (each such component stock is a "Last Component Stock");
(2) for each Last Component Stock, calculating as of each such NYSE
Business Day the product of the market price per share and the number of the
then outstanding shares (such product referred to as the "Market Value" of
such stock), by reference to (a) the closing market price per share of such
Last Component Stock as quoted by the New York Stock Exchange or the
American Stock Exchange or any other registered national securities exchange
that is the primary market for such Last Component Stock, or if no such
quotation is available, then the closing market price as quoted by any other
registered national securities exchange or the National Association of
Securities Dealers Automated Quotation National Market System ("NASDAQ"), or
if no such price is quoted, then the market price from the best available
source as determined by the Calculation Agent (collectively, the
"Exchanges") and (b) the most recent publicly available statement of the
number of outstanding shares of such Last Component Stock;
(3) aggregating the Market Values obtained in clause (2) for all Last
Component Stocks;
(4) ascertaining the Base Value (as defined below under "The Standard &
Poor's 500 Index--Computation of the S&P 500 Index") in effect as of the
last day on which either the S&P 500 Index or any Successor Index was
published by S&P or another entity, adjusted as described below;
(5) dividing the aggregate Market Value of all Last Component Stocks by
the Base Value (adjusted as aforesaid);
(6) multiplying the resulting quotient (expressed in decimals) by ten.
If any Last Component Stock is no longer publicly traded on any registered
national securities exchange or in the over-the-counter market, the last
available market price per share for such Last Component Stock as quoted by any
registered national securities exchange or in the over-the-counter market, and
the number of outstanding shares thereof at such time, will be used in computing
the last available Market Value of such Last Component Stock. Such Market Value
will be used in all computations of the S&P 500 Index thereafter.
If a company that has issued a Last Component Stock and another company that
has issued a Last Component Stock are consolidated to form a new company, the
common stock of such new company will be considered a Last Component Stock and
the common stocks of the constituent companies will no longer be considered Last
Component Stocks. If any company that has issued a Last Component Stock merges
with, or acquires, a company that has not issued a Last Component Stock, the
common stock of the surviving corporation will, upon the effectiveness of such
merger or acquisition, be considered a Last Component Stock. In each such case,
the Base Value will be adjusted so that the Base Value immediately after such
consolidation, merger or acquisition will equal (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value of all Last Component Stocks immediately after such event, divided by the
aggregate Market Value for all Last Component Stocks immediately prior to such
event.
If a company that has issued a Last Component Stock issues a stock dividend,
declares a stock split or issues new shares pursuant to the acquisition of
another company, then, in each case, the Base Value will be adjusted (in
accordance with the formula described below) so that the Base Value immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the effectiveness of the stock split or the time new shares of such
Last Component Stock commence trading equals (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value for all Last Component Stocks immediately after such event, divided by the
aggregate Market Value of all Last Component Stocks immediately prior to such
event. The Base Value used by the Calculation Agent to calculate the value
described above will not necessarily be adjusted
9
<PAGE>
in all cases in which S&P, in its discretion, might adjust the Base Value (as
described below under "The Standard & Poor's 500 Index--Computation of the S&P
500 Index").
If S&P discontinues publication of the S&P 500 Index prior to the period
during which the amount payable with respect to any year is to be determined and
the Calculation Agent determines that no Successor Index is available at such
time, then on each NYSE Business Day until the earlier to occur of (i) the
determination of the amount payable with respect to such year and (ii) a
determination by the Calculation Agent that a Successor Index is available, the
Calculation Agent shall determine the value that would be used in computing the
amount payable with respect to such year by reference to the method set forth in
clauses (1) through (6) above as if such day were a Calculation Day. The
Calculation Agent will cause notice of each such value to be published not less
often than once each month in the Wall Street Journal (or another newspaper of
general circulation), and arrange for information with respect to such values to
be made available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the S&P 500 Index may adversely affect
trading in the Notes.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes shall have occurred
and be continuing, the amount payable to a Holder of a Note upon any
acceleration permitted by the Notes, will equal: (i) the principal amount
thereof, plus (ii) an additional amount, if any, calculated as though the date
of early repayment were a December Payment Date and prorated through such date
of early repayment. If a bankruptcy proceeding is commenced in respect of the
Company, the claim of the Holder of a Note may be limited, under Section
502(b)(2) of Title 11 of the United States Code, to the principal amount of the
Note plus an additional amount, if any, of contingent interest calculated as
though the date of the commencement of the proceeding were the maturity date of
the Notes.
Securities Depository
Upon issuance, all Notes will be represented by one or more fully registered
global securities (the "Global Securities"). Each such Global Security will be
deposited with, or on behalf of, The Depository Trust Company, as Securities
Depository (the "Securities Depository"), registered in the name of the
Securities Depository or a nominee thereof. Unless and until it is exchanged in
whole or in part for Securities in definitive form, no Global Security may be
transferred except as a whole by the Securities Depository to a nominee of such
Securities Depository or by a nominee of such Securities Depository to such
Securities Depository or another nominee of such Securities Depository or by
such Securities Depository or any such nominee to a successor of such Securities
Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Securities Depository
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Note ("Beneficial Owner") is in turn
to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive
10
<PAGE>
written confirmation from the Securities Depository of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the Participant or Indirect Participant through which the Beneficial Owner
entered into the transaction. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of such ownership interests will be
effected only through, records maintained by the Securities Depository (with
respect to interests of Participants) and on the records of Participants (with
respect to interests of persons held through Participants). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Notes
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in a Global Security will not be
entitled to have the Notes represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of the
Notes in definitive registered form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of beneficial owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and amounts payable on any June Payment Date or
December Payment Date with respect to, Notes registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the Holder of the Global Securities
representing such Notes. None of the Company, the Trustee or any other agent of
the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment of principal or amounts
payable on any June Payment Date or December Payment Date in respect of a Global
Security, will credit the accounts of the Participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in such Global Security as shown on the records of the Securities
Depository. The Company also expects that payments by Participants to Beneficial
Owners will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name", and will be the responsibility of
such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Securities shall be exchangeable
or (z) an Event of Default has occurred and is continuing with respect to the
Notes, the Global Securities will be exchangeable for Notes in definitive form
of like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in such name or names as the Securities Depository shall instruct the Trustee.
It is expected that such instructions may be based upon directions received by
the Securities Depository from Participants with respect to ownership of
beneficial interests in such Global Securities.
11
<PAGE>
THE STANDARD & POOR'S 500 INDEX
All disclosure contained in this Prospectus regarding the S&P 500 Index,
including, without limitation, its make-up, method of calculation and changes in
its components, is derived from publicly available information prepared by S&P
as of September 21, 1992. The Company cannot assure the accuracy or completeness
of the information prepared by S&P.
General
The S&P 500 Index is published by S&P and is intended to provide an
indication of the pattern of common stock price movement. The calculation of the
value of the S&P 500 Index (discussed below in further detail) is based on the
relative value of the aggregate Market Value (as defined above) of the common
stocks of 500 companies as of a particular time as compared to the aggregate
average Market Value of the common stocks of 500 similar companies during the
base period of the years 1941 through 1943. As of August 31, 1992, the 500
companies included in the S&P 500 Index represented approximately 76% of the
aggregate Market Value of common stocks traded on The New York Stock Exchange;
however, the 500 companies are not the 500 largest companies listed on The New
York Stock Exchange and not all 500 companies are listed on such exchange. As of
August 31, 1992, the aggregate market value of the 500 companies included in the
S&P 500 Index represented approximately 70% of the aggregate market value of
United States domestic, public companies. S&P chooses companies for inclusion in
the S&P 500 Index with the aim of achieving a distribution by broad industry
groupings that approximates the distribution of these groupings in the common
stock population of The New York Stock Exchange, which S&P uses as an assumed
model for the composition of the total market. Relevant criteria employed by S&P
include the viability of the particular company, the extent to which that
company represents the industry group to which it is assigned, the extent to
which the market price of that company's common stock is generally responsive to
changes in the affairs of the respective industry and the Market Value and
trading activity of the common stock of that company.
Computation of the S&P 500 Index
S&P currently computes the S&P 500 Index as of a particular time as follows:
(1) the Market Value of each component stock is determined as of such
time;
(2) the Market Values of all component stocks as of such time (as
determined under clause (1) above) are aggregated;
(3) the mean average of the Market Values as of each week in the base
period of the years 1941 through 1943 of the common stock of each company in
a group of 500 substantially similar companies is determined;
(4) the mean average Market Values of all such common stocks over such
base period (as determined under clause (3) above) are aggregated (such
aggregate amount being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such time
(as determined under clause (2) above) is divided by the Base Value; and
(6) the resulting quotient (expressed in decimals) is multiplied by ten.
While S&P currently employs the above methodology to calculate the S&P 500
Index, no assurance can be given that S&P will not modify or change such
methodology in a manner that may affect the amounts payable on any December
Payment Date to Holders of Notes.
12
<PAGE>
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase thereof by employees
pursuant to employee benefit plans, certain consolidations and acquisitions, the
granting to shareholders of rights to purchase other securities of the company,
the substitution by S&P of particular component stocks in the S&P 500 Index, and
other reasons. In all such cases, S&P first recalculates the aggregate Market
Value of all component stocks (after taking account of the new market price per
share of the particular component stock or the new number of outstanding shares
thereof or both, as the case may be) and then determines the New Base Value in
accordance with the following formula:
Old Base Value X New Market Value = New Base Value
----------------
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in the
aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the S&P 500 Index.
A potential investor should review the historical performance of the S&P 500
Index. The historical performance of the S&P 500 Index should not be taken as an
indication of future performance, and no assurance can be given that the S&P 500
Index will increase sufficiently to cause the beneficial owners of the Notes to
receive an amount in excess of the principal amount at the maturity of the
Notes.
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the Notes,
and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
"The Notes are not sponsored, endorsed, sold or promoted by S&P. S&P
makes no representation or warranty, express or implied, to the Holders of
the Notes or any member of the public regarding the advisability of
investing in securities generally or in the Notes particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to Merrill Lynch Capital Services, Inc. and the
Company (other then transactions entered into in the ordinary course of
business) is the licensing of certain servicemarks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Company or the Notes. S&P has no obligation to take
the needs of the Company or the Holders of the Notes into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not
responsible for and has not participated in the determination of the timing
of the sale of the Notes, prices at which the Notes are to initially be
sold, or quantities of the Notes to be issued or in the determination or
calculation of the equation by which the Notes are to be converted into
cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the Notes."
13
<PAGE>
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
14
<PAGE>
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt
15
<PAGE>
Securities of any series may be waived by the Holders of a majority in principal
amount of all Outstanding Senior Debt Securities of that series, except in a
case of failure to pay principal or premium, if any, or interest or Additional
Amounts payable on any Senior Debt Security of that series for which payment had
not been subsequently made or in respect of a covenant or provision which cannot
be modified or amended without the consent of the Holder of each Outstanding
Senior Debt Security of such series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
16
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there b any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
S&P 500 Market Index Target-Term Securities(sm) due July 31, 1998
("MITTS(R)")
On January 28, 1993, Merrill Lynch & Co., Inc. (the "Company") issued
$16,000,000 aggregate principal amount (1,600,000 Units) of S&P 500 Market Index
Target-Term Securities due July 31, 1998 (the "Securities or MITTS"). Each $10
principal amount of the Securities will be deemed a "Unit" for purposes of
trading and transfer at the Securities Depository described below. Units will be
transferable by the Securities Depository, as more fully described below, in
denominations of whole Units.
The Securities were offered at an original issue price of 100% of the
principal amount thereof, will bear no periodic payments of interest and will
mature on July 31, 1998. At maturity, a Holder of a Security will be entitled to
receive, with respect to each Security, the principal amount thereof, plus a
contingent interest payment (the "Supplemental Redemption Amount"), if any, if
the Final Value (as defined herein) of the S&P 500 Composite Stock Price Index
(the "S&P 500 Index") exceeds 435.49 (the "Initial Value"). If the Final Value
does not exceed the Initial Value, a Holder of a Security will be repaid the
principal amount of the Security, but the Holder will not receive any
Supplemental Redemption Amount. While at maturity a beneficial owner of a
Security may receive an amount in excess of the principal amount of such
Security if the Final Value exceeds the Initial Value, there will be no payment
of interest, periodic or otherwise, prior to maturity. The Securities were
issued as a series of Senior Debt Securities under the Senior Indenture
described herein. The Securities are not redeemable prior to maturity.
The Supplemental Redemption Amount, if any, payable with respect to a
Security at maturity will equal the product of (A) the principal amount of the
applicable Security, and (B) the quotient of the Final Value less the Initial
Value, divided by the Initial Value, and (C) 115%. The calculation of the Final
Value, as more fully described herein, will be based upon certain values of the
S&P 500 Index during the ten Business Days prior to the maturity date of the
Securities.
For information as to the calculation of the Supplemental Redemption Amount,
if any, which will be paid at maturity, the calculation and the composition of
the S&P 500 Index, see "Description of Securities" and "The Standard & Poor's
500 Index" in this Prospectus. For other information that should be considered
by prospective investors, see "Risk Factors" beginning on page 4 of this
Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Securities Depository. Beneficial owners of the Securities will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
symbol "MIE".
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ___________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE
AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such
2
<PAGE>
copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill Lynch &
Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ..................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
3
<PAGE>
RISK FACTORS
Payment at Maturity
If the Final Value is equal to or less than the Initial Value, the Holders
of the Securities will be entitled to receive $10 in respect of each $10
principal amount of Securities, and no Supplemental Redemption Amount. This will
be true even though the value of the S&P 500 Index as of some interim period or
periods prior to the maturity date of the Securities may have exceeded the
Initial Value because the Supplemental Redemption Amount on the Securities is
calculated on the basis of the Final Value only.
The $10 minimum to be received by Holders at maturity in respect of each $10
principal amount of a Security does not reflect any opportunity cost implied by
inflation and other factors relating to the time value of money.
The S&P 500 Index does not reflect the payment of dividends on the stocks
underlying it and therefore the yield based on the S&P 500 Index to the maturity
of the Securities will not produce the same yield as if such underlying stocks
were purchased and held for a similar period.
Trading
The Securities have been listed on the New York Stock Exchange under the
symbol "MIE". It is expected that the secondary market for the Securities will
be affected by the creditworthiness of the Company and by a number of other
factors.
The trading value of the Securities is expected to depend primarily on the
extent of the appreciation, if any, of the S&P 500 Index over the Initial Value.
If, however, Securities are sold prior to the maturity date at a time when the
S&P 500 Index exceeds the Initial Value, the sale price may be at a discount
from the amount expected to be payable to the Holder if such excess of the S&P
500 Index over the Initial Value were to prevail until maturity of the
Securities because of the possible fluctuation of the S&P 500 Index between the
time of such sale and the maturity date. (See "The Standard & Poor's 500
Index".) Furthermore, the price at which a Holder will be able to sell
Securities prior to maturity may be at a discount, which could be substantial,
from the principal amount thereof, if, at such time, the S&P 500 Index is below,
equal to or not sufficiently above the Initial Value. A discount could also
result from rising interest rates.
The trading values of the Securities may be affected by a number of
interrelated factors, including the creditworthiness of the Company and those
factors listed below. The relationship among these factors is complex, including
how these factors affect the relative value of the principal amount of the
Securities to be repaid at maturity and the value of the Supplemental Redemption
Amount. Accordingly, investors should be aware that factors other than the level
of the S&P 500 Index are likely to affect their trading value. The expected
effect on the trading value of the Securities of each of the factors listed
below, assuming in each case that all other factors are held constant, is as
follows:
Interest Rates. In general, if U.S. interest rates increase, the value
of the Securities is expected to decrease. If U.S. interest rates decrease,
the value of the Securities is expected to increase. Interest rates may also
affect the U.S. economy, and, in turn, the value of the S&P 500 Index.
Rising interest rates may lower the value of the S&P 500 Index and, thus,
the Securities. Falling interest rates may increase the value of the S&P 500
Index and, thus, may increase the value of the Securities.
4
<PAGE>
Volatility of the S&P 500 Index. If the volatility of the S&P 500 Index
increases, the trading value of the Securities is expected to increase. If
the volatility of the S&P 500 Index decreases, the trading value of the
Securities is expected to decrease.
Time Remaining to Maturity. The Securities may trade at a value above
that which may be inferred from the level of interest rates and the S&P 500
Index. This difference will reflect a "time premium" due to expectations
concerning the value of the S&P 500 Index during the period prior to
maturity of the Securities. As the time remaining to maturity of the
Securities decreases, however, this time premium is expected to decrease,
thus decreasing the trading value of the Securities.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the S&P 500 Index increase, the value of the Securities is
expected to decrease. Conversely, if dividend rates on the stocks comprising
the S&P 500 Index decrease, the value of the Securities is expected to
increase. However, in general, rising U.S. corporate dividend rates may
increase the S&P 500 Index and, in turn, increase the value of the
Securities. Conversely, falling U.S. dividend rates may decrease the S&P 500
Index and, in turn, decrease the value of the Securities.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in the light of their particular
circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, as
described below. The principal amount of each Security equals $10 for each $10
original price to the public. The Securities will mature on July 31, 1998.
While at maturity a beneficial owner of a Security may receive an amount in
excess of the principal amount of such Security if the Final Value exceeds the
Initial Value, there will be no payment of interest, periodic or otherwise,
prior to maturity.
The Securities are not subject to redemption by the Company or at the option
of any Holder prior to maturity. Upon the occurrence of an Event of Default with
respect to the Securities, Holders of the Securities may accelerate the maturity
of the Securities, as described under "Description of Securities-Events of
Default and Acceleration" and "Other Terms-Events of Default" in this
Prospectus.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a Holder of a Security will be entitled to receive the
principal amount thereof ($10 for each $10 price to public) plus a Supplemental
Redemption Amount, if any, all as provided below. If the Final Value of the S&P
500 Index does not exceed the Initial Value, a Holder of a Security will be
repaid the principal amount
5
<PAGE>
of the Security at maturity, but will not be entitled to receive any contingent
interest (i.e., Supplemental Redemption Amount).
At maturity, a Holder of a Security will be entitled to receive, with
respect to each such Security, (i) the principal amount thereof, and (ii) the
Supplemental Redemption Amount, if any, equal in amount to:
Principal X (Final Value - Initial Value) X 115%
---------------------------
Initial Value
provided, however, that the Supplemental Redemption Amount will not be less than
zero. The Initial Value of the S&P 500 Index is 435.49. If the Final Value does
not exceed the Initial Value, the Supplemental Redemption Amount will equal zero
and a Holder of a Security will receive only the principal amount thereof ($10
for each $10 price to public).
The Final Value of the S&P 500 Index will be determined by State Street Bank
and Trust Company (the "Calculation Agent") and will equal the average (mean) of
the closing values of the S&P 500 Index as calculated by S&P on the tenth
Business Day (as defined below) prior to the maturity date (provided that a
Market Disruption Event, as defined below, shall not have occurred on such day)
and on each succeeding Business Day (provided that a Market Disruption Event
shall not have occurred on the applicable day) up to and including the fourth
Business Day prior to the maturity date (each, a "Calculation Day") until the
Calculation Agent has so determined such closing values for five Business Days.
If a Market Disruption Event occurs on one or more of the Business Days during
the period specified above, the Final Value will equal the average of the values
on Business Days on which a Market Disruption Event did not occur or, if there
is only one such Business Day, the value on such day. If Market Disruption
Events occur on all of such Business Days during such period, the Final Value
shall equal the closing value of the S&P 500 Index on the fourth Business Day
prior to the maturity date regardless of whether a Market Disruption Event shall
have occurred on such day. For purposes of determining the Final Value, a
"Business Day" is a day on which The New York Stock Exchange is open for
trading. All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, in the absence of manifest error, shall
be conclusive for all purposes and binding on the Company and Holders of the
Securities.
If S&P discontinues publication of the S&P 500 Index and S&P or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the S&P 500 Index (any
such index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by S&P or such other entity for the S&P 500 Index and calculate the Final Value
as described in the preceding paragraph. Upon any selection by the Calculation
Agent of a Successor Index, the Company shall cause notice thereof to be
published in The Wall Street Journal (or another newspaper of general
circulation) within three Business Days of such selection.
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is not selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the S&P 500 Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount, if any, at
maturity will be calculated as described below under "Discontinuance of the S&P
500 Index".
If a Successor Index is selected or the Calculation Agent calculates a value
as a substitute for the S&P 500 Index as described below, such Successor Index
or value shall be substituted for the S&P 500 Index for all purposes, including
for purposes of determining whether a Market Disruption Event exists.
6
<PAGE>
If at any time the method of calculating the S&P 500 Index, or the value
thereof, is changed in a material respect, or if the S&P 500 Index is in any
other way modified so that such Index does not, in the opinion of the
Calculation Agent, fairly represent the value of the S&P 500 Index had such
changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
date that the closing value with respect to the Final Value is to be calculated,
make such adjustments as, in the good faith judgment of the Calculation Agent,
may be necessary in order to arrive at a calculation of a value of a stock index
comparable to the S&P 500 Index as if such changes or modifications had not been
made, and calculate such closing value with reference to the S&P 500 Index, as
adjusted. Accordingly, if the method of calculating the S&P 500 Index is
modified so that the value of such Index is a fraction or a multiple of what it
would have been if it had not been modified (e.g., due to a split in the Index),
then the Calculation Agent shall adjust such Index in order to arrive at a value
of the S&P 500 Index as if it had not been modified (e.g., as if such split had
not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the material limitation (limitations pursuant to New York Stock
Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange, any other self regulatory
organization or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this definition)
or suspension, in each case, for more than two hours of trading in 100 or
more of the securities included in the S&P 500 Index, or
(ii) the suspension or material limitation, in each case, for more than
two hours of trading (whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise) in (A)
futures contracts related to the S&P 500 Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the S&P 500
Index which are traded on the Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
The following table illustrates, for a range of hypothetical Final Values,
the percentage change in the S&P 500 Index from the date of pricing of the
Securities offered hereby until maturity, the Supplemental Redemption Amount at
maturity for each $10 principal amount of Securities.
7
<PAGE>
Supplemental
Redemption Amount
Hypothetical Final Percentage Change per $10 Principal
Value of the S&P in the S&P 500 Amount of
500 Index Index Securities
------------------ ----------------- -----------------
217.75 -50% $ 0.00
261.29 -40% 0.00
304.84 -30% 0.00
348.39 -20% 0.00
391.94 -10% 0.00
435.49(1) 0% 0.00
479.04 10% 1.15
522.59 20% 2.30
566.14 30% 3.45
609.69 40% 4.60
653.24 50% 5.75
696.78 60% 6.90
740.33 70% 8.05
783.88 80% 9.20
827.43 90% 10.35
878.98 100% 11.50
- ----------
(1) Initial Value.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the pretax annualized
rate of return resulting therefrom will depend entirely on the actual Final
Value determined by the Calculation Agent as provided herein.
The Senior Indenture provides that the Senior Indenture and the Notes will
be governed by and construed in accordance with the laws of the State of New
York. Under present New York law, the maximum rate of interest is 25% per annum
on a simple interest basis. This limit may not apply to Securities in which
$2,500,000 or more has been invested. While the Company believes that New York
law would be given effect by a state or federal court sitting outside of New
York, state laws frequently regulate the amount of interest that may be charged
to and paid by a borrower (including, in some cases, corporate borrowers). All
payments under the Securities (other than the return of principal) could be
considered interest for the purpose of state usury laws. The Company has
covenanted for the benefit of the Holders of the Notes, to the extent permitted
by law, not to claim voluntarily the benefits of any laws concerning usurious
rates of interest against a Holder of the Securities.
Discontinuance of the S&P 500 Index and Successor Index
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is available, then the amount payable at maturity or upon earlier acceleration
will be determined by reference to the Successor Index, as provided above.
If the publication of the S&P 500 Index is discontinued and S&P or another
entity does not publish a Successor Index on any of the Calculation Days, the
value to be substituted for the S&P 500 Index for any such Calculation Day used
to calculate the Supplemental Redemption Amount, if any, at maturity will be the
value computed by the Calculation Agent for each such Calculation Day in
accordance with the following procedures:
8
<PAGE>
(1) identifying the component stocks of the S&P 500 Index or any
Successor Index as of the last date on which either of such indices was
calculated by S&P or another entity and published by S&P or such other
entity (each such component stock is a "Last Component Stock");
(2) for each Last Component Stock, calculating as of each such
Calculation Day the product of the market price per share and the number of
the then outstanding shares (such product referred to as the "Market Value"
of such stock), by reference to (a) the closing market price per share of
such Last Component Stock as quoted by the New York Stock Exchange or the
American Stock Exchange or any other registered national securities
exchange that is the primary market for such Last Component Stock, or if no
such quotation is available, then the closing market price as quoted by any
other registered national securities exchange or the National Association
of Securities Dealers Automated Quotation National Market System
("NASDAQ"), or if no such price is quoted, then the market price from the
best available source as determined by the Calculation Agent (collectively,
the "Exchanges") and (b) the most recent publicly available statement of
the number of outstanding shares of such Last Component Stock;
(3) aggregating the Market Values obtained in clause (2) for all Last
Component Stocks;
(4) ascertaining the Base Value (as defined below under "The Standard &
Poor's 500 Index--Computation of the Index") in effect as of the last day on
which either the S&P 500 Index or any Successor Index was published by S&P
or another entity, adjusted as described below;
(5) dividing the aggregate Market Value of all Last Component Stocks by
the Base Value (adjusted as aforesaid);
(6) multiplying the resulting quotient (expressed in decimals) by ten.
If any Last Component Stock is no longer publicly traded on any registered
national securities exchange or in the over-the-counter market, the last
available market price per share for such Last Component Stock as quoted by any
registered national securities exchange or in the over-the-counter market, and
the number of outstanding shares thereof at such time, will be used in computing
the last available Market Value of such Last Component Stock. Such Market Value
will be used in all computations of the S&P 500 Index thereafter.
If a company that has issued a Last Component Stock and another company that
has issued a Last Component Stock are consolidated to form a new company, the
common stock of such new company will be considered a Last Component Stock and
the common stocks of the constituent companies will no longer be considered Last
Component Stocks. If any company that has issued a Last Component Stock merges
with, or acquires, a company that has not issued a Last Component Stock, the
common stock of the surviving corporation will, upon the effectiveness of such
merger or acquisition, be considered a Last Component Stock. In each such case,
the Base Value will be adjusted so that the Base Value immediately after such
consolidation, merger or acquisition will equal (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value of all Last Component Stocks immediately after such event, divided by the
aggregate Market Value for all Last Component Stocks immediately prior to such
event.
If a company that has issued a Last Component Stock issues a stock dividend,
declares a stock split or issues new shares pursuant to the acquisition of
another company, then, in each case, the Base Value will be adjusted (in
accordance with the formula described below) so that the Base Value immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the effectiveness of the stock split or the time new shares of such
Last Component Stock commence trading equals (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value for all Last Component Stocks immediately after such event, divided by the
aggregate Market Value of all Last Component Stocks immediately prior to such
event. The Base Value used by the Calculation Agent to calculate the value
described above will not necessarily be adjusted in all cases in which S&P, in
its discretion, might adjust the Base Value (as described below under "The
Standard & Poor's 500 Index--Computation of the S&P 500 Index").
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If S&P discontinues publication of the S&P 500 Index prior to the period
during which the Supplemental Redemption Amount is to be determined and the
Calculation Agent determines that no Successor Index is available at such time,
then on each Business Day until the earlier to occur of (i) the determination of
the Final Value and (ii) a determination by the Calculation Agent that a
Successor Index is available, the Calculation Agent shall determine the value
that would be used in computing the Supplemental Redemption Amount by reference
to the method set forth in clauses (1) through (6) in the fourth preceding
paragraph above as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in the Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the S&P 500 Index may adversely affect
trading in the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a Holder of a Security upon
any acceleration permitted by the Securities, with respect to each $10 principal
amount thereof, will be equal to: (i) the initial issue price ($10), plus (ii)
an additional amount, if any, of contingent interest calculated as though the
date of early repayment were the maturity date of the Securities. See
"Description of Securities--Payment at Maturity" in this Prospectus. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
Holder of a Security may be limited, under Section 502(b)(2) of Title 11 of the
United States Code, to the principal amount of the Security plus an additional
amount, if any, of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
Holders thereof, at the rate of 7% per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the Securities to the date payment of
such amount has been made or duly provided for.
Securities Depository
Upon issuance, all Securities will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company,
as Securities Depository (the "Securities Depository"), registered in the name
of the Securities Depository or a nominee thereof. Unless and until it is
exchanged in whole or in part for Securities in definitive form, no Global
Security may be transferred except as a whole by the Securities Depository to a
nominee of such Securities Depository or by a nominee of such Securities
Depository to such Securities Depository or another nominee of such Securities
Depository or by such Securities Depository or any such nominee to a successor
of such Securities Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access
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to the Securities Depository book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in a Global Security will not be
entitled to have the Securities represented by such Global Securities registered
in their names, will not receive or be entitled to receive physical delivery of
the Securities in definitive form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of Beneficial Owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of the Securities Depository or
its nominee will be made to the Securities Depository or its nominee, as the
case may be, as the Holder of the Global Securities representing such
Securities. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Securities
Depository, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of the Securities Depository. The Company also expects that
payments by Participants to Beneficial Owners will be governed by standing
customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the
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Trustee a Company Order to the effect that the Global Securities shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Securities, the Global Securities will be exchangeable for
Securities in definitive form of like tenor and of an equal aggregate principal
amount, in denominations of $10 and integral multiples thereof. Such definitive
Securities shall be registered in such name or names as the Securities
Depository shall instruct the Trustee. It is expected that such instructions may
be based upon directions received by the Securities Depository from Participants
with respect to ownership of beneficial interests in such Global Securities.
THE STANDARD & POOR'S 500 INDEX
All disclosure contained in this Prospectus regarding the S&P 500 Index,
including, without limitation, its make-up, method of calculation and changes in
its components, is derived from publicly available information prepared by S&P
as of December 31, 1992. The Company takes no responsibility for the accuracy or
completeness of such information.
General
The S&P 500 Index is published by S&P and is intended to provide an
indication of the pattern of common stock price movement. The calculation of the
value of the S&P 500 Index (discussed below in further detail) is based on the
relative value of the aggregate Market Value (as defined above) of the common
stocks of 500 companies as of a particular time as compared to the aggregate
average Market Value of the common stocks of 500 similar companies during the
base period of the years 1941 through 1943. As of December 31, 1992, the 500
companies included in the S&P 500 Index represented approximately 76% of the
aggregate Market Value of common stocks traded on The New York Stock Exchange;
however, the 500 companies are not the 500 largest companies listed on The New
York Stock Exchange and not all 500 companies are listed on such exchange. As of
December 31, 1992, the aggregate market value of the 500 companies included in
the S&P 500 Index represented approximately 70% of the aggregate market value of
United States domestic, public companies. S&P chooses companies for inclusion in
the S&P 500 Index with the aim of achieving a distribution by broad industry
groupings that approximates the distribution of these groupings in the common
stock population of The New York Stock Exchange, which S&P uses as an assumed
model for the composition of the total market. Relevant criteria employed by S&P
include the viability of the particular company, the extent to which that
company represents the industry group to which it is assigned, the extent to
which the market price of that company's common stock is generally responsive to
changes in the affairs of the respective industry and the Market Value and
trading activity of the common stock of that company.
Computation of the S&P 500 Index
S&P computes the S&P 500 Index as of a particular time as follows:
(1) the Market Value of each component stock is determined as of such
time;
(2) the Market Value of all component stocks as of such time (as
determined under clause (1) above) are aggregated;
(3) the mean average of the Market Values as of each week in the base
period of the years 1941 through 1943 of the common stock of each
company in a group of 500 substantially similar companies is
determined;
(4) the mean average Market Values of all such common stocks over such
base period (as determined under clause (3) above) are aggregated
(such aggregate amount being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such time
(as determined under clause (2) above) is divided by the Base Value;
and
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(6) the resulting quotient (expressed in decimals) is multiplied by ten.
While S&P employs the above methodology to calculate the S&P 500 Index, no
assurance can be given that S&P will not modify or change such methodology in a
manner that may affect the Supplemental Redemption Amount, if any, payable to
Holders of Securities upon maturity or otherwise.
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase thereof by employees
pursuant to employee benefit plans, certain consolidations and acquisitions, the
granting to shareholders of rights to purchase other securities of the company,
the substitution by S&P of particular component stocks in the S&P 500 Index, and
other reasons. In all such cases, S&P first recalculates the aggregate Market
Value of all component stocks (after taking account of the new market price per
share of the particular component stock or the new number of outstanding shares
thereof or both, as the case may be) and then determines the New Base Value in
accordance with the following formula:
Old Base Value x New Market Value = New Base Value
----------------
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in
the aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the S&P 500 Index.
A potential investor should review the historical performance of the S&P 500
Index. The historical performance of the S&P 500 Index should not be taken as an
indication of future performance, and no assurance can be given that the S&P 500
Index will increase sufficiently to cause the beneficial owners of the
Securities to receive a Supplemental Redemption Amount at the maturity of the
Securities.
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the
Securities, and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
"The Securities are not sponsored, endorsed, sold or promoted by S&P.
S&P makes no representation or warranty, express or implied, to the Holders
of the Securities or any member of the public regarding the advisability of
investing in securities generally or in the Securities particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to Merrill Lynch Capital Services, Inc. and the
Company (other then transactions entered into in the ordinary course of
business) is the licensing of certain service marks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Company or the Securities. S&P has no obligation to
take the needs of the Company or the Holders of the Securities into
consideration in determining, composing or calculating the S&P 500 Index.
S&P is not responsible for and has not participated in the determination of
the timing of the sale of the Securities, prices at which the Securities are
to initially be sold, or quantities of the Securities to be
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issued or in the determination or calculation of the equation by which the
Securities are to be converted into cash. S&P has no obligation or liability
in connection with the administration, marketing or trading of the
Securities."
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
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Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
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continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their
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reports on such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act of 1933, as amended
(the "Act"), for any such report on unaudited interim financial information
because any such report is not a "report" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Global Telecommunications Portfolio Market Index Target-Term Securities(sm)
due October 15, 1998
("MITTS(R)")
On September 13, 1993, Merrill Lynch & Co., Inc. (the "Company") issued an
aggregate principal amount of $110,000,000 Global Telecommunications Portfolio
Market Index Target-Term Securities due October 15, 1998 (the "Securities" or
"MITTS"). As of the date of this Prospectus, $85,000,000 aggregate principal
amount of the Securities remain outstanding. Each $10 principal amount of
Securities will be deemed a "Unit" for purposes of trading and transfer at the
Securities Depository described below. Units will be transferable by the
Securities Depository, as more fully described below, in denominations of whole
Units.
The Securities will bear no periodic payments of interest and will mature on
October 15, 1998. At maturity, a beneficial owner of a Security will be paid an
amount based upon the change in the value of a portfolio of specified
telecommunications industry stocks of issuers organized in the United States and
abroad measured from September 2, 1993 (the "Original Portfolio Value") to the
Closing Portfolio Value, all as more fully described herein; provided, however,
that the amount payable at maturity will not be less than $9.00 for each Unit of
the Securities (the "Minimum Payment"). The Closing Portfolio Value will be
based on certain values of the specified telecommunications industry stocks
during a period prior to the maturity date of the Securities. While at maturity
a beneficial owner of a Security may receive an amount in excess of the
principal amount of such Security if the Closing Portfolio Value exceeds the
Original Portfolio Value, there will be no payment of interest, periodic or
otherwise, prior to maturity.
If the Closing Portfolio Value is less than the Original Portfolio Value,
the amount payable at maturity with respect to a Security will be less than the
principal amount of such Security.
For information as to the calculation of the amount that will be paid at
maturity and the calculation and the composition of the global
telecommunications industry portfolio, see "Description of Securities" and "The
Portfolio" in this Prospectus. For other information that should be considered
by prospective investors, see "Risk Factors" beginning on page 3 of this
Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Securities Depository. Beneficial owners of the Securities will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
Symbol "MLC".
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
-------------------
Merrill Lynch & Co.
-------------------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
2
<PAGE>
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Payment at Maturity
If the Closing Portfolio Value is less than the Original Portfolio Value,
beneficial owners of the Securities will receive less than the principal amount
of such Securities at maturity, but not less than the Minimum Payment.
Beneficial owners would receive only the return of principal if the Closing
Portfolio Value should equal the Original Portfolio Value. This will be true
even though the Portfolio Value as of some interim period or periods prior to
the Calculation Period may have exceeded the Original Portfolio Value because
the Closing Portfolio Value is calculated on the basis of the average of the
value of Portfolio Securities only on the Calculation Days.
3
<PAGE>
Even if the principal of the Securities is fully returned, such return of
principal does not reflect any opportunity cost implied by inflation and other
factors relating to the time value of money.
The return based on the Closing Portfolio Value relative to the Original
Portfolio Value generally will not produce the same return as if the Portfolio
Securities were purchased and held for a similar period, because, among other
reasons, any payment at maturity on the Securities based on an increase in the
value of the Portfolio will not reflect the payment of dividends on the
Portfolio Securities.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of New York. Under
present New York law the maximum rate of interest is 25% per annum on a simple
interest basis. This limit may not apply to Securities in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or Federal court sitting outside of New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). All payments under the
Securities (other than the return of principal) could be considered interest for
the purpose of state usury laws. The Company has covenanted for the benefit of
the Holders of the Securities, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Securities.
Trading
The Securities have been listed on the New York Stock Exchange under the
Symbol "MLC". There can be no assurance as to how the Securities will trade in
the secondary market or whether such market will be liquid. It is expected that
the secondary market for the Securities will be affected by the creditworthiness
of the Company and by a number of other factors. The trading value of the
Securities is expected to depend primarily on the extent of the appreciation, if
any, of the Portfolio Value over the Original Portfolio Value. If, however,
Securities are sold prior to the maturity date at a time when the Portfolio
Value exceeds the Original Portfolio Value, the sale price may be at a discount
from the amount expected to be payable to the beneficial owner if such excess of
the Portfolio Value over the Original Portfolio Value were to prevail during the
Calculation Period. Furthermore, the price at which a beneficial owner will be
able to sell Securities prior to maturity may be at a discount, which could be
substantial, from the principal amount thereof, if, at such time, the Portfolio
Value is below, equal to or not sufficiently above the Original Portfolio Value.
A discount could also result from rising interest rates.
The trading values of the Securities may be affected by a number of
interrelated factors, including those listed below. The relationship among these
factors is complex, including how these factors affect the value of the
principal amount of the Securities payable at maturity, if any, in excess of the
principal amount of the Securities. Accordingly, investors should be aware that
factors other than the level of the Portfolio Value are likely to affect their
trading value. The expected theoretical effect on the trading value of the
Securities of each of the factors listed below, assuming in each case that all
other factors are held constant, is as follows:
Interest Rates. In general, if U.S. interest rates increase, the value of
the Securities is expected to decrease. If U.S. interest rates decrease, the
value of the Securities is expected to increase. Local interest rates may also
affect the economies of countries in which issuers of the respective Portfolio
Securities (or shares underlying such securities) operate, and, in turn, affect
the Portfolio Value.
Volatility of the Portfolio Value. If the volatility of the Portfolio Value
increases, the trading value of the Securities is expected to increase. If the
volatility of the Portfolio Value decreases, the trading value of the Securities
is expected to decrease.
Time Remaining to Maturity. The Securities may trade at a value above that
which may be inferred from the level of the Portfolio Value. This difference
will reflect a "time premium" due to expectations concerning the Portfolio Value
during the period prior to maturity of the Securities. As the time remaining to
maturity of the
4
<PAGE>
Securities decreases, however, this time premium is expected to decrease, thus
decreasing the trading value of the Securities.
Dividend Rates. If dividend rates on the Portfolio Securities (or shares
underlying such securities) increase, the value of the Securities is expected to
decrease. Conversely, if dividend rates on the Portfolio Securities decrease,
the value of the Securities is expected to increase. Local general corporate
dividend rates may also affect the Portfolio Value and, in turn, the value of
the Securities.
Foreign Currency Exchange and Foreign Market
The Securities are U.S. dollar-denominated securities issued by the Company,
a United States corporation. Investments in the Securities do not give the
beneficial owners any right to receive any Portfolio Security or any other
ownership right or interest in the Portfolio Securities, although the return on
the investment in the Securities is based on the Portfolio Value of the
Portfolio Securities. Certain of the Portfolio Securities (or securities
underlying DRs included in the Portfolio) have been issued by non-United States
companies, and certain of the Portfolio Securities and the underlying securities
represented by the DRs are quoted in currencies other than the U.S. dollar.
Investments in securities indexed to the value of non-United States securities
involve certain risks. Fluctuations in foreign exchange rates, future foreign
political and economic developments, and the possible imposition of exchange
controls or other foreign governmental laws or restrictions applicable to such
investments may affect the U.S. dollar value of such securities, including DRs.
Securities prices in different countries are subject to different economic,
financial, political and social factors. Rates of exchange between the dollar
and other currencies are determined by forces of supply and demand in the
foreign exchange markets. These forces are, in turn, affected by international
balance of payments and other economic and financial conditions, government
intervention, speculation and other factors. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resources, self-sufficiency and balance of payments position. With
respect to certain countries, there is the possibility of expropriation of
assets, confiscatory taxation, political or social instability or diplomatic
developments which could affect the value of investments in those countries.
There may be less publicly available information about a foreign company than
about a U.S. company, and foreign companies may not be subject to accounting,
auditing and financial reporting standards and requirements comparable to those
to which U.S. entities are subject. Certain foreign investments may be subject
to foreign withholding taxes which could affect the value of investment in these
countries. In addition, investment laws in certain foreign countries may limit
or restrict ownership of certain securities by foreign nationals by restricting
or eliminating voting or other rights or limiting the amount of securities that
may be so owned, and such limitations or restrictions may affect the prices of
such securities.
Foreign financial markets, while growing in volume, may have substantially
less volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable domestic
companies. The foreign markets have different trading practices that may affect
the prices of securities. The foreign markets have different clearance and
settlement procedures, and in certain countries there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. There is
generally less government supervision and regulation of exchanges, brokers and
issuers in foreign countries than there is in the U.S. In addition, the terms
and conditions of depositary facilities may result in less liquidity or lower
market values for the DRs than for the underlying stocks.
American Depositary Receipts and Global Depositary Receipts
Certain of the Portfolio Securities are in the form of either American
Depositary Receipts ("ADRs") or Global Depositary Receipts ("GDRs", which,
together with ADRs, are hereinafter collectively referred to as "DRs"). A DR is
a negotiable receipt which is issued by a depositary, generally a bank,
representing shares (the "Underlying Shares") of a foreign issuer (the "Foreign
Issuer") that have been deposited and are held, on behalf
5
<PAGE>
of the holders of the DRs, at a custodian bank in the Foreign Issuer's home
country. While the market for Underlying Shares will generally be in the country
in which the Foreign Issuer is organized, and trading in such market will
generally be based on that country's currency, DRs that are Portfolio Securities
will trade in U.S. Dollars.
Although DRs are distinct securities from the Underlying Shares, the trading
characteristics and valuations of DRs will usually, but not necessarily, mirror
the characteristics and valuations of the Underlying Shares represented by the
DRs. Active trading volume and efficient pricing in the principal market in the
home country for the Underlying Shares will usually indicate similar
characteristics in respect of the DRs. In the case of certain DRs, however,
there may be inadequate familiarity with or information about the Foreign Issuer
of the Underlying Shares represented by the DR in the market in which the DR
trades to support active volume, thus resulting in pricing distortions. This is
more likely to occur when the DR is not listed on a U.S. stock exchange or
quoted on the National Market System of the National Association of Securities
Dealers Automated Quotations System ("NASDAQ"), and trades only
over-the-counter, because the Foreign Issuer would not be required to register
such DRs under the Exchange Act, as is the case with DRs so listed or quoted. In
addition, because of the size of an offering of Underlying Shares in DR form
outside the home country and/or other factors that have limited or increased the
float of certain DRs, the liquidity of such securities may be less than or
greater than that with respect to the Underlying Shares. Inasmuch as holders of
DRs may surrender the DR in order to take delivery of and trade the Underlying
Shares, a characteristic that allows investors in DRs to take advantage of price
differentials between different markets, a market for the Underlying Shares that
is not liquid will generally result in an liquid market for the DR representing
such Underlying Shares.
The depositary bank that issues a DR generally charges a fee, based on the
price of the DR, upon issuance and cancellation of the DR. This fee would be in
addition to the brokerage commissions paid upon the acquisition or surrender of
the security. In addition, the depositary bank incurs expenses in connection
with the conversion of dividends or other cash distributions paid in local
currency into U.S. Dollars and such expenses are deducted from the amount of the
dividend or distribution paid to holders, resulting in a lower payout per
Underlying Share represented by the DR than would be the case if the Underlying
Share were held directly. Furthermore, foreign investment laws in certain
countries may restrict ownership by foreign nationals of certain classes of
Underlying Shares. Accordingly, the DR representing such class of securities may
not possess voting rights, if any, equivalent to those in respect of the
Underlying Shares. Certain tax considerations, including tax rate differentials,
arising from application of the tax laws of one nation to the nationals of
another and from certain practices in the DR market may also exist with respect
to certain DRs. In varying degrees, any or all of these factors may affect the
value of the DR compared with the value of the Underlying Shares in the local
market.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in the light of each investor's particular
circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
6
<PAGE>
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, which is
more fully described below. The principal amount of each Security will equal $10
for each $10 price to the public. The Securities will mature on October 15,
1998.
While at maturity a beneficial owner of a Security may receive an amount in
excess of the principal amount of such Security if the Closing Portfolio Value
exceeds the Original Portfolio Value, there will be no payment of interest,
periodic or otherwise, prior to maturity. (See "Payment at Maturity", below.)
The Securities are not subject to redemption by the Company or at the option
of any Holder prior to maturity. Upon the occurrence of an Event of Default with
respect to the Securities, Holders of the Securities may accelerate the maturity
of the Securities, as described under "Events of Default and Acceleration" and
"Description of Debt Securities--General--Events of Default" below.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each $10 principal amount of the Security, an amount equal to
the following:
$10 x Closing Portfolio Value
-----------------------
$100
provided, however, that the amount payable at maturity will not be less than $9
for each $10 principal amount of Securities (the "Minimum Payment"). Based on
the prices of the Portfolio Securities on September 2, 1993, the Multipliers
were initially set so that the value of the Portfolio on September 2, 1993
equaled $100 (the "Original Portfolio Value").
If the Closing Portfolio Value is equal to $90 or less, a beneficial owner
of a Security will receive the Minimum Payment of $9 for each $10 principal
amount of the Securities at maturity. If the Closing Portfolio Value is between
$90 and $100, a beneficial owner of a Security will receive between $9 and $10
for each $10 principal amount of the Securities at maturity.
The "Closing Portfolio Value" will be determined by MLPF&S an affiliate of
the Company, or successor thereto (the "Calculation Agent"), and will equal the
sum of the products of the Average Market Price and the applicable Multiplier
for each Portfolio Security. The "Average Market Price" of a Portfolio Security
will equal the average (mean) of the Market Prices of such Portfolio Security
determined on each of the first thirty Calculation Days with respect to such
Portfolio Security during the Calculation Period. If there are fewer than thirty
Calculation Days with respect to a Portfolio Security, then the Average Market
Price will equal the average (mean) of the Market Prices on such Calculation
Days, and if there is only one Calculation Day, then the Average Market Price
will equal the Market Price on such Calculation Day. The "Calculation Period"
means the period from and including the sixtieth scheduled NYSE Trading Day (as
defined below) prior to the maturity date to and including the fourth scheduled
NYSE Trading Day prior to the maturity date. "Calculation Day" with respect to a
Portfolio Security means any Trading Day during the Calculation Period in the
country in which such Portfolio Security is being priced on which a Market
Disruption Event has not occurred. If a Market Disruption Event occurs on all
Trading Days in such country during the Calculation Period then the fourth
scheduled NYSE Trading Day (as defined below) prior to the maturity date in such
country will be deemed a Calculation Day, notwithstanding the Market Disruption
7
<PAGE>
Event; provided, however, that if such fourth scheduled NYSE Trading Day is not
a Trading Day in such country, then the immediately preceding Trading Day shall
instead be deemed a Calculation Day. Any reference to a specific day herein
shall mean such calendar day in each market in which Portfolio Securities are
priced.
"Market Price" means for a Calculation Day the following:
(i) If the Portfolio Security is listed on a national securities
exchange in the United States, is a NASDAQ National Market System ("NASDAQ
NMS") security or is included in the OTC Bulletin Board Service ("OTC
Bulletin Board") operated by the National Association of Securities Dealers,
Inc. (the "NASD"), Market Price means (i) the last reported sale price,
regular way, on such day on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such Portfolio
Security is listed or admitted to trading, or (ii) if not listed or admitted
to trading on any such securities exchange or if such last reported sale
price is not obtainable, the last reported sale price on the
over-the-counter market as reported on the NASDAQ NMS or OTC Bulletin Board
on such day, or (iii) if the last reported sale price is not available
pursuant to (i) and (ii) above, the mean of the last reported bid and offer
price on the over-the-counter market as reported on the NASDAQ NMS or OTC
Bulletin Board on such day as determined by the Calculation Agent. If the
Portfolio Security is a security issued by a company organized in the United
States and is not listed on a national securities exchange in the United
States, is not a NASDAQ NMS security or is not included in the OTC Bulletin
Board operated by the NASD, Market Price means the average (mean) of the
last available bid and offer prices in the United States over-the-counter
market of the three dealers which have the highest volume of transactions in
such Portfolio Security in the immediately preceding calendar month as
determined by the Calculation Agent based on information that is reasonably
available to it. The term "NASDAQ NMS security" shall include a security
included in any successor to such system and the term "OTC Bulletin Board
Service" shall include any successor service thereto.
(ii) If the Portfolio Security is a security issued by a company
organized other than in the United States or is a DR, that, in either case,
is not listed on a national securities exchange in the United States or is
not a NASDAQ NMS security or included in the OTC Bulletin Board operated by
the NASD, Market Price means the last reported sale price on such day on the
securities exchange on which such Portfolio Security is listed or admitted
to trading with the greatest volume of trading for the calendar month
preceding such day as determined by the Calculation Agent, provided that if
such last reported sale price is for a transaction which occurred more than
four hours prior to the close of such exchange, then the Market Price shall
mean the average (mean) of the last available bid and offer price on such
exchange. If such Portfolio Security is not listed or admitted to trading on
any such securities exchange or if such last reported sale price or bid and
offer are not obtainable, the Market Price shall mean the last reported sale
price on the over-the-counter market with the greatest volume of trading as
determined by the Calculation Agent, provided that if such last reported
sale price is for a transaction which occurred more than four hours prior to
when trading in such over-the-counter market typically ends, then the Market
Price shall mean the average (mean) of the last available bid and offer
prices in such market of the three dealers which have the highest volume of
transactions in such Portfolio Security in the immediately preceding
calendar month as determined by the Calculation Agent based on information
that is reasonably available to it. If such prices are quoted in a currency
other than in U.S. Dollars, such prices will be translated into U.S. Dollars
for purposes of calculating the Average Market Price using the Spot Rate on
the same calendar day as the date of any such price. The "Spot Rate" on any
date will be determined by the Calculation Agent and will equal the spot
rate of such currency per U.S. $1.00 on such date at approximately 3:00
p.m., New York City time, as reported on the information service operated by
Bloomberg, L.P. ("Bloomberg") representing the mean of certain dealers in
such currency or, if Bloomberg has not
8
<PAGE>
reported such rate by 3:30 p.m., New York City time, on such day, the
offered spot rate of such currency per U.S. $1.00 on such date for a
transaction amount in an amount customary for such market on such date
quoted at approximately 3:30 p.m., New York City time, by a leading bank in
the foreign exchange markets as may be selected by the Calculation Agent.
If the Calculation Agent is required to use the bid and offer price for a
Portfolio Security to determine the Market Price of such Portfolio Security
pursuant to the foregoing, the Calculation Agent shall not use any bid or offer
price announced by MLPF&S or any other affiliate of the Company.
As used herein, "NYSE Trading Day" shall mean a day on which trading is
generally conducted in the over-the-counter market for equity securities in the
United States and on the New York Stock Exchange as determined by the
Calculation Agent. "Trading Day" shall mean a day on which trading is conducted
on the principal securities exchanges in the country in which such Portfolio
Security is being priced.
"Market Disruption Event" with respect to a Portfolio Security means either
of the following events, as determined by the Calculation Agent:
(i) the suspension or material limitation (provided that, with respect
to Portfolio Securities that are priced in the United States, limitations
pursuant to New York Stock Exchange Rule 80A (or any applicable rule or
regulation enacted or promulgated by the New York Stock Exchange, any other
self regulatory organization or the Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this definition)
in the trading of such Portfolio Security in the country in which such
Portfolio Security is being priced for more than two hours of trading or
during the period one-half hour prior to the time that such Portfolio
Security is to be priced, or
(ii) the suspension or material limitation (whether by reason of
movements in price otherwise exceeding levels permitted by the relevant
exchange or otherwise) in option contracts related to a Portfolio Security
traded on any exchange in the country in which such Portfolio Security is
being priced for more than two hours of trading or during the period
one-half hour prior to the time that such Portfolio Security is to be
priced.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, in the absence of manifest error, shall
be conclusive for all purposes and binding on the Company and beneficial owners
of the Securities. All percentages resulting from any calculation on the
Securities will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent with one-half cent being rounded upwards.
9
<PAGE>
Portfolio Securities
The stocks or the depositary receipts representing the stocks listed below
will be used to calculate the value of the Portfolio. Holders of the Securities
will not have any right to receive the Portfolio Securities. The following table
sets forth, as of September 2, 1993, the Portfolio Securities, the percentage of
each Portfolio Security in the Original Portfolio Value and their initial
Multipliers:
<TABLE>
<CAPTION>
% of Portfolio
Value
Represented in
Issuer of the Country in Original Initial
Portfolio Security(1) Which Organized ADR/GDR Portfolio Value Multiplier
--------------------- --------------- ------- --------------- ----------
<S> <C> <C> <C> <C>
Alcatel Alstholm Compagnie Generale d'Electricite France Yes 4.5455% .1731602
American Telephone & Telegraph Company United States No 4.5455% .0722935
Bell Atlantic Corporation United States No 4.5455% .0711617
BellSouth Corporation United States No 4.5455% .0763942
British Telecommunications plc United Kingdom Yes 4.5455% .0692641
Compania de Telefonos de Chile S.A. Chile Yes 4.5455% .0582751
LM Ericsson Telephone Company Sweden Yes 4.5455% .0988142
GTE Corporation United States No 4.5455% .1249609
Hong Kong Telecommunications, Ltd. Hong Kong Yes 4.5455% .0934798
Newbridge Networks Corporation Canada No 4.5455% .0640205
NYNEX Corporation United States No 4.5455% .0492065
Pacific Telesis Group United States No 4.5455% .0822707
Philippine Long Distance Telephone Company Philippines No 4.5455% .0918274
Rogers Cantel Mobile Communications, Inc. Canada No 4.5455% .1668057
Southwestern Bell Corporation United States No 4.5455% .0999001
Tadiran Ltd. Israel No 4.5455% .1298701
Telecom Corporation of New Zealand Limited New Zealand Yes 4.5455% .1038961
Telecomunicacoes Brasileiras S.A. Brazil Yes 4.5455% .1312767
Telefonica de Argentina Argentina Yes 4.5455% .1033058
Telefonica de Espana Spain Yes 4.5455% .1249609
Telefonos de Mexico, S.A. de C.V. Mexico Yes 4.5455% .0851607
Vodaphone Group plc United Kingdom Yes 4.5455% .0569963
</TABLE>
- ----------
(1) Or, in the case of DRs, the Underlying Shares.
The initial Multiplier relating to each Portfolio Security indicates the
number of such Portfolio Security, given the market price of such Portfolio
Security as of September 2, 1993, required to be included in the calculation of
the Original Portfolio Value so that each Portfolio Security represented an
equal percentage of the Original Portfolio Value as of September 2, 1993. The
price of each Portfolio Security used to calculate the initial Multiplier
relating to each such Portfolio Security was the closing price of such Portfolio
Security on September 2, 1993. The respective Multipliers will remain constant
for the term of the Securities unless adjusted for certain corporate events, as
described below.
The Portfolio Value, for any day, will equal the sum of the products of the
most recently available Market Prices (determined as described herein) and the
applicable Multipliers for the Portfolio Securities. The Closing Portfolio
Value, however, is calculated based on averaging Market Prices for certain days.
The Calculation Agent currently intends to publish the Portfolio Value once
on each business day. The Calculation Agent currently calculates and publishes
values of approximately 1,100 specified portfolios. The
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Calculation Agent currently provides information concerning such portfolios to
the electronic reporting services operated by Bloomberg and to newspapers and
specialized trade publications. If the Calculation Agent does publish Portfolio
Values, the Calculation Agent currently intends to provide such values to
similar sources described above, but there can be no assurance that such
information will ultimately be published by such sources.
Adjustments to the Multiplier and Portfolio
The Multiplier with respect to any Portfolio Security and the Portfolio will
be adjusted as follows:
1. If a Portfolio Security is subject to a stock split or reverse stock
split or similar adjustment in the case of DRs, then once such split has
become effective, the Multiplier relating to such Portfolio Security will be
adjusted to equal the product of the number of shares issued with respect to
one such share of such Portfolio Security, or the number of receipts issued
with respect to one DR if a Portfolio Security is a DR, and the prior
multiplier.
2. If a Portfolio Security is subject to a stock dividend (issuance of
additional shares of the Portfolio Security) that is given equally to all
holders of shares of the issuer of such Portfolio Security, then once the
dividend has become effective and such Portfolio Security is trading
ex-dividend, the Multiplier will be adjusted so that the new Multiplier
shall equal the former Multiplier plus the product of the number of shares
of such Portfolio Security issued with respect to one such share of
Portfolio Security and the prior multiplier.
3. There will be no adjustments to the Multipliers to reflect cash
dividends or distributions paid with respect of a Portfolio Security other
than for Extraordinary Dividends as described below. A cash dividend with
respect to a Portfolio Security will be deemed to be an "Extraordinary
Dividend" if such dividend exceeds the immediately preceding
non-Extraordinary Dividend for such Portfolio Security by an amount equal to
at least 10% of the Market Price on the Trading Day preceding the record day
for the payment of such Extraordinary Dividend (the "ex-dividend date"). If
an Extraordinary Dividend occurs with respect to a Portfolio Security, the
Multiplier with respect to such Portfolio Security will be adjusted on the
ex-dividend date with respect to such Extraordinary Dividend so that the new
Multiplier will equal the product of (i) the then current Multiplier, and
(ii) a fraction, the numerator of which is the sum of the Extraordinary
Dividend Amount and the Market Price on the Trading Day preceding the
ex-dividend date, and the denominator of which is the Market Price on the
Trading Day preceding the ex-dividend date. The "Extraordinary Dividend
Amount" with respect to an Extraordinary Dividend for a Portfolio Security
will equal such Extraordinary Dividend minus the amount of the immediately
preceding non-Extraordinary Dividend for such Portfolio Security.
4. If the issuer of a Portfolio Security is being liquidated or is
subject to a proceeding under any applicable bankruptcy, insolvency or other
similar law such Portfolio Security will continue to be included in the
Portfolio so long as a Market Price for such Portfolio Security is
available. If a Market Price is no longer available for a Portfolio Security
for whatever reason, including the liquidation of the issuer of such
Portfolio Security or the subjection of the issuer of such Portfolio
Security to a proceeding under any applicable bankruptcy, insolvency or
other similar law, then the value of such Portfolio Security will equal zero
in connection with calculating Portfolio Value and Closing Portfolio Value
for so long as no Market Price is available, and no attempt will be made to
find a replacement stock or increase the value of the Portfolio to
compensate for the deletion of such Portfolio Security.
5. If the issuer of a Portfolio Security or, if a Portfolio Security is
a DR, the Foreign Issuer of the Underlying Share, has been subject to a
merger or consolidation and is not the surviving entity or is nationalized,
then a value for such Portfolio Security will be determined at the time such
issuer is merged or consolidated or nationalized and will equal the last
available Market Price for such Portfolio Security
11
<PAGE>
and that value will be constant for the remaining term of the Securities. At
such time, no adjustment will be made to the Multiplier of such Portfolio
Security. The Company may at its sole discretion increase such last
available Market Price to reflect payments or dividends of cash, securities
or other consideration to holders of such Portfolio Security in connection
with such a merger or consolidation which may not be reflected in such last
available Market Price.
6. If the issuer of a Portfolio Security issues to all of its
shareholders equity securities of an issuer other than the issuer of the
Portfolio Security, then such new equity securities will be added to the
Portfolio as a new Portfolio Security. The Multiplier for such new Portfolio
Security will equal the product of the original Multiplier with respect to
the Portfolio Security for which the new Portfolio Security is being issued
(the "Original Portfolio Security") and the number of shares of the new
Portfolio Security issued with respect to one share of the Original
Portfolio Security.
7. If a DR is no longer listed or admitted to trading on a United States
securities exchange registered under the Exchange Act, is no longer a NASDAQ
NMS security or is no longer included in the OTC Bulletin Board operated by
the NASD, then the Underlying Share represented by such DR will be deemed to
be a new Portfolio Security. The initial Multiplier for such new Portfolio
Security will equal the last value of the Multiplier for such DR multiplied
by the number of shares of Underlying Shares represented by a single DR.
No adjustments of any Multiplier of a Portfolio Security will be required
unless such adjustment would require a change of at least 1% in the Multiplier
then in effect. The Multiplier resulting from any of the adjustments specified
above will be rounded to the nearest one thousandth with five ten-thousandths
being rounded upward.
No adjustments to the Multiplier of any Portfolio Security or to the
Portfolio will be made other than those specified above.
12
<PAGE>
Hypothetical Payments
The following table illustrates, for a range of hypothetical Closing
Portfolio Values, the amount payable at maturity for each $10 principal amount
of Securities. An investment in the Portfolio Securities would be significantly
different than investing in the Securities. Among other things, an investor in
the Portfolio Securities may realize certain dividends that are not reflected by
investing in the Securities, and currency fluctuations may significantly
increase or decrease the rate of return of the Portfolio Securities versus
investing in the Securities.
Payment at
Hypothetical Closing Percentage Maturity per $10
Value of the Change in the Principal Amount
Portfolio Value Portfolio Level of Securities
- -------------------- --------------- ----------------
0.00 -100.00% $ 9.00
10.00 -90.00% $ 9.00
20.00 -80.00% $ 9.00
30.00 -70.00% $ 9.00
40.00 -60.00% $ 9.00
50.00 -50.00% $ 9.00
60.00 -40.00% $ 9.00
70.00 -30.00% $ 9.00
80.00 -20.00% $ 9.00
90.00 -10.00% $ 9.00
100.00 0.00% $10.00
110.00 10.00% $11.00
120.00 20.00% $12.00
130.00 30.00% $13.00
140.00 40.00% $14.00
150.00 50.00% $15.00
160.00 60.00% $16.00
170.00 70.00% $17.00
180.00 80.00% $18.00
190.00 90.00% $19.00
200.00 100.00% $20.00
The above figures are for purposes of illustration only. The actual amount
payable at maturity with respect to the Securities will depend entirely on the
actual Closing Portfolio Value.
13
<PAGE>
The investor will not receive their entire principal at maturity should the
market decline in value. The investor will only receive $9.00 for each $10
principal amount of Securities (90% of their original investment) should the
market decline by 10% or more.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a Holder of a Security upon
any acceleration permitted by the Securities will be equal to the amount payable
calculated as though the date of early repayment were the maturity date of the
Securities. See "Description of Securities-Payment at Maturity" in this
Prospectus. If a bankruptcy proceeding is commenced in respect of the Company,
the claim of the Holder of a Security may be limited, under Section 502(b)(2) of
Title 11 of the United States Code, to the principal amount of the Security plus
an additional amount, if any, of contingent interest calculated as though the
date of the commencement of the proceeding were the maturity date of the
Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
Holders thereof, at the rate of 6% per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the Securities to the date payment of
such amount has been made or duly provided for.
Securities Depository
The Securities are represented by one or more fully registered global
securities (the "Global Securities"). Each such Global Security has been
deposited with, or on behalf of, The Depository Trust Company, as Securities
Depository (the "Securities Depository"), registered in the name of the
Securities Depository or a nominee thereof. Unless and until it is exchanged in
whole or in part for Securities in definitive form, no Global Security may be
transferred except as a whole by the Securities Depository to a nominee of such
Securities Depository or by a nominee of such Securities Depository to such
Securities Depository or another nominee of such Securities Depository or by
such Securities Depository or any such nominee to a successor of such Securities
Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the NASD.
Access to the Securities Depository book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
14
<PAGE>
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in a Global Security will not be
entitled to have the Securities represented by such Global Securities registered
in their names, will not receive or be entitled to receive physical delivery of
the Securities in definitive form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of beneficial owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and any additional amount payable at maturity
with respect to, Securities registered in the name of the Securities Depository
or its nominee will be made to the Securities Depository or its nominee, as the
case may be, as the Holder of the Global Securities representing such
Securities. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Securities
Depository, upon receipt of any payment of principal or any additional amount
payable at maturity in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of the Securities Depository. The Company also expects that
payments by Participants to Beneficial Owners will be governed by standing
customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Securities shall be exchangeable
or (z) an Event of Default has occurred and is continuing with respect to the
Securities, the Global Securities will be exchangeable for Securities in
definitive form of like tenor and of an equal aggregate principal amount, in
denominations of $10 and integral multiples thereof. Such definitive Securities
shall be registered in such name or names as the Securities Depository shall
instruct the Trustee. It is expected that such instructions may be based upon
directions received by the Securities Depository from Participants with respect
to ownership of beneficial interests in such Global Securities.
15
<PAGE>
THE PORTFOLIO
General
While the Portfolio consists of stocks (or DRs representing interests
therein) of issuers that are involved in the global telecommunications industry,
the Portfolio is not intended to provide an indication of the pattern of price
movements of common stocks of corporations involved in the global
telecommunications industry generally. Each of the United States issuers of a
Portfolio Security files certain information reports with the Commission
pursuant to the Exchange Act. Such reports generally contain a description of
the business of the issuer, financial statements and certain other information
which may be material to potential investors in the Securities. Foreign Issuers
of Underlying Shares related to DRs that are Portfolio Securities and that are
traded in the United States also file certain information reports with the
Commission pursuant to the Exchange Act, although information contained in such
reports will generally be more limited than that available with respect to a
United States issuer. The Company makes no representation or warranty as to the
accuracy or completeness of such reports. The inclusion of a Portfolio Security
in the Portfolio is not a recommendation to buy or sell such Portfolio Security,
and neither the Company nor any of its affiliates make any representation to any
purchaser of Securities as to the performance of the Portfolio.
The Company or its affiliates may presently or from time to time engage in
business with one or more of the issuers of the Portfolio Securities or, in the
case of DRs, the Underlying Shares, including extending loans to, or making
equity investments in, such issuers or providing advisory services to such
issuers, including merger and acquisition advisory services. In the course of
such business, the Company or its affiliates may acquire non-public information
with respect to such issuers and, in addition, one or more affiliates of the
Company may publish research reports with respect to such issuers. The Company
does not make any representation to any purchaser of Securities with respect to
any matters whatsoever relating to such issuers. Any prospective purchaser of a
Security should undertake an independent investigation of the issuers of the
Portfolio Securities as in its judgment is appropriate to make an informed
decision with respect to an investment in the Securities.
Global Telecommunications Sector
The global telecommunications industry is subject to varying degrees of
regulatory, political and economic risk which may affect the price of the stocks
of companies involved in such industry. Such risks depend on a number of factors
including the country in which a company is located. Telecommunications
companies in both developed and emerging countries are undergoing significant
change due to varying and evolving levels of governmental regulation or
deregulation and other factors. As a result, competitive pressures are intense
and the securities of such companies may be subject to rapid price volatility.
In addition, companies offering telephone services are experiencing increasing
competition from cellular telephones, and the cellular telephone industry,
because the industry has a limited operating history, faces uncertainty
concerning the future of the industry and demand for cellular telephones. All
telecommunications companies in both developed and emerging countries are
subject to the additional risk that technological innovations will make their
products and services obsolete.
In virtually every country, certain aspects of the telecommunications
industry are subject to some government regulation. The nature and scope of such
regulation generally is subject to political forces and market considerations,
the effect of which cannot be predicted. Such regulation can have significant
effects upon the operations of a telecommunications venture. It is difficult to
predict the directions, types or effects of future telecommunications-related
regulation.
During the 1980s and early 1990s, the global telecommunications industry
underwent structural changes. Many state-owned telephone monopolies were
completely or partially divested to the public. American Telephone & Telegraph
divested its local telephone service creating seven independent regional holding
companies in 1984 under an agreement with the U.S. Government. In addition, the
evolution of technology allowed the entrance of new
16
<PAGE>
competitors into the previously exclusive domain of the traditional telephone
operators including operators of cable television systems. Companies that employ
various technologies including fibre-optic, microwave and satellite
communications are allowed to compete for traditional telephone company business
in many countries. Continued mergers, divestitures, privatizations and alliances
in the global telecommunications industry and changes in technology will affect
companies involved in such industry and the prices of their stocks.
A potential investor should review the historical prices of the securities
underlying the Portfolio. The historical prices of such securities should not be
taken as an indication of future performance, and no assurance can be given that
the prices of such securities will increase sufficiently to cause the beneficial
owners of the Securities to receive an amount in excess of the Minimum Payment
at the maturity of the Securities.
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has
17
<PAGE>
a net worth of less than $3,000,000) without making effective provision whereby
the Outstanding Senior Debt Securities will be secured equally and ratably with
such secured indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due,
18
<PAGE>
in respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not
19
<PAGE>
audit and they do not express an opinion on such interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
20
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Russell 2000(R) Index* Call Warrants
Expiring November 17, 1998
----------------
On November 20, 1995, Merrill Lynch & Co., Inc. (the "Company") issued
1,350,000 Russell 2000 Index Call Warrants Expiring November 17, 1998 (the
"Warrants"). Each Warrant will entitle the beneficial owner thereof to receive
from the Company upon exercise (including automatic exercise) an amount in U.S.
dollars computed by reference to increases in the Russell 2000 Index (the
"Index"). Such amount (the "Cash Settlement Value") will equal the product, if
positive, of $15 multiplied by the Percentage Change in the Index. The
"Percentage Change" will equal (i) the Index Spot Price minus the Index Strike
Price, divided by (ii) the Index Strike Price. The Cash Settlement Value cannot
be less than zero. The Index Strike Price equals 302.22 and the Index Spot Price
will be determined upon exercise as more fully described herein.
The Warrants will be exercisable at the option of the beneficial owner from
the date of the initial delivery of the Warrants until 1:00 p.m., New York City
time, on the fourth scheduled Index Calculation Day (as defined herein)
immediately preceding the earlier of their expiration on November 17, 1998 (the
"Expiration Date"), cancellation, or the date of their earlier expiration upon
delisting from, or permanent suspension of trading on, the American Stock
Exchange (the "AMEX") unless the Warrants are simultaneously accepted for
trading pursuant to the rules of another Self-Regulatory Organization (as
defined herein). Any Warrant not exercised at or before 1:00 p.m., New York City
time, on the fourth scheduled Index Calculation Day immediately preceding the
Expiration Date or the date of their earlier expiration will be deemed
automatically exercised on the first scheduled Index Calculation Day immediately
preceding the Expiration Date or, in the case of early expiration, on the first
scheduled Index Calculation Day immediately preceding the Early Expiration Date
(as defined herein). A beneficial owner may exercise no fewer than 100 Warrants
at any one time, except in the case of automatic exercise. The valuation of and
payment for any exercised Warrant (including automatic exercise) may be
postponed as a result of the occurrence of certain events. See "Description of
the Warrants". The Warrants will be in book-entry form and, accordingly, no
beneficial owner of Warrants will be entitled to receive a certificate
representing such Warrants.
The Warrants involve a high degree of risk, including the risk of expiring
worthless. Investors therefore should be prepared to sustain a total loss of the
purchase price of their Warrants, and are advised to carefully consider the
information under "Risk Factors" beginning on page 4 of this Prospectus,
"Description of the Warrants", "Description of the Warrants--Delisting of the
Warrants" and "The Index".
The Warrants have been listed on the AMEX under the symbol "RIM.WS".
----------------
THESE WARRANTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on a national securities exchange in the event the particular issue of
Securities has been listed on such exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
----------------
Merrill Lynch & Co.
----------------
The date of this Prospectus is ________, 1997.
*The use of, and reference to, the term "Russell 2000 Index" herein has been
consented to by Frank Russell Company.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange (the "NYSE"), the Amex, the Chicago
Stock Exchange and the Pacific Stock Exchange. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information statements
and other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Warrants shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provides investment
advisory services. Merrill Lynch Government Securities Inc. is a primary dealer
in obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
3
<PAGE>
CERTAIN IMPORTANT INFORMATION CONCERNING THE WARRANTS
A beneficial owner will receive a cash payment upon exercise only if the
Warrants have a Cash Settlement Value in excess of zero on the relevant
Valuation Date. The Warrants will be "in-the-money" (i.e., their Cash Settlement
Value will exceed zero) on the relevant Valuation Date only if, as of such date,
the value of the Index increases from the date of this Prospectus so that the
Index Spot Price is above the Index Strike Price. An increase in the level of
the Index from the date of this Prospectus will result in a greater Cash
Settlement Value for the Warrants, and a decrease in the level of the Index from
the date of this Prospectus will result in a lesser or zero Cash Settlement
Value for the Warrants. If a Warrant is not exercised prior to its expiration
and, on the Valuation Date with respect to its expiration, the value of the
Index is less than or equal to the Index Strike Price, the Warrant will expire
worthless and the beneficial owner will have sustained a total loss of the
purchase price of such Warrant. Investors therefore should be prepared to
sustain a total loss of the purchase price of their Warrants.
RISK FACTORS
The Warrants involve a high degree of risk, including the risk of expiring
worthless. Investors therefore should be prepared to sustain a total loss of the
purchase price of their Warrants. It is suggested that investors considering
purchasing the Warrants be experienced with respect to options and option
transactions and understand the risks of stock index transactions and reach an
investment decision only after carefully considering all of the risk factors set
forth in this section of this Prospectus, the suitability of the Warrants in
light of their particular circumstances and all the other information set forth
in this Prospectus.
Underlying Stocks. The underlying stocks that constitute the Index (the
"Underlying Stocks") have been issued by corporations domiciled in the U.S. and
its territories and traded on the NYSE, AMEX or in the over-the-counter market.
If a Successor Index is substituted for the Index, such Successor Index would
also be based upon stocks issued by corporations domiciled in the U.S. and its
territories and traded on the NYSE, AMEX or in the over-the-counter market.
Investments in securities indexed to the value of small capitalization companies
involve certain risks. In general, the stocks comprising the Index have smaller
market capitalizations, less trading liquidity and greater price volatility than
stocks in other larger capitalization indexes which are designed to measure the
broad movement of the U.S. stock market. These factors may adversely affect the
value of the Index and the Warrants.
The Underlying Stocks are traded on the NYSE, AMEX and in the
over-the-counter market. Certain of these markets have adopted measures intended
to prevent extreme short-term price fluctuations resulting from order
imbalances. Investors should also be aware that certain of these markets may
suspend the trading of individual stocks in certain limited and extraordinary
circumstances including, for example, unusual trading activity in that stock. As
a result, variations in the Index may be limited by price limitations on, or by
suspension of trading in, individual stocks which comprise the Index which may,
in turn, adversely affect the value of the Warrants or result in a Market
Disruption Event. See "Description of the Warrants--Extraordinary Events and
Market Disruption Events".
Exercise of Warrants. A beneficial owner may incur transaction costs in
connection with any exercise of Warrants. To the extent Warrants are exercised,
including Warrants exercised by the Underwriter or any of its affiliates, the
number of Warrants outstanding will decrease, which may result in a decrease in
the liquidity of the Warrants.
Certain Factors Affecting the Value of the Warrants. The Cash Settlement
Value of the Warrants at any time prior to expiration is typically expected to
be less than the Warrants' trading value at that time. The difference between
the trading value and the Cash Settlement Value will reflect a number of
factors, including a "time value" for the Warrants. The "time value" of the
Warrants will depend upon the length of the period remaining to expiration,
among other factors. The expiration date of the Warrants will be accelerated
should the Warrants be delisted or should their trading on the AMEX be suspended
permanently unless the Warrants simultaneously are accepted for trading pursuant
to the rules of another self-regulatory organization (a "Self-Regulatory
Organization"). Any such acceleration would result in the total loss of any
otherwise remaining "time value", and could occur when the Warrants are
out-of-the-money, thus resulting in total loss of the purchase price of the
Warrants. See "Description of the Warrants--Delisting of the Warrants". Before
exercising or selling Warrants, beneficial owners should
4
<PAGE>
carefully consider the trading value of the Warrants, the value of the Index at
the time, the time remaining to expiration and the probable range of Cash
Settlement Values and any related transaction costs.
There can be no assurance as to how the Warrants will trade in the secondary
market or whether such market will be liquid. The trading value of a Warrant is
expected to be dependent upon a number of complex interrelated factors,
including those listed below. The expected theoretical effect on the trading
value of a Warrant of each of the factors listed below, assuming in each case
that all other factors are held constant, is as follows:
(1) The Index. If the value of the Index increases, the trading value of a
Warrant is expected to increase. If the value of the Index decreases, the
trading value of a Warrant is expected to decrease. It is possible that the
trading value of a Warrant may decline even if there is an increase in the value
of the Index.
(2) The volatility of the Index. If the volatility of the Index increases,
the trading value of a Warrant is expected to increase. If such volatility
decreases, the trading value of a Warrant is expected to decrease.
(3) The time remaining to the Expiration Date of the Warrants. An index
warrant is a "wasting asset", meaning that as the time remaining to the
Expiration Date decreases, the trading value of a Warrant is expected to
decrease.
(4) Interest rates in the United States. In general, if U.S. interest rates
increase, the trading value of the Warrants is expected to increase. If U.S.
interest rates decrease, the trading value of the Warrants is expected to
decrease.
(5) Dividend rates. If dividend rates on the common stocks underlying the
Index increase, the trading value of a Warrant is expected to decrease. If
dividend rates on the common stocks underlying the Index decrease, the trading
value of a Warrant is expected to increase. Changes in the dividend rates on the
common stocks underlying the Index may affect the value of the Index and
therefore the value of the Warrants as described above.
As noted above, these hypothetical scenarios are based on the assumption that
all other factors are held constant. In reality, it is unlikely that only one
factor would change in isolation, because changes in one factor usually cause,
or result from, changes in others.
Minimum Exercise Amount. Except for cases of automatic exercise, a
beneficial owner must tender at least 100 Warrants at any one time in order to
exercise Warrants. Thus, except in cases of automatic exercise, beneficial
owners with fewer than 100 Warrants will need either to sell their Warrants or
to purchase additional Warrants, incurring transaction costs in either case, in
order to realize proceeds from their investment. At any time that a beneficial
owner must purchase additional Warrants in order to have the minimum number of
Warrants necessary to elect to exercise, such beneficial owner will be subject
to the secondary market for Warrants at the time of any such purchase, including
the risk that there may be a limited number of Warrants available in such market
at such time and the other factors affecting the secondary market discussed
above. Furthermore, such beneficial owners incur the risk that there may be
differences between the trading value of the Warrants and the Cash Settlement
Value of such Warrants.
Maximum Exercise Amount. All exercises of Warrants (other than on automatic
exercise) are subject, at the Company's option, to the limitation that not more
than 20% of the Warrants originally issued may be exercised on any Exercise Date
and not more than 10% of the Warrants originally issued may be exercised by or
on behalf of any beneficial owner, either individually or in concert with any
other beneficial owner, on any Exercise Date. If any New York Business Day would
otherwise, under the terms of the Warrant Agreement, be the Exercise Date in
respect to more than 20% of the Warrants originally issued, then at the
Company's election 20% of the Warrants originally issued (provided, however,
that no more than 10% of the Warrants originally issued shall be exercised for
the account of any beneficial owner) shall be exercised on such Exercise Date
(selected by the Warrant Agent on a pro rata basis, but if, as a result of such
pro rata selection, any beneficial owner of Warrants would be deemed to have
exercised less than 100 Warrants, as the case may be, the Warrant Agent shall
first select an additional amount of such beneficial owner's Warrants so that no
beneficial owner shall be deemed to have exercised fewer than 100 Warrants), and
the remainder of such Warrants (the "Remaining Warrants") shall be deemed
exercised on the following New York Business Day subject to successive
applications of this provision; provided that any Remaining Warrants which were
exercised on a prior Exercise Date shall be deemed exercised before any other
Warrants exercised on a subsequent Exercise Date. As a result of any such
postponed exercise, beneficial owners will receive a Cash Settlement Value
determined as of a date later than the otherwise applicable Valuation Date. In
any such case, as
5
<PAGE>
a result of any such postponement, the Cash Settlement Value actually received
by beneficial owners may be lower than the otherwise applicable Cash Settlement
Value if the Valuation Date of the Warrants had not been postponed.
Time Lag After Exercise Instructions Given. In the case of any exercise of
Warrants, there will be a time lag between the time a beneficial owner gives
instructions to exercise and the time the Index Spot Price relating to such
exercise is determined. Therefore, a beneficial owner will not be able to
determine, at the time of exercise of a Warrant, the Index Spot Price that will
be used in calculating the Cash Settlement Value of such Warrant (and will thus
be unable to determine such Cash Settlement Value). The delay will, at a
minimum, amount to several hours and could be much longer (e.g., an exercise
notice received by the Warrant Agent after 1:00 p.m. Friday would generally
result in the Index Spot Price being determined the following Monday). Any
downward movement in the level of the Index between the time a beneficial owner
of a Warrant exercises a Warrant and the time the Index Spot Price for such
exercise is determined will result in such beneficial owner receiving a Cash
Settlement Value that is less than the Cash Settlement Value anticipated by such
beneficial owner based on the level of the Index most recently reported prior to
exercise. A beneficial owner that has not exercised a Warrant prior to the
fourth scheduled Index Calculation Day preceding the Expiration Date will,
pursuant to the provision for automatic exercise, have the Index Spot Price with
respect to such Warrant determined on the deemed exercise day, if such deemed
exercise date is an Index Calculation Day, or on the immediately succeeding
Index Calculation Day, if such deemed exercise date is not an Index Calculation
Day. The value of the Index may change significantly during any such period, and
such movements could adversely affect the Cash Settlement Value of the Warrants
being exercised.
Further delay may occur if a Market Disruption Event or Extraordinary Event
has occurred, in which case the Cash Settlement Value in respect of exercised
Warrants will be calculated as of the next succeeding Index Calculation Day on
which there is no Market Disruption Event or Extraordinary Event. If the
Calculation Agent determines that on a Valuation Date a Market Disruption Event
or Extraordinary Event has occurred, the Valuation Date shall be postponed to
the first succeeding Index Calculation Day on which no Market Disruption Event
or Extraordinary Event occurs; provided that, if the Valuation Date has not
occurred on or prior to the fifth Index Business Day following an Exercise Date
because of Market Disruption Events, such fifth Index Business Day shall be the
Valuation Date regardless of whether a Market Disruption Event has occurred on
such day; provided further, however, that if an Extraordinary Event has occurred
and is continuing, and if the Extraordinary Event is expected by the Company to
continue, the Company may immediately cancel the Warrants as described below
under "Description of the Warrants--Extraordinary Events and Market Disruption
Events". During any period of delay due to a Market Disruption Event or
Extraordinary Event, the value of the Index may change significantly, and such
change may adversely affect the amount paid on any Warrants exercised during
such period.
Automatic Exercise of the Warrants upon Delisting. In the event that the
Warrants are delisted from, or permanently suspended from trading on, the AMEX
and the Warrants are not simultaneously accepted for trading pursuant to the
rules of another Self-Regulatory Organization that are filed with the Commission
under the Exchange Act, such Warrants not previously exercised will expire on
the date such delisting or trading suspension becomes effective and will be
deemed automatically exercised on the first scheduled Index Calculation Day
immediately preceding the date of such early expiration. At the applicable
Valuation Date with respect to such automatic exercise, the Warrants may be
out-of-the-money so that the Cash Settlement Value would equal zero.
Warrants Not Standardized Options Issued by the Options Clearing
Corporation. The Warrants are not standardized stock index options of the type
issued by the Options Clearing Corporation (the "OCC"), a clearing agency
regulated by the Commission. For example, unlike purchasers of OCC standardized
options who have the credit benefits of guarantees and margin and collateral
deposits by OCC clearing members to protect the OCC from a clearing member's
failure, purchasers of Warrants must look solely to the Company for performance
of its obligations to pay the Cash Settlement Value or Alternative Settlement
Amount on the exercise of Warrants. Further, the market for the Warrants is not
expected to be generally as liquid as the market for OCC standardized options.
The OCC does issue standardized stock index options in which payments, if any,
are determined based on changes in the Index.
The Warrants are unsecured contractual obligations of the Company and rank
on a parity with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt. However, given that the Company
is a holding company, the right of the Company, and hence the right of creditors
of the Company (including beneficial owners of the Warrants), to participate in
any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary,
6
<PAGE>
except to the extent that claims of the Company itself as a creditor of the
subsidiary may be recognized. In addition, dividends, loans and advances from
certain subsidiaries, including MLPF&S, to the Company are restricted by net
capital requirements under the Exchange Act, and under rules of certain
exchanges and other regulatory bodies.
Relationship to the Index. Options and warrants provide opportunities for
investment and pose risks to investors as a result of fluctuations in the value
of the underlying investment. In general, certain of the risks associated with
the Warrants are similar to those generally applicable to other options or
warrants of private corporate issuers. However, unlike options or warrants on
equities or debt securities, which are traded primarily on the basis of the
value of a single underlying security, the trading value of a Warrant is likely
to reflect primarily the extent of the appreciation, if any, of the Index.
The purchaser of a Warrant may lose his entire investment. This risk
reflects the nature of a Warrant as an asset which tends to decline in value
over time and which may, depending on the relative value of the Index, be
worthless when it expires. Assuming all other factors are held constant, the
more a Warrant is out-of-the-money and the shorter its remaining term to
expiration, the greater the risk that a purchaser of the Warrant will lose all
of his investment. This means that the purchaser of a Warrant who does not sell
it in the secondary market or exercise it prior to expiration will necessarily
lose his entire investment in the Warrant if it expires when the Index Spot
Price is less than or equal to the Index Strike Price.
The fact that Warrants may become valueless upon expiration means that, in
order to recover and realize a return upon his investment, a purchaser of a
Warrant must generally be correct about the direction, timing and magnitude of
anticipated changes in the value of the Index. If the value of the Index does
not increase to an extent sufficient to cover an investor's cost of a Warrant
(i.e., the purchase price plus transaction costs, if any) before the Warrant
expires, the investor will lose all or a part of his investment in the Warrant
upon expiration.
Suitability. The AMEX requires that Warrants be sold only to investors with
options-approved accounts and that its members and member organizations and
registered employees thereof make certain suitability determinations before
recommending transactions in Warrants. It is suggested that investors
considering purchasing Warrants be experienced with respect to options and
option transactions and understand the risks of stock index transactions and
reach an investment decision only after carefully considering, with their
advisers, the suitability of the Warrants in light of their particular
circumstances. Warrants are not suitable for persons solely dependent upon a
fixed income, for individual retirement plan accounts or for accounts under the
Uniform Gift to Minors Act. Investors should be prepared to sustain a total loss
of the purchase price of their Warrants.
Successor Index. In the event that the Index is not published by Frank
Russell Company ("FRC") but is published by another party acceptable to the
Calculation Agent, then the Index Spot Price for any date thereafter will be
determined based on the closing level of the Index as published by such third
party. If FRC or any third party discontinues publication of the Index and
publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be comparable to the Index (any such index being a
"Successor Index"), then the Index Spot Price for any date thereafter will be
determined by the Calculation Agent on behalf of the Company based on the
Successor Index on such date. If FRC or any third party makes a material change
in the formula for, or the method of calculating, the Index or any Successor
Index, the Calculation Agent shall make such calculations as may be required to
determine the applicable Cash Settlement Value using the formula and method of
calculating the Index or any Successor Index as in effect prior to such change
or modification. If FRC and/or any third party discontinues publication of the
Index and/or any Successor Index, the Calculation Agent will determine the
applicable Cash Settlement Value based on the formula and method used in
calculating the Index or any Successor Index as in effect on the date the Index
or such Successor Index was last published.
The Company and Its Affiliates. The Underwriter and its affiliates may from
time to time engage in transactions involving the Underlying Stocks for their
proprietary accounts and for other accounts under their management, which may
influence the value of such Underlying Stocks and therefore the value of the
Warrants. The Underwriter and its affiliates will also be the writers of the
hedge of the Company's obligations under the Warrants and will be obligated to
pay to the Company upon exercise of Warrants an amount equal to the value of the
exercised Warrants. Accordingly, under certain circumstances, conflicts of
interest may arise between the Underwriter's responsibilities as Calculation
Agent with respect to the Warrants and its obligations under its hedge and its
status as a subsidiary of the Company. Under certain circumstances, the duties
of the Underwriter as Calculation Agent in determining the existence of
Extraordinary Events and Market Disruption Events could conflict with the
interests of the Underwriter
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as an affiliate of the issuer of the Warrants, Merrill Lynch & Co., Inc., and
with the interests of the beneficial owners of the Warrants.
DESCRIPTION OF THE WARRANTS
General
An aggregate of 1,350,000 Russell 2000 Index Call Warrants, Expiring
November 17, 1998 (the "Warrants") were issued. The Warrants were issued under a
Warrant Agreement (the "Warrant Agreement"), dated November 27, 1995, between
the Company and Citibank, N.A., as Warrant Agent (the "Warrant Agent"). The
following statements with respect to the Warrants are summaries of the detailed
provisions of the Warrant Agreement, the form of which is filed as an exhibit to
the Registration Statement relating to the Warrants. Wherever particular
provisions of the Warrant Agreement or terms defined therein are referred to,
such provisions or definitions are incorporated by reference as a part of the
statements made, and the statements are qualified in their entirety by such
reference.
A Warrant will not require, or entitle, a beneficial owner to sell or
purchase any shares of any stock underlying the Index or any Successor Index or
any other securities to or from the Company. The Company will make only a U.S.
dollar cash settlement, if any, upon exercise of a Warrant. A beneficial owner
will not receive any interest on any Cash Settlement Value or Alternative
Settlement Amount and the Warrants will not entitle the beneficial owners
thereof to any of the rights of holders of any underlying stock or other
securities.
"Holder" means the person in whose name a certificate representing a Warrant
is registered in the records of the Warrant Agent, which, so long as the
Warrants are held in book-entry form, will be CEDE & Co.
The Warrants are exercisable commencing on the date of initial delivery of
the Warrants, as set forth under "Exercise of Warrants". The Warrants will
expire on November 17, 1998 (the "Expiration Date") or may expire on an earlier
date as described under "Automatic Exercise". Warrants not exercised at or prior
to 1:00 p.m., New York City time, on the fourth scheduled Index Calculation Day
immediately preceding the Expiration Date or earlier expiration will be deemed
automatically exercised on the first scheduled Index Calculation Day preceding
the Expiration Date or, in the case of early expiration, on the first scheduled
Index Calculation Day immediately preceding the Early Expiration Date. Warrants
cancelled upon the occurrence and continuation of an Extraordinary Event shall
be exercised as described below under "Extraordinary Events and Market
Disruption Events". The term "New York Business Day", as used herein, means any
day other than a Saturday or a Sunday or a day on which commercial banks in The
City of New York are required or authorized by law or executive order to be
closed, and "Index Business Day" means any day on which the NYSE is scheduled to
be open for trading.
The Warrants are unsecured contractual obligations of the Company and rank
on a parity with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt. However, given that the Company
is a holding company, the right of the Company, and hence the right of creditors
of the Company (including beneficial owners of the Warrants), to participate in
any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange, and
under rules of certain exchanges and other regulatory bodies.
Cash Settlement Value
The Cash Settlement Value of an exercised Warrant is an amount stated in
U.S. dollars that results from the following formula:
Percentage Change x $15
The "Percentage Change" will equal the following amount:
Index Spot Price-Index Strike Price
-----------------------------------
Index Strike Price
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The "Index Spot Price" relating to any Exercise Date will be determined by
MLPF&S (the "Calculation Agent") on the Valuation Date relating to such Exercise
Date.
The "Index Strike Price" equals 302.22.
The "Index" means the Russell 2000 Index, as presently calculated and
disseminated by FRC, except as otherwise provided herein. See "Description of
the Warrants--The Index".
The Cash Settlement Value will be rounded, if necessary, to the nearest cent
(with one-half cent being rounded upwards).
Set forth below are illustrations of the Cash Settlement Values for Warrants
at exercise based upon various hypothetical percentage changes in the value of
the Index. The Index Percentage Change on Valuation Date column indicates the
percentage increase or decrease in the value of the Index Spot Price as compared
to the Index Strike Price at the time of exercise. The actual Cash Settlement
Value of a Warrant will depend entirely on the actual Index Percentage Change on
the applicable Valuation Date relating to the Exercise Date. The illustrative
Cash Settlement Values in the table do not reflect any "time value" for a
Warrant, which may be reflected in trading value, and are not necessarily
indicative of potential profit or loss, which are also affected by purchase
price and transaction costs.
Call Warrant
Cash Settlement
Index Percentage Change on Valuation Date Value
----------------------------------------- ---------------
50% increase.................................................... $7.50
45% increase.................................................... 6.75
40% increase.................................................... 6.00
35% increase.................................................... 5.25
30% increase.................................................... 4.50
25% increase.................................................... 3.75
20% increase.................................................... 3.00
15% increase.................................................... 2.25
10% increase.................................................... 1.50
5% increase..................................................... 0.75
No change....................................................... 0.00
5% decrease..................................................... 0.00
10% decrease.................................................... 0.00
15% decrease.................................................... 0.00
20% decrease.................................................... 0.00
25% decrease.................................................... 0.00
30% decrease.................................................... 0.00
35% decrease.................................................... 0.00
40% decrease.................................................... 0.00
45% decrease.................................................... 0.00
50% decrease.................................................... 0.00
Book-Entry Procedures and Settlement
The Warrants are represented by one registered global Warrant (a "Global
Warrant"). The Global Warrant will be deposited with, or on behalf of, The
Depository Trust Company, as Securities Depository (the "Securities Depository"
or "DTC"), and registered in the name of the Securities Depository or a nominee
thereof. Unless and until the Global Warrant is exchanged in whole or in part
for Warrants in definitive form in the limited circumstances described below,
such Global Warrant may not be transferred except as a whole by the Securities
Depository to a nominee of such Securities Depository or by a nominee of such
Securities Depository to such
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Securities Depository or another nominee of such Securities Depository or by
such Securities Depository or any such nominee to a successor of such Securities
Depository or a nominee of such successor. Morgan Guaranty Trust Company of New
York, Brussels office, as operator for the Euroclear System ("Euroclear") and
Cedel Bank, societe anonyme ("Cedel") will hold interests in the Global Warrant
on behalf of their participants through the facilities of DTC.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Laws
of the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Securities Depository's
participants include securities brokers and dealers (including the Underwriter),
banks, trust companies, clearing corporations, and certain other organizations,
some of whom (and/or their representatives) own the Securities Depository.
Access to the Securities Depository book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. Persons who are not participants may beneficially own securities
held by the Securities Depository only through participants.
Ownership of beneficial interests in the Warrants will be limited to persons
that have accounts with the Securities Depository ("Agent Members") or persons
that may hold interests through Agent Members. The Securities Depository has
advised the Company that upon the issuance of the Global Warrant representing
the Warrants, the Securities Depository will credit, on its book-entry
registration and transfer system, the Agent Members' accounts with the
respective number of Warrants represented by such Global Warrant. Ownership of
beneficial interests in the Global Warrant will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Agent Members) and on
the records of Agent Members (with respect to interests of persons held through
Agent Members). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in the Global Warrant.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Warrant, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Warrants
represented by the Global Warrant for all purposes under the Warrant Agreement.
Except as provided below, owners of beneficial interests in the Global Warrant
will not be entitled to have the Warrants represented by such Global Warrant
registered in their names, will not receive or be entitled to receive physical
delivery of such Warrants in definitive form and will not be considered the
owners or Holders thereof under the Warrant Agreement. Accordingly, each person
owning a beneficial interest in the Global Warrant must rely on the procedures
of the Securities Depository and, if such person is not an Agent Member, on the
procedures of the Agent Member through which such person owns its interest, to
exercise any rights of a beneficial owner under the Warrant Agreement. The
Company understands that under existing industry practices, in the event that
the Company requests any action of Holders or that an owner of a beneficial
interest in the Global Warrant desires to give or take any action which a
beneficial owner is entitled to give or take under the Warrant Agreement, the
Securities Depository would authorize the Agent Members holding the relevant
beneficial interests to give or take such action, and such Agent Members would
authorize beneficial owners owning through such Agent Members to give or take
such action or would otherwise act upon the instructions of beneficial owners
through them.
The Cash Settlement Value payable upon exercise of Warrants registered in
the name of the Securities Depository or its nominee will be paid by the Warrant
Agent to the Agent Members or, in the case of automatic exercise, to the
Securities Depository. None of the Company, the Warrant Agent or any other agent
of the Company or agent of the Warrant Agent will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Warrant Agent, upon the receipt of any payment of the Cash Settlement Value in
respect of any portion of the Global Warrant, will pay the relevant Agent Member
in an amount proportionate to its beneficial interest in such Global Warrant
being exercised and that such Agent Member will credit the accounts of the
beneficial owners of such Warrants. The Company expects that the Securities
Depository, in the case of automatic exercise, upon receipt of any payment of
the Cash Settlement Value in respect
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of all or any portion of the Global Warrant, will credit the accounts of the
Agent Members with payment in amounts proportionate to their respective
beneficial interests in the portion of such Global Warrant so exercised, as
shown on the records of the Securities Depository. The Company also expects that
payments by Agent Members to owners of beneficial interests in the Global
Warrant will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name", and will be the responsibility of
such Agent Members. It is suggested that purchasers of Warrants with accounts at
more than one brokerage firm effect transactions in the Warrants, including
exercises, only through the brokerage firm or firms which hold that purchaser's
Warrants.
If the Securities Depository is at any time unwilling or unable to continue
as depository and a successor Securities Depository is not appointed by the
Company within 90 days or if the Company is subject to certain events in
bankruptcy, insolvency or reorganization, the Company will issue Warrants in
definitive form in exchange for the Global Warrant. In addition, the Company may
at any time determine not to have the Warrants represented by the Global Warrant
and, in such event, will issue Warrants in definitive form in exchange for the
Global Warrant. In any such instance, an owner of a beneficial interest in the
Global Warrant will be entitled to have a number of Warrants equivalent to such
beneficial interest registered in its name and will be entitled to physical
delivery of such Warrants in definitive form.
Cedel and Euroclear. Beneficial owners may hold their interests in Warrants
through Cedel or Euroclear if they are participants of such systems, or
indirectly through organizations which are participants in such systems. Cedel
and Euroclear will hold omnibus positions on behalf of their participants
through the facilities of DTC. All securities in Cedel or Euroclear are held on
a fungible basis without attribution of specific certificates to specific
securities clearance accounts.
Exercises of Warrants by persons holding through Cedel or Euroclear
participants will be effected through DTC, in accordance with DTC rules, on
behalf of the relevant European international clearing system by its depositary;
however, such transactions will require delivery of exercise instructions to the
relevant European international clearing system by the participant in such
system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system
will, if the exercise meets its requirements, deliver instructions to its
depositary to take action to effect its exercise of the Warrants on its behalf
by delivering Warrants through DTC and receiving payment in accordance with its
normal procedures for next-day funds settlement. Payments with respect to the
Warrants held through Cedel or Euroclear will be credited to the cash accounts
of Cedel participants or Euroclear participants in accordance with the relevant
system's rules and procedures, to the extent received by its depositary. See
"Exercise and Settlement of Warrants" herein.
Cedel is incorporated under the laws of Luxembourg as a professional
depository. Cedel holds securities for its participating organizations and
facilitates the clearance and settlement of securities transactions between
Cedel participants through electronic book-entry changes in accounts of Cedel
participants, thereby eliminating the need for physical movement of
certificates. Transactions may be settled in Cedel in any of 28 currencies,
including U.S. dollars. Cedel provides to its participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Cedel
interfaces with domestic markets in several countries. As a professional
depository, Cedel is subject to regulation by the Luxembourg Monetary Institute.
Cedel participants are recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations and include an affiliate
of the Underwriter. Indirect access to Cedel is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Cedel participant, either directly or indirectly.
The Euroclear System was created in 1968 to hold securities for participants
in the Euroclear System and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and cash.
Transactions may now be settled in any of 27 currencies, including U.S. dollars.
The Euroclear System includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements of cross-market transfers with DTC
described above. The Euroclear System is operated by the Brussels, Belgium
office of Morgan Guaranty Trust Company of New York (the "Euroclear Operator")
under contract with Euroclear Clearance System S.C., a Belgium cooperative
corporation (the "Cooperative"). Morgan Guaranty Trust Company of New York
("Morgan")
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is a member bank of the United States Federal Reserve System. All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not the Cooperative. The Cooperative establishes policy for the Euroclear System
on behalf of Euroclear participants. Euroclear participants include banks
(including central banks), securities brokers and dealers and other professional
financial intermediaries and include an affiliate of the Underwriter. Indirect
access to the Euroclear System is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of
securities and cash from the Euroclear System, and receipt of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certificates
to specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear participants and has no record
of or relationship with persons holding through Euroclear participants.
All information herein on Cedel and Euroclear is derived from Cedel or
Euroclear, as the case may be, and reflects the policies of such organizations;
such policies are subject to change without notice.
Exercise and Settlement of Warrants
The Warrants are immediately exercisable, subject to postponement upon the
occurrence of an Extraordinary Event or a Market Disruption Event as described
under "Extraordinary Events and Market Disruption Events" herein, and will
expire on November 17, 1998 (the "Expiration Date"). Warrants not exercised
(including by reason of any such postponed exercise) at or before 1:00 p.m., New
York City time, on the earlier of (i) the fourth scheduled Index Calculation Day
immediately preceding the Expiration Date and (ii) the Early Expiration Date,
will be automatically exercised as described under "Automatic Exercise" below,
subject to earlier cancellation as described below under "Extraordinary Events
and Market Disruption Events". See "Minimum Exercise Amount" and "Maximum
Exercise Amount" below.
A beneficial owner may exercise the Warrants on any New York Business Day
during the period from the date of the initial delivery of the Warrants until
1:00 p.m., New York City time, on the earlier of (i) the fourth scheduled Index
Calculation Day immediately preceding the Expiration Date and (ii) the Early
Expiration Date, by causing (x) such Warrants to be transferred free to the
Warrant Agent on the records of DTC and (y) a duly completed and executed
Exercise Notice to be delivered by an Agent Member on behalf of the beneficial
owner to the Warrant Agent. Forms of Exercise Notice may be obtained from the
Warrant Agent at the Warrant Agent's Office. The Warrant Agent's telephone
number and facsimile transmission number for this purpose are (201) 262-5444 and
(201) 262-7521, respectively.
In the case of Warrants held through the facilities of Cedel or Euroclear, a
beneficial owner may exercise such Warrants on any New York Business Day during
the period from the date of initial delivery of the Warrants until 1:00 p.m.,
New York City time, on the earlier of (i) the fourth scheduled Index Calculation
Day immediately preceding the Expiration Date and (ii) the Early Expiration Date
by causing (x) such Warrants to be transferred to the Warrant Agent, by giving
appropriate instructions to the participant holding such Warrants in either the
Cedel or Euroclear system, as the case may be, and (y) a duly completed and
executed Exercise Notice to be delivered on behalf of the beneficial owner by
Cedel, in the case of Warrants held through Cedel, or such participant, in the
case of Warrants held through Euroclear, to the Warrant Agent. Forms of Exercise
Notice for Warrants held through the facilities of either Cedel or Euroclear may
be obtained from the Warrant Agent at the Warrant Agent's Office or from Cedel
or Euroclear.
Except for Warrants subject to automatic exercise or held through the
facilities of Cedel or Euroclear, the "Exercise Date" for a Warrant will be (i)
the New York Business Day on which the Warrant Agent receives the Warrant and
Exercise Notice in proper form with respect to such Warrant, if received at or
prior to 1:00 p.m., New York City time, on such day, or (ii) if the Warrant
Agent receives such Warrant and Exercise Notice after 1:00 p.m.,
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New York City time, on a New York Business Day, then the first New York Business
Day following such New York Business Day.
In the case of Warrants held through the facilities of Cedel or Euroclear,
except for Warrants subject to automatic exercise, the "Exercise Date" for a
Warrant will be (i) the New York Business Day on which the Warrant Agent
receives the Exercise Notice in proper form with respect to such Warrant if such
Exercise Notice is received at or prior to 1:00 p.m., New York City time, on
such day, provided that the Warrant is received by the Warrant Agent by 1:00
p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent
receives such Exercise Notice after 1:00 p.m., New York City time, on a New York
Business Day, then the first New York Business Day following such New York
Business Day, provided that the Warrant is received by 1:00 p.m., New York City
time, on the Valuation Date relating to exercises of Warrants on such succeeding
New York Business Day. In the event that the Warrant is received after 1:00
p.m., New York City time, on the Valuation Date, then the Exercise Date for such
Warrants will be the first New York Business Day following the day on which such
Warrants are received. If a beneficial owner of Warrants held through the
facilities of Cedel or Euroclear has exercised Warrants by delivering an
Exercise Notice in proper form with respect to such Warrants and the Valuation
Date is expected not to be a New York Business Day, such beneficial owner should
make arrangements so that the Warrants are delivered prior to such Valuation
Date in order to ensure that the Exercise Date for such Warrants is not
postponed as described above. In the case of Warrants held through the
facilities of Cedel or Euroclear, in order to ensure proper exercise on a given
New York Business Day, participants in Cedel or Euroclear must submit exercise
instructions to Cedel or Euroclear, as the case may be, by 10:00 a.m.,
Luxembourg time, in the case of Cedel and by 10:00 a.m., Brussels time (by
telex), or 11:00 a.m., Brussels time (by EUCLID), in the case of Euroclear. In
addition, in the case of book-entry exercises by means of the Euroclear System,
(i) participants must also transmit, by facsimile (facsimile number (201)
262-7521), to the Warrant Agent a copy of the Exercise Notice submitted to
Euroclear by 1:00 p.m., New York City time, on the desired Exercise Date and
(ii) Euroclear must confirm by telex to the Warrant Agent by 9:00 a.m., New York
City time, on the Valuation Date, that the Warrants will be received by the
Warrant Agent on such date; provided, that if such telex communication is
received after 9:00 a.m., New York City time, on the Valuation Date, the Company
will be entitled to direct the Warrant Agent to reject the related Exercise
Notice or waive the requirement for timely delivery of such telex communication.
To ensure that an Exercise Notice and the related Warrants will be delivered
to the Warrant Agent before 1:00 p.m., New York City time, on a given New York
Business Day, a beneficial owner may need to give exercise instructions to his
broker or other intermediary substantially earlier than 1:00 p.m., New York City
time, on such day or even on the prior New York Business Day. Different
brokerage firms may have different cut-off times for accepting and implementing
exercise instructions from their customers. Therefore, beneficial owners should
consult with their brokers and other intermediaries, if applicable, as to
applicable cut-off times and other exercise mechanics.
Except in the case of Warrants subject to automatic exercise and for
Warrants that upon exercise will entitle the Holder thereof to receive an
Alternative Settlement Amount in lieu of the Cash Settlement Amount, if on any
Valuation Date the Cash Settlement Amount for any Warrants would be zero, then
the attempted exercise of any such Warrants will be void and of no effect. Such
Warrants will be transferred back to the Agent Member that submitted them free
on the records of DTC and, in any such case, such beneficial owner will be
permitted to re-exercise such Warrants as described herein.
The "Valuation Date" for a Warrant will be the applicable Exercise Date, if
such Exercise Date is an Index Calculation Day, or the immediately succeeding
Index Calculation Day, if such Exercise Date is not an Index Calculation Day,
subject to postponement upon the occurrence of an Extraordinary Event or a
Market Disruption Event as described below under "Extraordinary Events and
Market Disruption Events" or as a result of the exercise of a number of Warrants
exceeding the limits on exercise described below under "Maximum Exercise
Amount". "Index Calculation Day" means any day on which the NYSE is open for
trading and the Index or a Successor Index, if any, is calculated and published.
The following is an illustration of the timing of an Exercise Date and the
Valuation Date, assuming (i) that all relevant dates are New York Business Days
and Index Calculation Days, (ii) the absence of any intervening Extraordinary
Event or Market Disruption Event and (iii) the number of exercised Warrants does
not exceed the maximum permissible amount. If the Warrant Agent receives a
beneficial owner's Warrants and Exercise Notice in proper form at or prior to
1:00 p.m., New York City time, on Thursday, December 7, 1995, the Exercise Date
for such Warrants will be Thursday, December 7th and the Valuation Date for such
Warrants will be Thursday, December 7th (except that in the case of Warrants
held through the facilities of Cedel or Euroclear, the Warrants must be received
by 1:00 p.m., New York City time, on the Valuation Date; if such
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Warrants are received after such time, then the Exercise Date for such Warrants
will be the day on which such Warrants are received or, if such day is not a New
York Business Day, the next succeeding New York Business Day, and the Valuation
Date for such Warrants will be the Exercise Date, if it is an Index Calculation
Day, or the first Index Calculation Day following such Exercise Date, if such
Exercise Date is not an Index Calculation Day).
Following receipt of Warrants and the related Exercise Notice in proper
form, the Warrant Agent will, not later than 10:00 a.m., New York City time, on
the New York Business Day following the applicable Valuation Date (i) obtain the
Index Spot Price from the Calculation Agent, (ii) determine the Cash Settlement
Value of such Warrants and (iii) advise the Company of the aggregate Cash
Settlement Value of the exercised Warrants. The Company will be required to make
available to the Warrant Agent, no later than 3:00 p.m., New York City time, on
the fourth New York Business Day following the Valuation Date, funds in an
amount sufficient to pay such aggregate Cash Settlement Value. If the Company
has made such funds available by such time, the Warrant Agent will thereafter be
responsible for making funds available to each appropriate Agent Member
(including Citibank, N.A. and Morgan as custodians for Cedel and Euroclear,
respectively, who, in turn, will disburse payments to Cedel and Euroclear, as
the case may be, who will be responsible for disbursing such payments to each of
their respective participants, who, in turn, will be responsible for disbursing
payments to the beneficial owner it represents), and such participant will be
responsible for disbursing such payments to the beneficial owner it represents
and to each brokerage firm for which it acts as agent. Each such brokerage firm
will be responsible for disbursing funds to the beneficial owners it represents.
The "Index Spot Price" for any Valuation Date on or prior to the fourth
Index Calculation Day preceding the Expiration Date will equal the closing value
of the Index, or, if applicable, the Successor Index, in New York on such date
and for any Valuation Date after the fourth Index Calculation Day preceding the
Expiration Date will equal the opening value of the Index, or, if applicable,
the Successor Index, in New York on such date as calculated by the Calculation
Agent using opening prices for the underlying stocks that constitute the Index
or Successor Index, as applicable. Since the opening value of the Index as
reported by FRC or a Successor Index published by its distributor will not
reflect the opening prices for the underlying stocks that constitute the Index
or Successor Index, the Calculation Agent will calculate an opening value for
the Index or Successor Index using the same method then used to calculate the
Index or Successor Index and such opening prices.
"Calculation Agent" means MLPF&S or, in lieu thereof, another firm selected
by the Company to perform the functions of the Calculation Agent in connection
with the Warrants. The Calculation Agent is obligated to carry out its duties
and functions as Calculation Agent in good faith and using its reasonable
judgment. However, MLPF&S, in its capacity as Calculation Agent, will have no
obligation to take the interests of the Company or the beneficial owners into
consideration in the event it determines, composes or calculates the Cash
Settlement Value or Alternative Settlement Amount. The Calculation Agent and its
affiliates may from time to time engage in transactions involving the Underlying
Stocks for their proprietary accounts and for other accounts under their
management, which may influence the value of such Underlying Stocks. The
Calculation Agent and its affiliates will also be the writers of the hedge of
the Company's obligations under the Warrants and will be obligated to pay to the
Company upon exercise of the Warrants an amount equal to the value of the
Warrants. Accordingly, under certain circumstances, conflicts of interest may
arise between the Calculation Agent's responsibilities as Calculation Agent with
respect to the Warrants and its obligations under its hedge and its status as a
subsidiary of the Company. In addition, because the Calculation Agent is an
affiliate of the Company, certain conflicts of interest may arise in connection
with the Calculation Agent performing its role as Calculation Agent. The
Calculation Agent, as a registered broker-dealer, is required to maintain
policies and procedures regarding the handling and use of confidential
proprietary information, and such policies and procedures will be in effect
throughout the term of the Warrants to restrict the use of information relating
to any calculation of the Cash Settlement Value prior to its dissemination.
Automatic Exercise
All Warrants for which the Warrant Agent has not received a valid Exercise
Notice at or prior to 1:00 p.m., New York City time, or for which the Warrant
Agent has received a valid Exercise Notice but with respect to which timely
delivery of the relevant Warrant has not been made, together with any Warrants
the Valuation Date for which has at such time been postponed as described under
"Extraordinary Events and Market Disruption Events" below, on (i) the fourth
scheduled Index Calculation Day immediately preceding the Expiration Date, or
(ii) the close of business on the New York Business Day on which the Warrants
are delisted from, or permanently suspended from trading on, the AMEX and the
Warrants are not simultaneously accepted for trading pursuant to the rules of
another
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<PAGE>
Self-Regulatory Organization (the "Early Expiration Date") will be deemed
automatically exercised on the first scheduled Index Calculation Day immediately
preceding such Expiration Date or Early Expiration Date, as the case may be
(such first scheduled Index Calculation Day will be deemed the Exercise Date),
and the Cash Settlement Value, if any (determined as provided under "Exercise
and Settlement of Warrants"), of such automatically exercised Warrants will be
paid and settlement shall otherwise occur as described under "Book-Entry
Procedures and Settlement" and "Exercise and Settlement of Warrants". The
Company will notify Holders as soon as practicable of such delisting or trading
suspension. The Company agreed in the Warrant Agreement that it will not seek
delisting of the Warrants or suspension of their trading on the AMEX.
In the event the Warrants are canceled by the Company because of the
continuance of an Extraordinary Event as described under "Extraordinary Events
and Market Disruption Events" below, Warrants not previously exercised shall be
automatically exercised on the basis that the Valuation Date for such Warrants
shall be the Cancellation Date, and the Alternative Settlement Amount of such
automatically exercised Warrants will be paid on the fourth New York Business
Day following such Valuation Date. Settlement shall otherwise occur as described
under "Book-Entry Procedures and Settlement" and "Exercise and Settlement of
Warrants".
Minimum Exercise Amount
No fewer than 100 Warrants may be exercised by or on behalf of a beneficial
owner at any one time, except in the case of automatic exercise or exercise upon
cancellation of the Warrants as described under "Extraordinary Events and Market
Disruption Events" below. Accordingly, except in the case of automatic exercise
of the Warrants or upon cancellation of the Warrants, beneficial owners with
fewer than 100 Warrants, as the case may be, will need either to sell their
Warrants or to purchase additional Warrants, thereby incurring transaction
costs, in order to realize proceeds from their investment. Warrants held through
one Agent Member (including participants in Cedel or Euroclear) may not be
combined with Warrants held through another Agent Member in order to satisfy the
minimum exercise requirement.
Maximum Exercise Amount
All exercises of Warrants (other than on automatic exercise) are subject, at
the Company's option, to the limitation that not more than 20% of the Warrants
originally issued (provided, however, that no more than 10% of the Warrants
originally issued shall be exercised for the account of any beneficial owner)
may be exercised on any Exercise Date and not more than 10% of the Warrants
originally issued may be exercised by or on behalf of any beneficial owner,
either individually or in concert with any other beneficial owner, on any
Exercise Date. If any New York Business Day would otherwise, under the terms of
the Warrant Agreement, be the Exercise Date in respect to more than 20% of the
Warrants originally issued, then at the Company's election, 20% of the Warrants
originally issued (provided, however, that no more than 10% of the Warrants
originally issued shall be exercised for the account of any beneficial owner)
shall be deemed exercised on such Exercise Date (selected by the Warrant Agent
on a pro rata basis, but if, as a result of such pro rata selection, any
beneficial owner of Warrants would be deemed to have exercised fewer than 100
Warrants, then the Warrant Agent shall first select an additional amount of such
beneficial owner's Warrants so that no beneficial owner shall be deemed to have
exercised fewer than 100 Warrants), and the remainder of such warrants (the
"Remaining Warrants") shall be deemed exercised on the following New York
Business Day (subject to successive applications of this provision); provided
that any Remaining Warrants for which an Exercise Notice was delivered on a
given Exercise Date shall be deemed exercised before any other Warrants for
which an Exercise Notice was delivered on a later Exercise Date. If any
beneficial owner attempts to exercise more than 10% of the Warrants originally
issued on any New York Business Day, then, at the Company's election, 10% of
such Warrants shall be deemed exercised on such New York Business Day and the
remainder shall be deemed exercised on the following New York Business Day
(subject to successive applications of this provision). As a result of any
postponed exercise as described above, such beneficial owners will receive a
Cash Settlement Value determined as of a date later than the otherwise
applicable Valuation Date. In any such case, as a result of any such
postponement, the Cash Settlement Value actually received by such beneficial
owners may be lower than the otherwise applicable Cash Settlement Value if the
Valuation Date of the Warrants had not been postponed.
Successor Index
15
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If FRC discontinues publication of the Index and FRC or another entity
publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be comparable to the Index (any such index being
referred to herein as a "Successor Index"), then, upon the Calculation Agent's
notification of such determination to the Warrant Agent and the Company, the
Calculation Agent will substitute the Successor Index as calculated by FRC or
such other entity for the Index and calculate the Cash Settlement Value upon an
exercise as described above. Upon any selection by the Calculation Agent of a
Successor Index, the Company shall promptly give notice to the beneficial owners
by publication in a United States newspaper with a national circulation
(currently expected to be The Wall Street Journal), within three New York
Business Days of such selection.
If FRC discontinues publication of the Index and a Successor Index is not
selected by the Calculation Agent or is no longer published on any Valuation
Date, the value to be substituted for the Index for any Valuation Date used to
calculate the Cash Settlement Value upon exercise will be a value computed by
the Calculation Agent on each Valuation Date in accordance with the procedures
last used to calculate the Index prior to such discontinuance.
If a Successor Index is selected or the Calculation Agent calculates a value
as a substitute for the Index, such Successor Index or value shall be
substituted for the Index for all purposes, including for purposes of
determining whether a Market Disruption Event or Extraordinary Event exists. If
the Calculation Agent calculates a value as a substitute for the Index, "Index
Calculation Day" shall mean any day on which the Calculation Agent is able to
calculate such value.
If at any time the method of calculating the Index or any Successor Index,
as the case may be, or the value thereof, is changed in a material respect, or
if the Index is in any other way modified so that such Index does not, in the
opinion of the Calculation Agent, fairly represent the value of the Index had
such changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
Valuation Date, make such adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a calculation of a
value of a stock index comparable to the Index or any Successor Index, as the
case may be, as if such changes or modifications had not been made, and
calculate such Closing Index Value with reference to the Index or any Successor
Index, as the case may be, as adjusted. Accordingly, if the method of
calculating the Index or any Successor Index, as the case may be, is modified so
that the value of such Index or such Successor Index is a fraction or a multiple
of what it would have been if it had not been modified (e.g., due to a split in
the Index), the Calculation Agent shall adjust the Index in order to arrive at a
value of the Index or such Successor Index as if it had not been modified (e.g.,
as if such split had not occurred).
Extraordinary Events and Market Disruption Events
Extraordinary Events. The Warrant Agreement provides that if the Calculation
Agent determines that an Extraordinary Event has occurred and is continuing on
the Index Business Day with respect to which the Index Spot Price on a Valuation
Date is to be determined (the "Applicable Index Business Day"), then the Cash
Settlement Value in respect of an exercise shall be calculated on the basis that
the Valuation Date shall be the next Index Calculation Day following an
Applicable Index Business Day on which there is no Extraordinary Event or Market
Disruption Event; provided that if a Valuation Date has not occurred on or prior
to the Expiration Date or the Early Expiration Date, the Holders will receive
the Alternative Settlement Amount in lieu of the Cash Settlement Value which
shall be calculated as if the Warrants had been cancelled on the Expiration Date
or the Early Expiration Date, as the case may be. The Company shall promptly
give notice to the beneficial owners by publication in a United States newspaper
with a national circulation (currently expected to be The Wall Street Journal),
if an Extraordinary Event shall have occurred.
"Extraordinary Event" means any of the following events:
(i) a suspension or absence of trading on the NYSE, AMEX or the
over-the-counter market of all the Underlying Stocks which then comprise the
Index or a Successor Index;
(ii) the enactment, publication, decree or other promulgation of any
statute, regulation, rule or order of any court or any other U.S. or non-U.S.
governmental authority that would make it unlawful for the Company to perform
any of its obligations under the Warrant Agreement or the Warrants; or
16
<PAGE>
(iii) any outbreak or escalation of hostilities or other national or
international calamity or crises (including, without limitation, natural
calamities that in the reasonable opinion of the Calculation Agent may
materially and adversely affect the economy of the United States or the trading
of securities generally on the NYSE, AMEX or the over-the-counter market) that
has or will have a material adverse effect on the ability of the Company to
perform its obligations under the Warrants or to modify the hedge of its
position with respect to the Index or the Underlying Stocks.
For the purposes of determining whether an Extraordinary Event has occurred:
(1) a limitation on the hours or number of days of trading on an exchange will
not constitute an Extraordinary Event if it results from an announced change in
the regular business hours of such exchange and (2) an "absence of trading" on
an exchange will not include any time when such exchange itself is closed for
trading under ordinary circumstances.
If the Calculation Agent determines that an Extraordinary Event has occurred
and is continuing, and if the Extraordinary Event is expected by the Calculation
Agent to continue, the Company may immediately cancel all outstanding Warrants
by notifying the Warrant Agent of such cancellation (the date such notice is
given being the "Cancellation Date"), and each beneficial owner's rights under
the Warrants and the Warrant Agreement shall thereupon cease; provided that each
Warrant shall be automatically exercised on the basis that the Valuation Date
for such Warrant shall be the Cancellation Date, if the Cancellation Date is an
Index Calculation Day, or the immediately succeeding Index Calculation Day, if
the Cancellation Date is not an Index Calculation Day, and the beneficial owner
of each such Warrant will receive, in lieu of the Cash Settlement Value of such
Warrant, an amount (the "Alternative Settlement Amount"), determined by the
Calculation Agent, which is the greater of (i) the average of the last sale
prices, as available, of the Warrants on the AMEX (or any successor securities
exchange on which the Warrants are listed) on the 30 trading days preceding the
date on which such Extraordinary Event was declared; provided that, if the
Warrants were not traded on the AMEX (or such successor securities exchange) on
at least 20 of such trading days, no effect will be given to this clause (i) for
the purpose of determining the Alternative Settlement Amount, and (ii) the
amount "X" calculated using the formula set forth below:
X = I + [ T x A ]
--- ---
2 B
where
I = The Cash Settlement Value of the Warrants determined as described under
"Cash Settlement Value" above, but subject to the following modifications:
(1) if the Cancellation Date for such Warrants is a date on which the Index
or a Successor Index is calculated and published, for the purpose of determining
such Cash Settlement Value, the Index Spot Price will be determined as of such
Cancellation Date except that, if the Index Spot Price as of such day is less
than 90% of the Index Spot Price as of the immediately preceding Index
Calculation Day, then the Index Spot Price will be deemed to be 90% of the Index
Spot Price on such preceding Index Calculation Day; or
(2) if the Cancellation Date for such Warrants is a date on which the Index
or a Successor Index is not calculated or published, for the purpose of
determining such Cash Settlement Value, the Index Spot Price will be deemed to
be the lesser of (i) the Index Spot Price as of the first Index Calculation Day
immediately preceding the Cancellation Date except that, if the Index Spot Price
as of such day is less than 90% of the Index Spot Price as of the second Index
Calculation Day immediately preceding such Cancellation Date, 90% of the Index
Spot Price as of such second Index Calculation Day and (ii) the arithmetic
average of four amounts, being (a) the Index Spot Price at each of the three
successive Index Calculation Days immediately preceding the Cancellation Date
and (b) the Index Spot Price at the next Index Calculation Day, provided that if
an Extraordinary Event continues for 30 consecutive days immediately following
such Cancellation Date, then the Calculation Agent shall calculate an amount
which, in its reasonable opinion, fairly reflects the value of the Underlying
Stocks on the Index Calculation Day immediately following such Cancellation Date
which, subject to approval by the Company (such approval not to be unreasonably
withheld), shall for purposes of calculating the amount under this clause
(2)(ii) be treated as the figure arrived at under clause (2)(ii)(b) above;
T = U.S.$3.15, the initial offering price per Warrant;
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<PAGE>
A = the total number of days from but excluding the Cancellation Date for
such Warrants to and including the Expiration Date; and
B = the total number of days from but excluding the date the Warrants were
initially sold to and including the Expiration Date.
For the purposes of determining "I" in the above formula, in the event that
the Calculation Agent and the Company are required to have, but have not, after
good faith consultation with each other and within five days following the first
day upon which such Alternative Settlement Amount may be calculated in
accordance with the above formula, agreed upon a figure under clause (2)(ii)(b)
which fairly reflects the value of the Underlying Stocks on the Cancellation
Date, then the Calculation Agent shall promptly nominate a third party, subject
to approval by the Company (such approval not to be unreasonably withheld), to
determine such figure and calculate the Alternative Settlement Amount in
accordance with the above formula. Such party shall act as an independent expert
and not as an agent of the Company or the Calculation Agent, and its calculation
and determination of the Alternative Settlement Amount shall, absent manifest
error, be final and binding on the Company, the Warrant Agent, the Calculation
Agent and the Holders. Any such calculations will be made available to Holders
for inspection at the Warrant Agent's Office. Neither the Company nor such third
party shall have any responsibility for good faith errors or omissions in
calculating the Alternative Settlement Amount. Under certain circumstances, the
duties of MLPF&S as Calculation Agent in determining the existence of
Extraordinary Events could conflict with the interests of MLPF&S as an affiliate
of the issuer of the Warrants, Merrill Lynch & Co., Inc.
Market Disruption Events. If the Calculation Agent determines that on a
Valuation Date a Market Disruption Event has occurred and is continuing, the
Valuation Date shall be postponed to the first succeeding Index Calculation Day
on which no Market Disruption Event occurs; provided that, if the Valuation Date
has not occurred on or prior to the fifth Index Business Day following an
Exercise Date because of Market Disruption Events, the Calculation Agent shall,
on such fifth Index Business Day, calculate an amount which, in its reasonable
opinion, fairly reflects the value of the Underlying Stocks on such day in order
to determine the Cash Settlement Value.
"Market Disruption Event" means with respect to any Valuation Date the
occurrence or existence during the one-half hour period that ends at the
determination of the Closing Index Value for such Index Business Day of:
(i) a suspension, material limitation or absence of trading on the NYSE,
AMEX or the over-the-counter market of 20% or more of the Underlying Stocks
which then comprise the Index or a Successor Index during the one-half hour
period preceding the close of trading on the applicable exchange; or
(ii) the suspension or material limitation on the Chicago Board Options
Exchange (the "CBOE"), Chicago Mercantile Exchange (the "CME") or any other
major futures or securities market of trading in futures or options contracts
related to the Index or a Successor Index during the one-half hour period
preceding the close of trading on the applicable exchange.
For the purposes of determining whether a Market Disruption Event has
occurred: (i) a limitation on the hours or number of days of trading will not
constitute a Market Disruption Event if it results from an announced change in
the regular business hours of the relevant exchange, (ii) a decision to
permanently discontinue trading in the relevant futures or options contract will
not constitute a Market Disruption Event, (iii) a suspension in trading in a
futures or options contract on the Index by a major securities market by reason
of (a) a price change violating limits set by such securities market, (b) an
imbalance of orders relating to such contracts or (c) a disparity in bid and ask
quotes relating to such contracts will constitute a suspension or material
limitation of trading in futures or options contracts related to the Index, (iv)
an absence of trading on an exchange will not include any time when such
exchange is closed for trading under ordinary circumstances, and (v) the
occurrence of an Extraordinary Event described in Clause (i) of Extraordinary
Event will not constitute, and will supersede the occurrence of, a Market
Disruption Event. Under certain circumstances, the duties of MLPF&S as
Calculation Agent in determining the existence of Market Disruption Events could
conflict with the interests of MLPF&S as an affiliate of the issuer of the
Warrants, Merrill Lynch & Co., Inc.
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<PAGE>
Listing of the Warrants
The Warrants are listed on the AMEX. The AMEX will expect to cease trading
the Warrants on such Exchange as of the close of business on the Expiration
Date.
Modification
The Warrant Agreement and the terms of the Warrants may be amended by the
Company and the Warrant Agent without the consent of the beneficial owners of
any Warrants for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective or inconsistent provision contained therein, or
in any other manner which the Company may deem necessary or desirable and which
will not materially and adversely affect the interests of the beneficial owners
of the Warrants.
The Company and the Warrant Agent also may modify or amend the Warrant
Agreement and the terms of the Warrants, with the consent of the beneficial
owners of not less than a majority in number of the then outstanding Warrants
affected, provided that no such modification or amendment that changes the Index
Strike Price so as to adversely affect the beneficial owner, shortens the period
of time during which the Warrants may be exercised or otherwise materially and
adversely affects the exercise rights of the beneficial owners of the Warrants
or reduces the percentage of the number of outstanding Warrants, the consent of
whose beneficial owners is required for modification or amendment of such
Warrant Agreement or the terms of such Warrants may be made without the consent
of the beneficial owners of Warrants affected thereby.
Merger and Consolidation
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume payment
of the Cash Settlement Value or Alternative Settlement Amount with respect to
all unexercised Warrants, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of the Warrant
Agreement and of the Warrants to be performed by the Company.
THE INDEX
Unless otherwise stated, all information herein on the Index is derived from
FRC or other publicly available sources. Such information reflects the policies
of FRC as stated in such sources and such policies are subject to change by FRC.
FRC is under no obligation to continue to publish the Index and may discontinue
publication of the Index at any time.
The Index is an index calculated, published and disseminated by FRC, and
measures the composite price performance of stocks of 2000 companies domiciled
in the U.S. and its territories. All 2000 stocks are traded on either the NYSE,
AMEX or the over-the-counter market and form a part of the Russell 3000 Index.
The Russell 3000 Index is composed of the 3,000 largest U.S. companies as
determined by market capitalization and represents approximately 98% of the
investable U.S. equity market. As of May 31, 1995, the average market
capitalization of companies included in the Russell 3000 Index was $1.74
billion.
The Index consists of the smallest 2,000 companies included in the Russell
3000 Index and represents approximately 11% of the total market capitalization
of the Russell 3000 Index. The Index is designed to track the performance of the
small capitalization segment of the U.S. equity market. As of May 31, 1995, the
average market capitalization of companies included in the Index was $288
million.
Only common stocks belonging to corporations domiciled in the U.S. and its
territories are eligible for inclusion in the Russell 3000 Index, and
subsequently the Index. Stocks traded on the different exchanges in the U.S. but
domiciled in other countries are excluded. Preferred stock, convertible
preferred stock, participating preferred stock, paired shares, warrants and
rights are also excluded. Trust receipts, Royalty Trusts, limited liability
companies, OTC
19
<PAGE>
Bulletin Board companies, pink sheets, closed-end mutual funds, and limited
partnerships that are traded on any of the exchanges, are also ineligible for
inclusion. Real Estate Investment Trusts and Beneficial Trusts are eligible for
inclusion, however. Generally, only one class of securities of a company is
allowed in the Russell 3000 Index, although exceptions to this general rule have
been made where FRC has determined that each class of securities acts
independent of the other.
The primary criteria used to determine the initial list of securities
eligible for the Russell 3000 Index is total market capitalization which is
defined as the price of the shares times the total number of shares outstanding.
Based on closing values on May 31st of each year, FRC reconstitutes the
composition of the Russell 3000 Index based on the then existing market
capitalization of the companies eligible for inclusion. As of June 30th of each
year, the Index is adjusted to reflect the reconstitution for that year.
Publication of the Index began on January 1, 1987.
As a capitalization-weighted index, Russell 2000 reflects changes in the
capitalization (market value) of the component stocks relative to the
capitalization on a base date. The current Index value is calculated by adding
the market values of the Index's component stocks, which are derived by
multiplying the price of each stock by the number of shares outstanding, to
arrive at the total market capitalization of the 2000 stocks. The total market
capitalization is then divided by a divisor, which represents the "adjusted"
capitalization of the Index on the base date of December 31, 1986. To calculate
the Index, last sale prices will be used for exchange-traded and NASDAQ stocks.
If a component stock is not open for trading, the most recently traded price for
that security will be used in calculating the Index. In order to provide
continuity for the Index's value, the divisor is adjusted periodically to
reflect such events as changes in the number of common shares outstanding for
component stocks, company additions or deletions, corporate restructurings and
other capitalization changes.
All disclosure contained in this Prospectus regarding the Index, or its
publisher, is derived from publicly available information. All copyrights and
other intellectual property rights relating to the Index are owned by FRC. FRC
has no relationship with the Company or the Warrants; it does not sponsor,
endorse, authorize, sell or promote the Warrants, and has no obligation or
liability in connection with the administration, marketing or trading of the
Warrants.
Below is a breakdown of the component stocks of the Index by industry group
as of September 30, 1995:
Number of Percentage of Index
Industry Companies Market Capitalization
- -------- --------- ---------------------
Technology................................. 240 13.0%
Health Care................................ 205 10.6%
Consumer Discretionary and Services........ 378 16.4%
Consumer Staples........................... 60 3.0%
Integrated Oils............................ 10 0.5%
Other Energy............................... 70 3.5%
Materials and Processing................... 214 10.1%
Producer Durables.......................... 150 7.9%
Auto and Transportation.................... 89 4.1%
Financial Services, including REITS........ 433 23.5%
Utilities.................................. 101 5.9%
Other...................................... 25 1.5%
----- -----
1,975 100.0%
Source: FRC.
Note: The Index included fewer than 2000 stocks (1,975) as of September 30, 1995
due to company attrition (e.g., mergers, bankruptcies, etc.).
As of September 30, 1995, the ten largest holdings in the Index represented 2.1%
of the aggregate market capitalization of the Index. Thirty-three of the 1,975
stocks in the Index were also components of the S&P 500 Index. These 33 stocks
represented 3.1% of the Index market capitalization. The dividend yield on the
Index was 1.48%.
20
<PAGE>
A potential investor should review the historical performance of the Index.
The historical performance of the Index should not be taken as an indication of
future performance, and no assurance can be given that the Index will increase
sufficiently to cause the Warrants to have a Cash Settlement Value in excess of
zero on the relevant Valuation Date.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Currency Protected Notes ("CPNs") due December 31, 1998
On July 7, 1993, Merrill Lynch & Co., Inc. (the "Company") issued
$25,000,000 of Currency Protected Notes ("CPNs") due December 31, 1998 (the
"Notes") in denominations of $1,000 and integral multiples thereof. As of the
date of this Prospectus, $15,000,000 aggregate principal amount of the Notes
remain outstanding. The Notes will mature and be repayable at 100% of the
principal amount thereof on December 31, 1998 (the "Maturity Date"). Interest
payments will be payable with respect to the Notes semiannually on June 30 and
December 31 of each year, as described below ("June Payment Dates" and "December
Payment Dates", respectively and together the "Payment Dates"). The Notes are
not subject to redemption by the Holders or the Company prior to the Maturity
Date.
The Company will make interest payments on the Notes on each June and
December Payment Date for the period from and including the last Payment Date
for which interest was paid, to but excluding such Payment Date (each, an
"Interest Period") at a per annum rate equal to the sum of (i) the Minimum
Payment Rate (3%), and (ii) the Supplemental Payment Rate. The "Supplemental
Payment Rate" for an Interest Period will equal 4.5 multiplied by the difference
between 6.15% minus the Index Rate (as defined below) as of the applicable
Determination Date (generally the seventh scheduled NYSE Business Day (as
defined below) prior to the applicable Payment Date). In no event, however, will
the payments on the Notes for any period be at a rate less than the Minimum
Payment Rate. The "Index Rate" will be the average bankers' acceptance rate in
Canadian Dollars for a term of six months, as more fully described herein (the
"Canadian BA Rate").
For information as to the calculation of the amount payable in any calendar
year, see "Description of Notes" in this Prospectus. For other information that
should be considered by prospective investors, see "Risk Factors" beginning on
page 3 of this Prospectus.
Ownership of the Notes will be maintained in book-entry form by or through
the Securities Depository. Beneficial owners of the Notes will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Notes have been listed on the New York Stock Exchange under the symbol
"MERCN 98".
------------------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Notes and is to be
used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a wholly owned subsidiary of the Company, in connection with offers
and sales related to market-making transactions in the Notes. MLPF&S may act as
principal or agent in such transactions. The Notes may be offered on the New
York Stock Exchange, or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the Notes will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
<PAGE>
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF
INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF INSURANCE
RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Notes to which it relates
or an offer to, or a solicitation of an offer to buy from, any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
at any time does not imply that information herein is correct as of any time
subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ...................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Semiannual Payments
If the Index Rate applicable to a Payment Date equals or exceeds 6.15%,
beneficial owners of the Notes will receive only the Minimum Payment Rate
payable with respect to the Notes on such Payment Date, even if the Index Rate
at some point since the preceding Determination Date or issue date, as the case
may be, was less than 6.15%. The interest rate for any Interest Period generally
will be determined seven NYSE Business Days prior to the end of such Interest
Period.
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<PAGE>
Beneficial owners of the Notes will receive total annual payments on the
Notes at a rate equal to at least the Minimum Payment Rate, and will be repaid
100% of the principal amount of the Notes at the Maturity Date. The amount
payable on any Payment Date is subject to the conditions described under
"Description of Notes--Semiannual Payments". A beneficial owner of the Notes may
receive payments with respect to the Notes equal to only the Minimum Payment
Rate for each Interest Period at the times specified herein, and such payments
are below what the Company would pay as interest as of the date hereof if the
Company issued non-callable senior debt securities with a similar maturity as
that of the Notes. The return of principal at the Maturity Date and the payment
of the Minimum Payment Rate with respect to the Notes are not expected to
reflect the full opportunity costs implied by inflation or other factors
relating to the time value of money.
The amount payable on the Notes based on the Index Rate will not produce the
same return as any investment in Canadian bankers' acceptances with maturities
of six months because, among other reasons, interest and principal payable on
the Notes will be in U.S. Dollars while interest and principal payable on such
bankers' acceptances are payable in Canadian Dollars and the U.S. Dollar value
of such Canadian Dollar payments may increase or decrease depending on the U.S.
Dollar/Canadian Dollar exchange rate. Since the principal and interest payments
on the Notes will be made in U.S. Dollars, such payments will not be subject to
changes in Canadian Dollar/U.S. Dollar exchange rates. Such exchange rate
changes may have a direct effect on the market demand for, and thus the price
of, such bankers' acceptances.
The formula used to determine the interest payable with respect to any
Payment Date contains a multiple which increases the effect of any change in the
applicable Index Rate.
Trading
The Notes have been listed on the New York Stock Exchange under the symbol
"MERCN 98". It is expected that the secondary market for the Notes will be
affected by the creditworthiness of the Company and by a number of other
factors. It is possible to view the Notes as the economic equivalent of a debt
obligation plus a series of cash settlement options; however, there can be no
assurance that the Notes will not trade in the secondary market at a discount
from the aggregate value of such economic components, if such economic
components were valued and capable of being traded separately.
The trading values of the Notes may be affected by a number of interrelated
factors, including those listed below. The following is the expected effect on
the trading value of the Notes of each of the factors listed below. The
following discussion of each separate factor generally assumes that all other
factors are held constant, although the actual interrelationship between certain
of such factors is complex.
Value of the Index Rate. The trading value of the Notes is expected to
depend significantly on the extent to which, if at all, the Index Rate is
less than 6.15%. If, however, Notes are sold at a time when the Index Rate
is less than 6.15%, the sale price may be at a discount from the amount
expected to be payable to the beneficial owner if such price were to prevail
until the next applicable Determination Date. Furthermore, the price at
which a beneficial owner will be able to sell Notes prior to a Payment Date
may be at a discount, which could be substantial, from the principal amount
thereof, if, at such time, the price of the Index Rate is above, equal to or
not sufficiently below 6.15%.
Volatility of the Index Rate. If the volatility of the Index Rate increases,
the trading value of the Notes is expected to increase. If the volatility of
the Index Rate decreases, the trading value of the Notes is expected to
decrease.
Interest Rates. In general, if U.S. interest rates increase, the value of
the Notes is expected to decrease. If U.S. interest rates decrease, the
value of the Notes is generally expected to increase. In addition, Canadian
interest rates will affect the Index Rate. In general, if Canadian interest
rates increase, the Index Rate is expected to
4
<PAGE>
increase, and therefore the value of the Notes is expected to decrease. If
Canadian interest rates decrease, the Index Rate is expected to decrease,
and therefore the value of the Notes is expected to increase.
Time Remaining to Payment Dates. The Notes may trade at a value above that
which may be inferred from the level of interest rates and the Index Rate.
This difference will reflect a "time premium" due to expectations concerning
the value of the Index Rate during the period prior to each Payment Date. As
the time remaining to each Payment Date decreases, however, this time
premium may decrease, thus decreasing the trading value of the Notes.
Time Remaining to Maturity Date. As the number of remaining Payment Dates
decreases, the value of the remaining rights to receive payments based on
the value of the Index Rate will decrease, thus decreasing the value of the
Notes. Furthermore, as the time to the Maturity Date decreases, the value of
the fixed payments (i.e., the Minimum Annual Payments and the payment of the
principal amount at the maturity of the Notes) is expected to increase, thus
increasing the value of the Notes.
Other Considerations
It is suggested that prospective investors who consider purchasing the Notes
should reach an investment decision only after carefully considering the
suitability of the Notes in the light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Notes and should consult their tax advisors.
DESCRIPTION OF NOTES
General
The Notes were issued as a series of Senior Debt Securities under the Senior
Indenture, dated as of April 1, 1983, as amended and restated, which is more
fully described below. The Notes will mature, and the principal of the Notes
will be repayable at par, on December 31, 1998.
The Notes are not subject to redemption prior to the Maturity Date by the
Company or at the option of any Holder. Upon the occurrence of an Event of
Default with respect to the Notes, however, Holders of the Notes or the Senior
Debt Trustee may accelerate the maturity of the Notes, as described under
"Description of Notes--Events of Default and Acceleration" and "Other
Terms--Events of Default" in this Prospectus.
The Notes were issued in denominations of $1,000 and integral multiples
thereof.
Semiannual Payments
The Company will make semiannual payments on the Notes each June 30 and
December 31 ("June Payment Dates" and "December Payment Dates", respectively,
and together the "Payment Dates"), as described below, to the persons in whose
names the Notes are registered on the next preceding June 29 or December 30,
except as provided below. Notwithstanding the foregoing, if it is known three
Business Days prior to December 31 that December 31 will not be a Business Day,
the amount payable by the Company with respect to such December Payment Date
will be made on the Business Day immediately preceding such December 31 to the
persons in whose names the Notes are registered on the second Business Day
immediately preceding such December 31 and the amount so paid will equal an
amount as if interest had accrued through December 31.
The Company will pay interest on the Notes on each June and December Payment
Date for the period since the last Payment Date for which interest was paid, to
but excluding such Payment Date (each, an "Interest Period")
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<PAGE>
at a rate per annum equal to the sum of (i) the Minimum Payment Rate (3% per
annum), and (ii) the Supplemental Payment Rate. The "Supplemental Payment Rate"
for an Interest Period will equal 4.5 multiplied by the difference between 6.15%
minus the Index Rate as of the Determination Date in such Interest Period. In no
event, however, will the payments on the Notes for any period be at a rate less
than the Minimum Payment Rate. The "Index Rate" will equal the Canadian BA Rate
(as defined below). Interest payable with respect to any Payment Date will be
computed on the basis of a year consisting of 360 days of twelve 30-day months.
State Street Bank and Trust Company is the calculation agent (the
"Calculation Agent") with respect to the Notes. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and,
absent a determination by the Calculation Agent of a manifest error, shall be
conclusive for all purposes and binding on the Company and the Holders of the
Notes. All percentages resulting from any calculation on the Notes will be
rounded to the nearest one-hundredth of a percentage point, with five
one-thousandth of a percentage point rounded upwards (e.g., 9.875% (or .09875)
would be rounded to 9.88% (or .0988)), and all dollar amounts used in or
resulting from such calculation will be rounded to the nearest cent with
one-half cent being rounded upwards.
If the Index Rate applicable to a Payment Date is equal to or exceeds 6.15%,
beneficial owners of the Notes will receive only the Minimum Payment Rate for
the Interest Period preceding such Payment Date, even if the Index Rate at some
point since the preceding Determination Date or the original issue date, as the
case may be, was less than 6.15%.
The following table shows the annual payment rate payable on the Notes for
any Interest Period assuming various Index Rates on a Determination Date.
HYPOTHETICAL ANNUAL PAYMENT RATE
Hypothetical
Index Rate
on the Annual
Determination Date Payment Rate
- ------------------ ------------
6.15% or greater........................................... 3.00%(1)
6.00%...................................................... 3.68%
5.75%...................................................... 4.80%
5.50%...................................................... 5.93%
5.25%...................................................... 7.05%
5.00%...................................................... 8.18%
4.75%...................................................... 9.30%
4.50%...................................................... 10.43%
4.25%...................................................... 11.55%
4.00%...................................................... 12.68%
3.75%...................................................... 13.80%
3.50%...................................................... 14.93%
- ----------
(1) Minimum Payment Rate of 3% per annum.
A potential investor should review the historical performance of the Index
Rate. The historical performance of the Index Rate should not be taken as an
indication of future performance, and no assurance can be given that the Index
Rate will increase sufficiently to cause the beneficial owners of the Notes to
receive an amount in excess of the principal amount and the Minimum Payment Rate
at the maturity of the Notes or the Minimum Payment Rate in prior years.
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<PAGE>
Canadian Dollar Bankers' Acceptance Rate
The "Canadian BA Rate" shall be determined for each Determination Date as
follows:
(i) On the relevant Determination Date, the Canadian BA Rate will be
determined on the basis of the average bankers' acceptance rate in Canadian
Dollars for a term of six months, commencing on the related Determination
Date, which appears on the Reuters Screen Page CDOR (as defined below), as
of 10:00 A.M. New York City time on such Determination Date or as soon
thereafter as rates first appear (but in no event later than 12:00 P.M. New
York City time), as determined by the Calculation Agent. If no rate appears
by 12:00 P.M. New York City time on a Determination Date with respect to the
Canadian bankers' acceptance rates, then the Canadian BA Rate will be
determined as specified in clause (ii) below. "Reuters Screen Page CDOR"
means the displays designated as Page CDOR on the Reuters Monitor Money
Rates Service (or such other page as may replace Page CDOR on that service
for the purpose of displaying the Canadian Dollar bankers' acceptance rates
of major banks).
(ii) With respect to a Determination Date on which no rate appears on
Reuters Screen Page CDOR as specified in clause (i) above, the Calculation
Agent will request each of four major banks in the Toronto interbank market,
as selected by the Calculation Agent, to provide the Calculation Agent with
its quotation for deposits in Canadian Dollars for a period of six months
commencing on the related Determination Date to major banks in the Toronto
interbank market at approximately 10:00 A.M. New York City time on such
Determination Date and in a principal amount that is representative for a
single transaction in such market at such time. If at least two such
quotations are provided, the Canadian BA Rate determined on such
Determination Date will be the arithmetic mean of such quotations. If fewer
than two banks so selected by the Calculation Agent are quoting as mentioned
in this sentence, the Canadian BA Rate will equal the average quotation for
deposits in Canadian Dollars for a period of six months commencing on the
related Determination Date of major banks in the Toronto interbank market in
a principal amount that is representative for a single transaction in such
market at such time as determined by the Calculation Agent.
The "Determination Date" means the seventh scheduled NYSE Business Day prior
to the applicable Payment Date as determined by the Calculation Agent; provided,
however, if such day is not a Canadian Business Day, the Determination Date will
be the next succeeding scheduled Canadian Business Day. "NYSE Business Day"
means a day on which the New York Stock Exchange is open for trading. "Canadian
Business Day", as used in this Prospectus with respect to the Notes, means any
day on which commercial banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in Toronto, Canada. The
Calculation Agent will determine which days are scheduled NYSE Business Days and
Canadian Business Days.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes shall have occurred
and be continuing, the amount payable to a Holder of a Note upon any
acceleration permitted by the Notes, will equal: (i) the principal amount
thereof, plus (ii) an additional amount calculated as though the date of early
repayment were a Payment Date. If a bankruptcy proceeding is commenced in
respect of the Company, the claim of the Holder of a Note may be limited, under
Section 502(b)(2) of Title 11 of the United States Code, to the principal amount
of the Note plus an additional amount, if any, of contingent interest calculated
as though the date of the commencement of the proceeding were the maturity date
of the Notes.
Securities Depository
The Notes were issued in book-entry form and are represented by one fully
registered global security (the "Global Security"). The Global Security was
deposited with, or on behalf of, The Depository Trust Company, as Securities
Depository (the "Securities Depository"), registered in the name of the
Securities Depository or a nominee thereof. Unless and until it is exchanged in
whole or in part for Notes in definitive form, the Global Security may
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<PAGE>
not be transferred except as a whole by the Securities Depository to a nominee
of such Securities Depository or by a nominee of such Securities Depository to
such Securities Depository or another nominee of such Securities Depository or
by such Securities Depository or any such nominee to a successor of such
Securities Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: the Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Securities Depository
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Note ("Beneficial Owner") is in turn
to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Notes
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in the Global Security will not be
entitled to have the Notes represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of the
Notes in definitive registered form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in the Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of Beneficial Owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and amounts payable on any June Payment Date or
December Payment Date with respect to, Notes registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the Holder of the Global Security
representing such Notes. None
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<PAGE>
of the Company, the Trustee or any other agent of the Company or agent of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests or for
supervising or reviewing any records relating to such beneficial ownership
interests. The Company expects that the Securities Depository, upon receipt of
any payment of principal or amounts payable on any June Payment Date or December
Payment Date in respect of the Global Security, will credit the accounts of the
Participants with payment in amounts proportionate to their respective holdings
in principal amount of beneficial interest in such Global Security as shown on
the records of the Securities Depository. The Company also expects that payments
by Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the
Notes, the Global Security will be exchangeable for Notes in definitive form of
like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in such name or names as the Securities Depository shall instruct the Trustee.
It is expected that such instructions may be based upon directions received by
the Securities Depository from Participants with respect to ownership of
beneficial interests in such Global Security.
THE CANADIAN BANKERS' ACCEPTANCE RATE
Bankers' acceptances in Canada are a popular method of raising short-term
funding in Canada. Bankers' acceptances represent unconditional written orders
from a borrower instructing a bank to pay a certain amount of money on a
specified future date. Bankers' acceptances are generally issued in Canadian
$100,000 denominations, and are not guaranteed by the Canada Deposit
Corporation.
The market for bankers' acceptances has grown from under 1 billion Canadian
Dollars in early 1975 to approximately 22 billion Canadian Dollars in 1993 and
is among the most liquid short-term securities markets in Canada.
OTHER TERMS
General
The Notes were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Notes. The following summaries of
certain provisions of the Senior Indenture do not purport to be complete and are
subject to, and qualified in their entirety by reference to, all provisions of
the Senior Indenture, including the definition therein of certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Notes are
governed by and construed in accordance with the laws of the State of New York.
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<PAGE>
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which
10
<PAGE>
could be declared due and payable prior to the Stated Maturity; (c) change place
or currency of any payment of principal or any premium, interest or Additional
Amounts payable on any Senior Debt Security; (d) impair the right to institute
suit for the enforcement of any payment on or with respect to any Senior Debt
Security; (e) reduce the percentage in principal amount of the Outstanding
Senior Debt Securities of any series, the consent of whose Holders is required
to modify or amend the Indenture; or (f) modify the foregoing requirements or
reduce the percentage of Outstanding Senior Debt Securities necessary to waive
any past default to less than a majority. No modification or amendment of the
Subordinated Indenture or any Subsequent Indenture for Subordinated Debt
Securities may adversely affect the rights of any holder of Senior Indebtedness
without the consent of such Holder. Except with respect to certain fundamental
provisions, the Holders of at least a majority in principal amount of
Outstanding Senior Debt Securities of any series may, with respect to such
series, waive past defaults under the Indenture and waive compliance by the
Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
11
<PAGE>
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
12
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Global Bond Linked Securities(sm)("GloBLS"(sm)) due December 31, 1998
Currency Protected Notes
On February 22, 1993, Merrill Lynch & Co., Inc. (the "Company") issued
$30,000,000 aggregate principal amount of Global Bond Linked Securities due
December 31, 1998 (the "GloBLS" or the "Notes") in denominations of $1,000 and
integral multiples thereof. The Notes will mature and be repayable at 100% of
the principal amount thereof on December 31, 1998 (the "Maturity Date").
Payments will be payable with respect to the Notes semiannually on June 30 and
December 31 of each year, as described below ("June Payment Dates" and "December
Payment Dates", respectively), commencing June 30, 1993.
The Company will make interest payments on the Notes each calendar year at a
per annum rate equal to the sum of (i) the Minimum Annual Payment Rate (3%), and
(ii) the Supplemental Annual Payment Rate. The "Supplemental Annual Payment
Rate" will equal the amount, if any, by which the price (expressed as a
percentage) of the Index Bund as of the applicable Determination Date exceeds
100.95% (the "Benchmark Price"). In no event, however, will the payments on the
Notes in any calendar year be at a rate less than the Minimum Annual Payment
Rate. The "Index Bund" will be the 7.125% Bundesanleihe due December 20, 2002
issued by the Federal Republic of Germany on December 29, 1992. If German
interest rates decline, the annual amount payable on the Notes is expected to
increase; if German interest rates increase, the annual amount payable on the
Notes is expected to decrease (although not less than a rate equal to the
Minimum Annual Payment Rate). For each $1,000 principal amount of Notes, the
Company will pay $15 of the total amount payable for each calendar year on the
June Payment Date and will pay the balance of the annual amount due on the Notes
for such year on the December Payment Date. The Notes are not subject to
redemption by the Holders or the Company prior to the Maturity Date.
For information as to the calculation of the amount payable in any calendar
year see "Description of Notes" in this Prospectus. For other information that
should be considered by prospective investors, see "Risk Factors" beginning on
page 3 of this Prospectus.
Ownership of the Notes will be maintained in book-entry form by or through
the Securities Depository. Beneficial owners of the Notes will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Notes have been listed on the New York Stock Exchange under the symbol
"MER DM".
------------------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Notes and is to be
used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a wholly owned subsidiary of the Company, in connection with offers
and sales related to market-making transactions in the Notes. MLPF&S may act as
principal or agent in such transactions. The Notes may be offered on the New
York Stock Exchange, or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the Notes will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(sm)"GloBLS" and "Global Bond Linked Securities" are
service marks of Merrill Lynch & Co., Inc.
<PAGE>
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF
INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF INSURANCE
RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Notes to which it relates
or an offer to, or a solicitation of an offer to buy from, any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
at any time does not imply that information herein is correct as of any time
subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the period indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Semiannual Payments
If the Index Bund Price applicable to a December Payment Date does not
exceed the Benchmark Price, beneficial owners of the Notes will receive payments
only at the Minimum Annual Payment Rate payable with respect to the Notes, even
if the price of the Index Bund at some point since the preceding Determination
Date or issue date, as the case may be, exceeded the Benchmark Price.
3
<PAGE>
Beneficial owners will receive total annual payments on the Notes at a rate
equal to at least the Minimum Annual Payment Rate, and will be repaid 100% of
the principal amount of the Notes at the Maturity Date. The amount payable on
any December Payment Date is subject to the conditions described under
"Description of Notes--Semiannual Payments". A beneficial owner of the Notes may
receive payments with respect to the Notes at a rate equal to only the Minimum
Annual Payment Rate for each year at the times specified herein, and such
payments are below what the Company would pay as interest as of the date hereof
if the Company issued non-callable senior debt securities with a similar
maturity as that of the Notes. The return of principal at the Maturity Date and
the payment at a rate equal to the Minimum Annual Payment Rate with respect to
the Notes are not expected to reflect the full opportunity costs implied by
inflation or other factors relating to the time value of money.
The amount payable on the Notes based on the Index Bund will not produce the
same return as if the Index Bund was purchased and held for a similar period
because of the following: (i) the Index Bund Price will not reflect any interest
payable on the Index Bund, (ii) interest and principal payable on the Notes will
be in U.S. Dollars while interest and principal payable on the Index Bund is
payable in Deutsche Marks and the U.S. Dollar value of such Deutsche Mark
payments may increase or decrease depending on the U.S. Dollar/Deutsche Mark
exchange rate, and (iii) the annual interest rate on the Index Bund is higher
than the Minimum Annual Payment Rate.
Unlike a direct investment in the Index Bund, the principal and interest
payments on the Notes will be made in U.S. Dollars, and as such, the U.S. Dollar
value of such payments will not be subject to changes in Deutsche Mark/U.S.
Dollar exchange rates. Such exchange rate changes may have a direct effect on
the market demand for, and thus the price of, the Index Bund.
The Senior Indenture provides that the Senior Indenture and the Notes are
governed by and construed in accordance with the laws of the State of New York.
Under present New York law the maximum rate of interest is 25% per annum on a
simple interest basis. This limit may not apply to notes in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or Federal court sitting outside of New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). All payments under the
Notes (other than the return of principal) could be considered interest for the
purpose of state usury laws. The Company has covenanted for the benefit of the
Holders of the Notes, to the extent permitted by law, not to claim voluntarily
the benefits of any laws concerning usurious rates of interest against a Holder
of the Notes.
Trading
The Notes have been listed on the New York Stock Exchange under the symbol
"MER DM". It is expected that the secondary market for the Notes will be
affected by the creditworthiness of the Company and by a number of other
factors. It is possible to view the Notes as the economic equivalent of a debt
obligation plus a series of cash settlement options; however, there can be no
assurance that the Notes will not trade in the secondary market at a discount
from the aggregate value of such economic components, if such economic
components were valued and capable of being traded separately.
The trading values of the Notes may be affected by a number of interrelated
factors, including those listed below. The following is the expected effect on
the trading value of the Notes of each of the factors listed below. The
following discussion of each separate factor generally assumes that all other
factors are held constant, although the actual interrelationship between certain
of such factors is complex.
Price of the Index Bund. The trading value of the Notes is expected to
depend significantly on the extent to which, if at all, the price of the
Index Bund exceeds the Benchmark Price. If, however, Notes are sold at a
time when the price of the Index Bund exceeds the Benchmark Price, the sale
price may be at a discount from the amount expected to be payable to the
beneficial owner if such price were to prevail until the next applicable
Determination Date. Furthermore, the price at which a beneficial owner will
be
4
<PAGE>
able to sell Notes prior to a December Payment Date may be at a discount,
which could be substantial, from the principal amount thereof, if, at such
time, the price of the Index Bund is below, equal to or not sufficiently
above the Benchmark Price.
Volatility of the Price of the Index Bund. If the volatility of the
price of the Index Bund increases, the trading value of the Notes is
expected to increase. If the volatility of the price of the Index Bund
decreases, the trading value of the Notes is expected to decrease.
Interest Rates. In general, if U.S. interest rates increase, the value
of the Notes is expected to decrease. If U.S. interest rates decrease, the
value of the Notes is generally expected to increase. In addition, German
interest rates will affect the price of the Index Bund. In general, if
German interest rates increase, the Index Bund price, and therefore the
value of the Notes, is expected to decrease. If German interest rates
decrease, the Index Bund price, and therefore the value of the Notes, is
expected to increase.
Time Remaining to December Payment Dates. The Notes may trade at a value
above that which may be inferred from the level of interest rates and the
price of the Index Bund. This difference will reflect a "time premium" due
to expectations concerning the price of the Index Bund during the period
prior to each December Payment Date. As the time remaining to each December
Payment Date decreases, however, this time premium may decrease, thus
decreasing the trading value of the Notes.
Time Remaining to Maturity. As the number of remaining December Payment
Dates decreases, the value of the remaining rights to receive payments based
on the price of the Index Bund in excess of the Minimum Annual Payment Rate
will decrease, thus decreasing the value of the Notes. Furthermore, as the
time to the Maturity Date decreases, the value of the fixed payments (i.e.,
payments at the Minimum Annual Payment Rate and the payment of the principal
amount at the maturity of the Notes) is expected to increase, thus
increasing the value of the Notes. In addition, as the time to maturity
decreases, the remaining term to maturity of the Index Bund will decrease.
In general, a given change in German interest rates will generally affect
German debt instruments with shorter maturities less than those with longer
maturities.
Other Considerations
It is suggested that prospective investors who consider purchasing the Notes
should reach an investment decision only after carefully considering the
suitability of the Notes in the light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Notes and should consult their tax advisors.
DESCRIPTION OF NOTES
General
The Notes were issued as a series of Senior Debt Securities under the Senior
Indenture, dated as of April 1, 1983, as amended and restated, which is more
fully described below. The Notes will mature, and the principal of the Notes
will be repayable at par, on December 31, 1998.
The Notes are not subject to redemption prior to the Maturity Date by the
Company or at the option of any Holder. Upon the occurrence of an Event of
Default with respect to the Notes, however, Holders of the Notes or the Trustee
may accelerate the maturity of the Notes, as described under "Description of
Notes--Events of Default and Acceleration" and "Other Terms--Events of Default"
in this Prospectus.
5
<PAGE>
The Notes were issued in denominations of $1,000 and integral multiples
thereof.
Semiannual Payments
The Company will make semiannual payments on the Notes each June 30 and
December 31 ("June Payment Dates" and "December Payment Dates", respectively),
as described below, to the persons in whose names the Notes are registered on
the next preceding June 29 or December 30, except as provided below.
Notwithstanding the foregoing, if it is known three Business Days prior to
December 31 that December 31 will not be a Business Day, the amount payable by
the Company with respect to such December Payment Date will be made on the
Business Day immediately preceding such December 31 to the persons in whose
names the Notes are registered on the second Business Day immediately preceding
such December 31 and the amount so paid will equal an amount as if interest had
accrued through December 31.
For each calendar year, the Company will pay interest on the Notes at a rate
per annum equal to the sum of (i) the Minimum Annual Payment Rate (3%), and (ii)
the Supplemental Annual Payment Rate. The "Supplemental Annual Payment Rate"
equals the amount, if any, by which the price (expressed as a percentage) of the
Index Bund, determined as described below (the "Index Bund Price"), as of the
applicable Determination Date exceeds 100.95% (the "Benchmark Price") as
determined by the Calculation Agent. In no event, however, will the payments on
the Notes in any calendar year be at a rate less than the Minimum Annual Payment
Rate. For each $1,000 principal amount of the Notes, the Company will pay $15 of
the total amount payable for each calendar year on the June Payment Date, and
will pay the balance of the annual interest amount due on the Notes for such
year on the December Payment Date.
State Street Bank and Trust Company is the calculation agent (the
"Calculation Agent") with respect to the Notes. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and,
in the absence of manifest error, shall be conclusive for all purposes and
binding on the Company and the Holders of the Notes. All percentages resulting
from any calculation on the Notes will be rounded to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upwards).
If the Index Bund Price applicable to a December Payment Date does not
exceed the Benchmark Price, Holders of the Notes will receive payments which
reflect only the Minimum Annual Payment Rate payable with respect to the Notes
for the calendar year containing such December Payment Date, even if the price
of the Index Bund at some point since the preceding Determination Date or issue
date, as the case may be, exceeded the Benchmark Price.
6
<PAGE>
The following table shows the total pretax annual payment rate on the Notes
in any year assuming various Index Bund Prices for the Index Bund on any
Determination Date.
HYPOTHETICAL GlOBLS TOTAL ANNUAL PAYMENT RATE
Hypothetical Index Hypothetical Total Annual
Bund Price on the GloBLS Payment
Determination Date Rate (1)
- ------------------ -------------------------
less than 100.95% 3.00%(1)
100.95%(2) 3.00%(1)
101.95% 4.00%
102.95% 5.00%
103.95% 6.00%
104.95% 7.00%
105.95% 8.00%
106.95% 9.00%
107.95% 10.00%
108.95% 11.00%
109.95% 12.00%
110.95% 13.00%
111.95% 14.00%
112.95% 15.00%
113.95% 16.00%
- ----------
(1) Minimum Annual Payment Rate of 3% per annum ($30 per $1,000 principal amount
of Notes).
(2) Benchmark Price.
Index Bund Price
The Index Bund Price is the arithmetic mean of the bid prices for the 7.125%
Bundesanleihe due December 20, 2002 issued by the Federal Republic of Germany on
December 29, 1992 (the "Index Bund"), expressed as a percentage of the principal
amount, as of 9:30 A.M. New York City time on the applicable Determination Date,
of three leading dealers in Bundesanleihen selected by the Calculation Agent.
The "Determination Date" means the seventh scheduled NYSE Business Day (as
defined below) prior to the applicable December Payment Date. If three such bid
prices are not available on such seventh scheduled NYSE Business Day, the
Determination Date will be the sixth scheduled NYSE Business Day preceding the
applicable December Payment Date. If the Calculation Agent cannot obtain three
bid prices from leading dealers for Bundesanleihen on the sixth scheduled NYSE
Business Day preceding the applicable December Payment Date, then the Index Bund
Price will equal the official price expressed as a percentage reported by the
Frankfurt Stock Exchange for the Index Bund as a result of the official price
fixing on the Frankfurt Stock Exchange on such sixth scheduled NYSE Business Day
preceding the applicable December Payment Date. If no official price is fixed on
the Frankfurt Stock Exchange on such sixth scheduled NYSE Business Day, then the
Index Bund Price will equal the bid price determined by the Calculation Agent on
such sixth scheduled NYSE Business Day based on then current market conditions,
including the last price at which the Index Bund was offered or sold. The bid
prices solicited by the Calculation Agent will be for an amount that is
representative of a single transaction in the market at the applicable time and
will not include accrued but unpaid interest on the Index Bund. "NYSE Business
Day" means a day on which the New York Stock Exchange is open for trading and
the Calculation Agent will determine which days are scheduled NYSE Business
Days.
7
<PAGE>
Hypothetical Payments
The following table shows the approximate required yield-to-maturity of the
Index Bund on each anticipated Determination Date in order to generate various
total pretax annual payment rates for the Notes in each year. Yields on the
Index Bund are expressed on an annual yield-to-maturity basis. The
yields-to-maturity and total pretax annual payment rates shown below are for
illustrative purposes only and are not intended to predict either the future
price levels of the Index Bund or actual payments on the Notes.
Annual Determination Dates(2)
-----------------------------
Total Pretax
Annual
Payment Rate(1) 1995 1996 1997 1998
- --------------- -------- -------- ------- --------
3.00% 6.95% 6.92% 6.89% 6.84%
4.00% 6.76% 6.72% 6.65% 6.55%
5.00% 6.58% 6.51% 6.41% 6.26%
6.00% 6.41% 6.31% 6.18% 5.98%
7.00% 6.23% 6.11% 5.95% 5.70%
8.00% 6.05% 5.91% 5.72% 5.42%
9.00% 5.88% 5.72% 5.49% 5.15%
10.00% 5.71% 5.53% 5.27% 4.87%
11.00% 5.54% 5.34% 5.04% 4.61%
12.00% 5.38% 5.15% 4.83% 4.34%
13.00% 5.21% 4.96% 4.61% 4.08%
14.00% 5.05% 4.78% 4.40% 3.82%
15.00% 4.89% 4.60% 4.19% 3.57%
16.00% 4.73% 4.42% 3.98% 3.32%
- -----------
(1) Total pretax annual payment rate includes the Minimum Annual Payment Rate
plus the Supplemental Annual Payment Rate in each year.
(2) As of February 12, 1993, the yield-to-maturity on German government bonds
with approximate maturities indicated below were approximately the
following:
Corresponding
Approximate Determination Yield to
Maturity Date Maturity
----------- ------------- --------
9 years December 1993 7.01%
8 years December 1994 6.94%
7 years December 1995 6.91%
6 years December 1996 6.63%
5 years December 1997 6.61%
4 years December 1998 6.66%
A potential investor should review the historical performance of the Index
Bund. The historical performance of the Index Bund should not be taken as an
indication of future performance, and no assurance can be given that the Index
Bund will increase sufficiently to cause the beneficial owners of the Notes to
receive an amount in excess of principal and the Minimum Annual Payment Rate at
the maturity of the Notes or the Minimum Annual Payment Rate in any prior year.
8
<PAGE>
Events of Default and Acceleration
In case an Event of Default with respect to any Notes shall have occurred
and be continuing, the amount payable to a Holder of a Note upon any
acceleration permitted by the Notes, will equal: (i) the principal amount
thereof, plus (ii) an additional amount calculated as though the date of early
repayment were a December Payment Date and prorated through such date of early
repayment in the same manner as the amount payable on the December 1993 payment
date was prorated. If a bankruptcy proceeding is commenced in respect of the
Company, the claim of the Holder of a Note may be limited, under Section
502(b)(2) of Title 11 of the United States Code, to the principal amount of the
Note plus an additional amount, if any, of contingent interest calculated as
though the date of the commencement of the proceeding were the maturity date of
the Notes.
Securities Depository
The Notes were issued in book-entry form, and are represented by one
registered global security (the "Global Security"). The Global Security was
deposited with, or on behalf of, The Depository Trust Company, as Securities
Depository (the "Securities Depository"), registered in the name of the
Securities Depository or a nominee thereof. Unless and until it is exchanged in
whole or in part for Securities in definitive form, the Global Security may not
be transferred except as a whole by the Securities Depository to a nominee of
such Securities Depository or by a nominee of such Securities Depository to such
Securities Depository or another nominee of such Securities Depository or by
such Securities Depository or any such nominee to a successor of such Securities
Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. The Underwriter (as hereinafter defined)
is a Participant. Access to the Securities Depository book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Note ("Beneficial Owner") is in turn
to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Notes
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in the Global Security will not be
entitled to have the Notes represented by such Global Security registered in
their
9
<PAGE>
names, will not receive or be entitled to receive physical delivery of the Notes
in definitive registered form and will not be considered the owners or Holders
thereof under the Senior Indenture. Accordingly, each Person owning a beneficial
interest in the Global Security must rely on the procedures of the Securities
Depository and, if such Person is not a Participant, on the procedures of the
Participant through which such Person owns its interest, to exercise any rights
of a Holder under the Senior Indenture. The Company understands that under
existing industry practices, in the event that the Company requests any action
of Holders or that an owner of a beneficial interest in such a Global Security
desires to give or take any action which a Holder is entitled to give or take
under the Senior Indenture, the Securities Depository would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners. Conveyance of notices and other
communications by the Securities Depository to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and amounts payable on any June Payment Date or
December Payment Date with respect to, Notes registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the Holder of the Global Security
representing such Notes. None of the Company, the Trustee or any other agent of
the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment of principal or amounts
payable on any June Payment Date or December Payment Date in respect of the
Global Security, will credit the accounts of the Participants with payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interest in such Global Security as shown on the records of the
Securities Depository. The Company also expects that payments by Participants to
Beneficial Owners will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the
Notes, the Global Security will be exchangeable for Notes in definitive form of
like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in such name or names as the Securities Depository shall instruct the Trustee.
It is expected that such instructions may be based upon directions received by
the Securities Depository from Participants with respect to ownership of
beneficial interests in such Global Security.
THE GERMAN BOND MARKET AND THE INDEX BUND
The following discussion of the German bond market is based upon information
available as of the end of September 1992. The Deutsche Mark-denominated fixed
income market is the third largest in the world, exceeded in size only by those
of the U.S. Dollar and Japanese Yen. As of the end of September 1992, the total
nominal amount of Deutsche Mark-denominated fixed income debt outstanding was
over DM 1.889 trillion (or U.S. $1.18 trillion assuming an exchange rate of
DM/U.S. $1.60) (Source: Bundesbank). Bundesanleihen ("Bunds") are debt
securities issued by the Federal Republic of Germany and are backed by its full
faith and credit. Bunds account for approximately 75% of the debt of the Federal
Republic of Germany and approximately 30% of all fixed income debt denominated
in Deutsche Marks as of the end of September 1992. Bundesanleihen are
principally traded in the over-the-counter market in Germany and are also listed
on eight exchanges in Germany, including the Frankfurt Exchange.
10
<PAGE>
The Index Bund was originally issued on December 29, 1992 and is not
redeemable prior to its stated maturity. Because the Index Bund had a maturity
of ten years when it was originally issued, the time remaining to such maturity
will necessarily decline over time. As the time remaining to maturity declines
on the Index Bund, the Index Bund price will be affected.
A potential investor should review the historical performance of the Index
Bund. The historical performance of the Index Bund should not be taken as an
indication of future performance, and no assurance can be given that the Index
Bund will increase sufficiently to cause the beneficial owners of the Notes to
receive an amount in excess of the principal amount at the maturity of the
Notes.
OTHER TERMS
General
The Notes were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Notes. The following summaries of
certain provisions of the Senior Indenture do not purport to be complete and are
subject to, and qualified in their entirety by reference to, all provisions of
the Senior Indenture, including the definition therein of certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Notes are
governed by and construed in accordance with the laws of the State of New York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
11
<PAGE>
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of
12
<PAGE>
that series. The Trustee or the Holders of 25% in principal amount of the
Outstanding Senior Debt Securities of that series may declare the principal
amount (or such lesser amount as may be provided for in the Senior Debt
Securities of that series) of all Outstanding Senior Debt Securities of that
series and the interest due thereon and Additional Amounts payable in respect
thereof, if any to be due and payable immediately if an Event of Default with
respect to Senior Debt Securities of such series shall occur and be continuing
at the time of such declaration. At any time after a declaration of acceleration
has been made with respect to Senior Debt Securities of any series but before a
judgment or decree for payment of money due has been obtained by the Trustee,
the Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of that series may rescind any declaration of acceleration and its
consequences, if all payments due (other than those due as a result of
acceleration) have been made and all Events of Default have been remedied or
waived. Any Event of Default with respect to Senior Debt Securities of any
series may be waived by the Holders of a majority in principal amount of all
Outstanding Senior Debt Securities of that series, except in a case of failure
to pay principal or premium, if any, or interest or Additional Amounts payable
on any Senior Debt Security of that series for which payment had not been
subsequently made or in respect of a covenant or provision which cannot be
modified or amended without the consent of the Holder of each Outstanding Senior
Debt Security of such series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not
13
<PAGE>
a "report" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
14
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
AMEX Hong Kong 30 Index* Equity Participation Notes
due February 16, 1999
On February 16, 1996, Merrill Lynch & Co., Inc. (the "Company") issued
$45,000,000 aggregate principal amount of AMEX Hong Kong 30 Index Equity
Participation Notes due February 16, 1999 (the "Notes" or the "Securities"). As
of the date of this Prospectus, $45,000,000 aggregate principal amount of
Securities remain outstanding. The Securities were issued in denominations of
$1,000 and integral multiples thereof, will bear no periodic payments of
interest and will mature on February 16, 1999. At maturity, a beneficial owner
of a Note will be entitled to receive, with respect to each Note, the principal
amount thereof plus an interest payment (the "Supplemental Redemption Amount")
based on the percentage increase, if any, in the AMEX Hong Kong 30 Index (the
"Index") over the Benchmark Index Value. The Supplemental Redemption Amount will
in no event be less than zero or more than $1,000 per $1,000 principal amount of
Notes, representing a maximum annualized rate of return of 24.28% compounded
semi-annually over a term of three years. The Notes are not redeemable or
callable by the Company prior to maturity. While at maturity a beneficial owner
of a Note will receive the principal amount of such Note plus the Supplemental
Redemption Amount, if any, there will be no other payment of interest, periodic
or otherwise.
The Supplemental Redemption Amount payable with respect to a Note at
maturity will equal the product of (A) the principal amount of the applicable
Note, and (B) the percentage increase from the Benchmark Index Value to the
Ending Index Value. The Benchmark Index Value equals 664.83 and was determined
as described herein. The closing value of the Index on the date of this
Prospectus was 579.79, and the Benchmark Index Value exceeds such closing value
by 14.67%. The Ending Index Value, as more particularly described herein, will
be the average (arithmetic mean) of the closing values of the Index on certain
days, or, if certain events occur, the closing value of the Index on a single
day prior to the maturity of the Notes.
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity, the calculation and the composition of the
Index, see "Description of Notes" and "The Index", respectively, in this
Prospectus. For other information that should be considered by prospective
investors, see "Risk Factors" beginning on page 3 of this Prospectus.
Ownership of the Notes will be maintained in book-entry form by or through
the Depository (as hereinafter defined). Beneficial owners of the Notes will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein.
The Notes have been listed on the American Stock Exchange (the "AMEX") under
the symbol "HKN.A".
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
------------
Merrill Lynch & Co.
------------
The date of this Prospectus is ________, 1997.
*The use and reference to the term "AMEX Hong Kong 30 Index" herein has been
consented to by the American Stock Exchange. The "AMEX Hong Kong 30 Index" is a
service mark of the American Stock Exchange.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the AMEX, the Chicago Stock Exchange
and the Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Payment at Maturity
Benchmark Index Value will Exceed Value of Index on the Pricing Date. The
Benchmark Index Value exceeded the closing value of the Index on the Pricing
Date by 14.67%. Investors should be aware that if the Ending Index Value does
not exceed the closing value of the Index on the Pricing Date by more than
14.67%, beneficial owners of the Notes will receive only the principal amount
thereof.
3
<PAGE>
Yield may be Below Market Interest Rates on the Pricing Date. A beneficial
owner of the Notes may receive no Supplemental Redemption Amount at maturity, or
a Supplemental Redemption Amount that is below what the Company would pay as
interest as of the Pricing Date if the Company issued non-callable senior debt
securities with a similar maturity as that of the Notes. The return of principal
of the Notes at maturity and the payment of the Supplemental Redemption Amount,
if any, may not reflect the full opportunity costs implied by inflation or other
factors relating to the time value of money.
Limitation of Supplemental Redemption Amount. Because the Supplemental
Redemption Amount will not exceed $1,000 per $1,000 principal amount of Notes,
beneficial owners of Notes will not benefit from Index increases in excess of
approximately 229% of the closing value of the Index on the Pricing Date (the
"Maximum Index Value"). In no event will the Supplemental Redemption Amount
exceed $1,000 per $1,000 principal amount of Notes.
Yield on Notes will not Reflect Dividends. The Index does not reflect the
payment of dividends on the stocks underlying it and therefore the yield based
on the Index to the maturity of the Notes will not produce the same yield as if
such underlying stocks were purchased and held for a similar period.
State Law Limit on Interest Paid. Because the Senior Indenture provides that
the Notes are governed by and construed in accordance with the laws of New York,
certain usury laws of New York State may apply. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This limit
may not apply to Notes in which $2,500,000 or more has been invested. While the
Company believes that New York law would be given effect by a state or Federal
court sitting outside of New York, state laws frequently regulate the amount of
interest that may be charged to and paid by a borrower (including, in some
cases, corporate borrowers). It is suggested that prospective investors consult
their personal advisors with respect to the applicability of such laws. The
Company has covenanted for the benefit of the Holders of the Notes, to the
extent permitted by law, not to claim voluntarily the benefits of any laws
concerning usurious rates of interest against a Holder of the Notes.
Trading
The Notes have been listed on the American Stock Exchange. It is expected
that the secondary market for the Notes will be affected by the creditworthiness
of the Company and by a number of other factors.
The trading value of the Notes is expected to depend substantially on the
extent of the appreciation, if any, of the Index over the Benchmark Index Value.
See "The Index-Historical Data on the Index" in this Prospectus for historical
values of the Index. If, however, Notes are sold prior to the maturity date at a
time when the Index exceeds the Benchmark Index Value, the sale price may be at
a substantial discount from the amount expected to be payable to the beneficial
owner if such excess of the Index over the Benchmark Index Value were to prevail
until maturity of the Notes because of the possible fluctuation of the Index
between the time of such sale and the time that the Ending Index Value is
determined. Furthermore, the price at which a beneficial owner will be able to
sell Notes prior to maturity may be at a discount, which could be substantial,
from the principal amount thereof, if, at such time, the Index is below, equal
to, or not sufficiently above the Benchmark Index Value. The limitation that the
Supplemental Redemption Amount will not exceed $1,000 per $1,000 principal
amount of Notes may adversely affect the secondary market value of the Notes and
such adverse effect could occur even if the value of the Index is below the
Maximum Index Value. A discount could also result from rising interest rates.
In addition to the value of the Index, the trading value of the Notes may be
affected by a number of interrelated factors, including the creditworthiness of
the Company and those factors listed below. The relationship among these factors
is complex, including how these factors affect the relative value of the
principal amount of the Notes to be repaid at maturity and the value of the
Supplemental Redemption Amount. Accordingly, investors should be aware that
factors other than the level of the Index are likely to affect the Notes'
trading value. The expected effect on the trading value of the Notes of each of
the factors listed below, assuming in each case that all other factors are held
constant, is as follows:
4
<PAGE>
Interest Rates. In general, if U.S. interest rates increase, the trading
value of the Notes is expected to decrease. If U.S. interest rates decrease,
the trading value of the Notes is expected to increase. If interest rates in
Hong Kong increase, the trading value of the Notes is expected to increase;
however, increased Hong Kong interest rates may adversely affect the economy
of Hong Kong and, in turn, the Index, and the trading value of the Notes
could then be expected to decrease. If interest rates in Hong Kong decrease,
the trading value of the Notes is expected to decrease; however, decreased
Hong Kong interest rates may favorably affect the economy of Hong Kong and,
in turn, the Index, and consequently, the trading value of the Notes could
then be expected to increase.
Volatility of the Index. If the volatility of the Index increases, the
trading value of the Notes is expected to increase. If the volatility of the
Index decreases, the trading value of the Notes is expected to decrease.
Time Remaining to Maturity. The Notes may trade at a value above that
which may be inferred from the level of interest rates and the Index. This
difference will reflect a "time premium" due to expectations concerning the
value of the Index during the period prior to maturity of the Notes. As the
time remaining to maturity of the Notes decreases, however, this time
premium is expected to decrease, thus decreasing the trading value of the
Notes. In addition, the price at which a beneficial owner may be able to
sell Notes prior to maturity may be at a discount, which may be substantial,
from the principal amount of the Notes if the value of the Index is below,
equal to, or not sufficiently above the Benchmark Index Value.
Dividend Rates in Hong Kong. If dividend rates on the stocks comprising
the Index increase, the value of the Notes is expected to decrease.
Conversely, if dividend rates on the stocks comprising the Index decrease,
the value of the Notes is expected to increase. However, in general, rising
corporate dividend rates in Hong Kong may increase the value of the Index
and, in turn, increase the value of the Notes. Conversely, falling dividend
rates in Hong Kong may decrease the value of the Index and, in turn,
decrease the value of the Notes.
Hong Kong Dollar/U.S. Dollar Exchange Rates. The Supplemental Redemption
Amount is based on a given level of the Index and will not be affected by
changes in the Hong Kong dollar/U.S. dollar exchange rate. However, a number
of economic factors, including the Hong Kong dollar/U.S. dollar exchange
rate, could affect the value of the Underlying Stocks and, therefore, the
value of the Index.
The impact of the factors specified above, excluding the value of the Index,
may offset, partially or in whole, any increase in the trading value of the
Notes that is attributable to an increase in the value of the Index. For
example, an increase in U.S. interest rates may cause the Notes to trade at a
discount from their initial offering price, even if the Index has appreciated
significantly. In general, assuming all relevant factors are held constant, the
effect on the trading value of the Notes of a given change in interest rates,
Index volatility and/or dividend rates of stocks comprising the Index is
expected to be less if it occurs later in the term of the Notes than if it
occurs earlier in the term of the Notes. The effect on the trading value of the
Notes of a given appreciation of the Index in excess of the Benchmark Index
Value is expected to be greater if it occurs later in the term of the Notes than
if it occurs earlier in the term of the Notes, assuming all other relevant
factors are held constant.
The Index
The stocks underlying the Index have been issued by companies organized in
Hong Kong. The prices of such Underlying Stocks will be affected by foreign
political, economic and other developments.
The Hong Kong Stock Exchange has adopted certain measures intended to
prevent any extreme short-term price fluctuations resulting from order
imbalances or market volatility. Where the Hong Kong Stock Exchange considers it
necessary for the protection of the investor or the maintenance of an orderly
market, it may at any time suspend dealings in any securities or cancel the
listing of any securities in such circumstances and subject to such conditions
as it thinks fit, whether requested by the listed issuer or not. The Hong Kong
Stock Exchange may also do so when: (1) an issuer fails, in a manner which the
Hong Kong Stock Exchange considers material, to comply with the Hong
5
<PAGE>
Kong Stock Exchange Listing Rules or its Listing Agreements; or (2) the Hong
Kong Stock Exchange considers there are insufficient securities in the hands of
the public; or (3) the Hong Kong Stock Exchange considers that the listed issuer
does not have a sufficient level of operations or sufficient assets to warrant
the continued listing of the issuer's securities; or (4) the Hong Kong Stock
Exchange considers that the issuer or its business is no longer suitable for
listing. Investors should also be aware that the Hong Kong Stock Exchange may
suspend the trading of individual stocks in certain limited and extraordinary
circumstances, until certain price-sensitive information has been disclosed to
the public. Since the stocks underlying the Index are traded on the Hong Kong
Stock Exchange, changes in the Index may be affected by suspensions of trading
generally or of one or more of the stocks underlying the Index, which
limitations may, in turn, adversely affect the value of the Notes.
Important Considerations Relating to Hong Kong
Investors should realize that the value of the Index, and therefore the
potential Supplemental Redemption Amount, if any, may be adversely affected by
political, economic or social instability, developments and changes in law or
regulations, particularly in Hong Kong and the People's Republic of China
("China"). Certain of these factors are discussed below.
In December 1984, Great Britain and China signed an agreement (the
"Sino-British Accord") under which Hong Kong will revert to Chinese sovereignty
effective July 1, 1997. Although China has committed by treaty to preserve for
50 years the economic and social freedoms currently enjoyed in Hong Kong, the
continuation of the economic system in Hong Kong after the reversion will be
affected by the Chinese government. Any increase in uncertainty as to the future
economic and political status of Hong Kong could have a material adverse effect
on the economy of Hong Kong and the Index.
The Sino-British Accord provides that the basic policies of China regarding
Hong Kong and the elaboration of these policies in the Sino-British Accord will
be stipulated by the National People's Congress of China in a Basic Law of the
Hong Kong Special Administrative Region (the "Hong Kong SAR") (the "Basic Law").
The Basic Law was finalized in February 1990 and adopted by the National
People's Congress on April 4, 1990. The Basic Law provides that the Chief
Executive of the Hong Kong SAR will be recommended by a committee composed of
Hong Kong residents representing a broad spectrum of distinct constituencies,
such as industry, labor and the various professions, and appointed by the
government of China. The power of amendment of the Basic Law is vested in the
National People's Congress of China. The Basic Law provides that the Hong Kong
dollar will remain the legal tender in the Hong Kong SAR after the transfer of
sovereignty. It also provides that no exchange control policies will be applied
in the Hong Kong SAR and that the Hong Kong dollar will remain freely
convertible.
In the past, the prices of shares on the HKSE and Hong Kong property market
values have experienced substantial fluctuations in response to political
developments affecting China and relations between China and the United Kingdom.
Although China has agreed by treaty that the Hong Kong SAR will have a high
degree of legislative, legal and economic autonomy, there can be no assurance as
to the consequence of the exercise of Chinese sovereignty over Hong Kong on the
future economic and political status of Hong Kong and the Index.
It is not clear how future developments in Hong Kong and China may affect
the implementation of the Basic Law after the transfer of sovereignty in 1997.
As a result of this political and legal uncertainty, the economic prospects of
Hong Kong and the companies whose stocks comprise the Index are uncertain.
Accordingly, the Hong Kong Stock Exchange has been, and can be expected to
remain, highly volatile and sensitive to adverse political developments with
regard to Hong Kong's future and perceptions of actual or potential political
developments of that kind. For this reason, among others, the Index and the
value of the Notes can also be expected to be volatile.
Underlying Stocks. The performance of certain companies listed on the Hong
Kong Stock Exchange is linked to the economic climate of China. Any downturn in
economic growth or other negative developments affecting the economic climate of
China could have a material adverse effect on the value of the Index. In
addition, the Hong Kong securities markets are currently characterized by a high
level of investment by and interest among United
6
<PAGE>
States and other non-Hong Kong persons. Changes in the level of investment or
interest could have a material adverse effect on the level of the Index.
Although none of the companies whose stocks comprise the Underlying Stocks
are currently organized under the laws of China, the level of the Index
nonetheless can be affected by developments in China. China currently indirectly
influences political and economic developments in various parts of Asia,
including Hong Kong, and its influence is expected to continue to grow. The
government of China, a socialist state controlled by the Communist Party of
China, now permits private economic activities to a certain extent. Political,
economic or social instability in, and diplomatic and other developments
associated with, China could have a significant effect on economic conditions in
Hong Kong and on the market prices and liquidity of securities traded on the
Hong Kong Stock Exchange, including the Underlying Stocks. Moreover, many of the
issuers of the Underlying Stocks have substantial investments in China, which
investments could be adversely affected by political, economic, market and other
developments in or affecting China. Accordingly, adverse political or economic
developments in China could adversely affect the level of the Index and thus the
value of the Notes.
Underlying Stocks representing approximately one-third of the market
capitalization of the Index (as of December 29, 1995) are companies engaged in
real estate asset management, development, leasing, property sales and other
related activities. Many factors may have an adverse impact on the credit
quality of these real estate companies and, indirectly, the Index. Generally,
these include economic recession, the cyclical nature of real estate markets,
overbuilding, changing demographics, changes in governmental regulations
(including tax laws and environmental, building, zoning and sales regulations),
increases in real estate taxes or costs of material and labor, the inability to
secure performance guarantees or insurance as required, the unavailability of
investment capital and the inability to obtain construction financing or
mortgage loans at rates acceptable to builders and purchasers of real estate.
Additional risks include an inability to reduce expenditures associated with a
property (such as mortgage payments and property taxes) when rental revenue
declines, and possible loss upon foreclosure of mortgaged properties if mortgage
payments are not paid when due.
Other Considerations
It is suggested that prospective investors who consider purchasing the Notes
should reach an investment decision only after carefully considering the
suitability of the Notes in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Notes and should consult their tax advisors.
Merrill Lynch & Co., MLPF&S or its affiliates may from time to time engage
in transactions involving the Underlying Stocks for their proprietary accounts
and for other accounts under their management, which may influence the value of
such Underlying Stocks and therefore the value of the Notes. MLPF&S and its
affiliates will also be the counterparties to the hedge of the Company's
obligations under the Notes. Accordingly, under certain circumstances, conflicts
of interest may arise between MLPF&S's responsibilities as Calculation Agent
with respect to the Notes and its obligations under its hedge and its status as
a subsidiary of the Company. Under certain circumstances, the duties of MLPF&S
as Calculation Agent in determining the existence of Market Disruption Events
could conflict with the interests of MLPF&S as an affiliate of the issuer of the
Notes, Merrill Lynch & Co., Inc., and with the interests of the holders of the
Notes.
DESCRIPTION OF NOTES
General
The Notes were issued as a series of Senior Debt Securities under the Senior
Indenture, referred to as the "Senior Indenture", which is more fully described
below. The Notes will mature on February 16, 1999.
7
<PAGE>
While at maturity a beneficial owner of a Note will receive the principal
amount of such Note plus the Supplemental Redemption Amount, if any, there will
be no other payment of interest, periodic or otherwise. (See "Payment at
Maturity" below.)
The Notes are not subject to redemption by the Company or at the option of
any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Notes, beneficial owners of the Notes may accelerate
the maturity of the Notes, as described under "Description of Notes--Events of
Default and Acceleration" and "Other Terms--Events of Default" in this
Prospectus.
The Notes were issued in denominations of $1,000 and integral multiples
thereof.
Payment at Maturity
At maturity, a beneficial owner of a Note will be entitled to receive the
principal amount thereof plus a Supplemental Redemption Amount, if any, all as
provided below. If the Ending Index Value of the Index does not exceed the
Benchmark Index Value a beneficial owner of a Note will be entitled to receive
only the principal amount thereof.
At maturity, a beneficial owner of a Note will be entitled to receive, with
respect to each such Note, (i) the principal amount thereof, and (ii) the
Supplemental Redemption Amount equal in amount to:
Principal Amount X Ending Index Value-Benchmark Index Value
----------------------------------------
Benchmark Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero or more than $1,000 per $1,000 principal amount of Notes. The
Benchmark Index Value equals 664.83. The Benchmark Index Value was determined on
the Pricing Date by multiplying the Starting Index Value by a factor equal to
115%. The Starting Index Value was determined by the Calculation Agent and
equaled the average (arithmetic mean) of the Computed Index Value as of 10:30
A.M., 11:00 A.M., 11:30 A.M., 12:00 Noon, 12:30 P.M., 2:30 P.M., 3:00 P.M. and
3:30 P.M. (Hong Kong time) on the Pricing Date. The "Computed Index Value" as of
any time means the number obtained by (i) multiplying the last reported sales
prices of each Underlying Stock at such time (as reported by Reuters Information
Services, Inc. with respect to intra-day prices and by The Stock Exchange of
Hong Kong Ltd. (the "Hong Kong Stock Exchange" or "HKSE") with respect to
official closing prices) by the number of shares outstanding (as provided by the
AMEX) to obtain the market capitalization for each of the Underlying Stocks and
(ii) dividing the aggregate market capitalization of all the Underlying Stocks
by the divisor used to calculate the last reported Index (see "The Index"
herein). The AMEX has confirmed that the methodology used by the Calculation
Agent to calculate the Computed Index Value is consistent with that currently
used by the AMEX to calculate the Index. The Ending Index Value will be
determined by MLPF&S (the "Calculation Agent") and will equal the average
(arithmetic mean) of the closing values of the Index determined on each of the
first five Calculation Days during the Calculation Period. If there are fewer
than five Calculation Days, then the Ending Index Value will equal the average
(arithmetic mean) of the closing values of the Index on such Calculation Days,
and if there is only one Calculation Day, then the Ending Index Value will equal
the closing value of the Index on such Calculation Day. If no Calculation Days
occur during the Calculation Period because of Market Disruption Events, then
the Ending Index Value will equal the closing value of the Index determined on
the last scheduled Index Business Day in the Calculation Period, regardless of
the occurrences of a Market Disruption Event on such day. The "Calculation
Period" means the period from and including the seventh scheduled Index Business
Day prior to the maturity date to and including the second scheduled Index
Business Day prior to the maturity date. "Calculation Day" means any Index
Business Day during the Calculation Period on which a Market Disruption Event
has not occurred. For purposes of determining the Ending Index Value, an "Index
Business Day" is a day on which the Hong Kong Stock Exchange is open for trading
and the Index or any Successor Index is calculated and published. All
determinations made by the Calculation Agent shall be at the sole discretion of
the Calculation Agent and, absent
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<PAGE>
a determination by the Calculation Agent of a manifest error, shall be
conclusive for all purposes and binding on the Company and beneficial owners of
the Notes.
The following table illustrates, for a range of hypothetical Ending Index
Values, (i) the total amount payable at maturity for each $1,000 principal
amount of Notes, (ii) the pretax annualized rate of return to beneficial owners
of Notes, and (iii) the pretax annualized rate of return of an investment in the
stocks underlying the Index (which includes an assumed aggregate dividend yield
of 3.31% per annum, and no change in the U.S. dollar/Hong Kong dollar exchange
rate, as more fully described below).
<TABLE>
<CAPTION>
Total Pretax Pretax Annualized
Hypothetical end Percentage Change Amount Annualized Rate of Rate of Return of
Index Value of Over the Starting Payable at Return on the Stocks Underlying the
the Index Index Value Maturity Notes(1) Index(1)(2)
- ---------------- ----------------- ---------- ------------------ ---------------------
<S> <C> <C> <C> <C>
289.06 -50% $1,000.00 0.00% -18.74%
346.87 -40% $1,000.00 0.00% -13.20%
404.68 -30% $1,000.00 0.00% -8.38%
462.49 -20% $1,000.00 0.00% -4.09%
520.30 -10% $1,000.00 0.00% -0.21%
578.11(3) 0% $1,000.00 0.00% 3.32%
635.92 10% $1,000.00 0.00% 6.58%
693.73 20% $1,043.47 1.41% 9.61%
751.54 30% $1,130.42 4.09% 12.43%
809.35 40% $1,217.38 6.61% 15.08%
867.17 50% $1,304.35 8.98% 17.59%
924.98 60% $1,391.30 11.22% 19.96%
982.79 70% $1,478.26 13.35% 22.21%
1,040.60 80% $1,565.21 15.38% 24.36%
1,098.41 90% $1,652.17 17.31% 26.41%
1,156.22 100% $1,739.12 19.16% 28.38%
1,214.03 110% $1,826.08 20.93% 30.26%
1,271.84 120% $1,913.03 22.64% 32.08%
1,329.65 130% $2,000.00 24.28% 33.83%
1,387.46 140% $2,000.00 24.28% 35.52%
1,445.28 150% $2,000.00 24.28% 37.15%
</TABLE>
- ----------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(2) This rate of return assumes (i) an investment of a fixed amount in the
stocks underlying the Index with the allocation of such amount reflecting
the relative weights of such stocks in the Index; (ii) a percentage change
in the aggregate price of such stocks that equals the percentage change in
the Index from the Starting Index Value to the relevant hypothetical Ending
Index Value; (iii) a constant dividend yield of 3.31% per annum, paid
quarterly from the date of initial delivery of Notes, applied to the value
of the Index at the end of each such quarter assuming such value increases
or decreases linearly from the Starting Index Value to the applicable
hypothetical Ending Index Value; (iv) no transaction fees or expenses; (v) a
term for the Notes from February 7, 1996 to February 16, 1996; (vi) a final
Index value equal to the Ending Index Value; and (vii) no change in the U.S.
dollar/Hong Kong dollar exchange rate. The aggregate dividend yield of the
stocks underlying the Index as of January 16, 1996 was approximately 3.31%.
(3) The Starting Index Value.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the pretax annualized
rate of return resulting therefrom will depend entirely on the actual Ending
Index Value determined by the Calculation Agent as provided herein. Historical
data regarding the Index is included in this Prospectus under "The
Index--Historical Data on the Index".
9
<PAGE>
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index, or the value thereof, is
changed in any material respect, or if the Index is in any other way modified so
that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Ending Index Value is to be calculated, make such adjustments as,
in the good faith judgment of the Calculation Agent, may be necessary in order
to arrive at a calculation of a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate such
closing value with reference to the Index, as adjusted. Accordingly, if the
method of calculating the Index is modified so that the value of such Index is a
fraction or a multiple of what it would have been if it had not been modified
(e.g., due to a split in the Index), then the Calculation Agent shall adjust
such Index in order to arrive at a value of the Index as if it had not been
modified (e.g., as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) a suspension or absence of trading on the HKSE of (a) 20% or more of
the Underlying Stocks and/or (b) the stocks of any three of the four most
highly capitalized companies included in the Underlying Stocks which then
comprise the Index or a Successor Index; or
(ii) the suspension or material limitation on the HK Futures Exchange or
any other major futures or securities market (which as of the date of this
Prospectus includes only the HK Futures Exchange, but which in the
Calculation Agent's judgment may change in the future) of trading in futures
or options contracts related to the Hang Seng Index, the Index or a
Successor Index.
The Hang Seng Index uses certain of the same securities in its calculation
as the Index (See "The Index--The Hong Kong Stock Exchange and the Hong Kong
Futures Exchange" herein). For purposes of determining whether a Market
Disruption Event has occurred: (1) a limitation on the hours or number of days
of trading will not constitute a Market Disruption Event if it results from an
announced change in the regular business hours of the relevant exchange, (2) a
decision to permanently discontinue trading in the relevant contract will not
constitute a Market Disruption Event, (3) a suspension of trading in a futures
or options contract on the Index by the AMEX or other major securities market by
reason of (x) a price change exceeding limits set by the AMEX or such securities
market, (y) an imbalance of orders relating to such contracts or (z) a disparity
in bid and ask quotes relating to such contracts will constitute a suspension or
material limitation of trading in futures or options contracts related to the
Index and (4) an "absence of trading" on the HKSE, HK Futures Exchange or a
major securities market on which futures or options contracts related to the
Index are traded will not include any time when the HKSE, HK Futures Exchange or
such securities market, as the case may be, itself is closed for trading under
ordinary circumstances.
Discontinuance of the Index
If the AMEX discontinues publication of the Index and the AMEX or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to such Index (any such
index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by the AMEX or such other entity for the Index and calculate the Ending Index
Value as described above under "Payment at Maturity". Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice thereof
to be given to Holders of the Notes.
If the AMEX discontinues publication of the Index and a Successor Index is
not selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount at maturity
will be a value computed
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by the Calculation Agent for each Calculation Day in accordance with the
procedures last used to calculate the Index prior to any such discontinuance. If
a Successor Index is selected or the Calculation Agent calculates a value as a
substitute for the Index as described below, such Successor Index or value shall
be substituted for the Index for all purposes, including for purposes of
determining whether a Market Disruption Event exists.
If the AMEX discontinues publication of the Index prior to the period during
which the Supplemental Redemption Amount is to be determined and the Calculation
Agent determines that no Successor Index is available at such time, then on each
Business Day until the earlier to occur of (i) the determination of the Ending
Index Value and (ii) a determination by the Calculation Agent that a Successor
Index is available, the Calculation Agent shall determine the value that would
be used in computing the Supplemental Redemption Amount as described in the
preceding paragraph as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Index may adversely affect trading in
the Notes.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes shall have occurred
and be continuing, the amount payable to a beneficial owner of a Note upon any
acceleration permitted by the Notes, with respect to each $1,000 principal
amount thereof, will be equal to: (i) the initial issue price ($1,000), plus
(ii) an additional amount of contingent interest calculated as though the date
of early repayment were the maturity date of the Notes. See "Description of
Notes-Payment at Maturity" in this Prospectus. If a bankruptcy proceeding is
commenced in respect of the Company, the claim of the beneficial owner of a Note
may be limited, under Section 502(b)(2) of Title 11 of the United States Code,
to the principal amount of the Note plus an additional amount of contingent
interest calculated as though the date of the commencement of the proceeding
were the maturity date of the Notes.
In case of default in payment at the maturity date of the Notes (whether at
their stated maturity or upon acceleration), from and after the maturity date
the Notes shall bear interest, payable upon demand of the beneficial owners
thereof, at the rate of 5.40% per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the Notes to the date payment of such
amount has been made or duly provided for.
Depository
The Notes are represented by one or more fully registered global securities
(the "Global Notes"). Each such Global Note has been deposited with, or on
behalf of, The Depository Trust Company ("DTC"), as Depository (the
"Depository"), registered in the name of DTC or a nominee thereof. Unless and
until it is exchanged in whole or in part for Notes in definitive form, no
Global Note may be transferred except as a whole by the Depository to a nominee
of such Depository or by a nominee of such Depository to such Depository or
another nominee of such Depository or by such Depository or any such nominee to
a successor of such Depository or a nominee of such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
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DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Note ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Note will
be shown on, and the transfer of such ownership interests will be effected only
through, records maintained by DTC (with respect to interests of Participants)
and on the records of Participants (with respect to interests of persons held
through Participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to own, transfer or
pledge beneficial interests in Global Notes.
So long as DTC, or its nominee, is the registered owner of a Global Note,
DTC or its nominee, as the case may be, will be considered the sole owner or
Holder of the Notes represented by such Global Note for all purposes under the
Senior Indenture. Except as provided below, Beneficial Owners in a Global Note
will not be entitled to have the Notes represented by such Global Notes
registered in their names, will not receive or be entitled to receive physical
delivery of the Notes in definitive form and will not be considered the owners
or Holders thereof under the Senior Indenture, including for purposes of
receiving any reports delivered by the Company or the Trustee pursuant to the
Senior Indenture. Accordingly, each Person owning a beneficial interest in a
Global Note must rely on the procedures of DTC and, if such Person is not a
Participant, on the procedures of the Participant through which such Person owns
its interest, to exercise any rights of a Holder under the Senior Indenture. The
Company understands that under existing industry practices, in the event that
the Company requests any action of Holders or that an owner of a beneficial
interest in such a Global Note desires to give or take any action which a Holder
is entitled to give or take under the Senior Indenture, DTC would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect Participants,
and by Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Notes registered in the name of DTC or its nominee will be made to
DTC or its nominee, as the case may be, as the Holder of the Global Notes
representing such Notes. None of the Company, the Trustee or any other agent of
the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that DTC,
upon receipt of any payment of principal or any Supplemental Redemption Amount
in respect of a Global Note, will credit the accounts of the Participants with
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interest in such Global Note as shown on the records of
DTC. The Company also expects that payments by Participants to Beneficial Owners
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Notes shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Notes, the Global
Notes will be exchangeable for Notes in definitive form of like
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tenor and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Notes shall be registered in such
name or names as the Depository shall instruct the Trustee. It is expected that
such instructions may be based upon directions received by the Depository from
Participants with respect to ownership of beneficial interests in such Global
Notes.
THE INDEX
The Index
Unless otherwise stated, all information herein on the Index is derived from
the AMEX or other publicly available sources as of February 2, 1996. Such
information reflects the policies of the AMEX as stated in such sources and such
policies are subject to change by the AMEX.
The Index is a capitalization-weighted stock index designed, developed,
maintained and operated by, and is a service mark of, the AMEX that measures the
market value performance (share price times the number of shares outstanding) of
selected Hong Kong Stock Exchange listed stocks. The Index currently is based on
the capitalization of 30 Underlying Stocks trading on the Hong Kong Stock
Exchange and is designed to represent a substantial segment of the Hong Kong
stock market. The Hong Kong Stock Exchange is the primary trading market for
most of the 30 Underlying Stocks. The primary trading market for all of the
Underlying Stocks is either Hong Kong or London. Business sector representation
of the Underlying Stocks comprising the Index as of February 2, 1996 was as
follows: property development (33.36%), financing (21.80%), conglomerates
(18.68%), utilities (18.01%) and also includes hotel/leisure (4.33%), airlines
(2.24%), property investment (0.85%), transportation (0.46%) and publishing
(0.24%). The Index was established on June 25, 1993. (See the table below for a
list of the Underlying Stocks as of February 2, 1996.) As of February 2, 1996,
the five largest Underlying Stocks accounted for approximately 48.53% of the
market capitalization of the Index, with the largest being HSBC Holdings plc
(12.30%), followed by Hutchison Whampoa Ltd. (9.80%), Sun Hung Kai Properties
Ltd. (9.45%), Hong Kong Telecommunications Ltd. (9.10%) and Hang Seng Bank Ltd.
(7.88%). The lowest weighted Underlying Stock, as of February 2, 1996, was Tai
Chung (Holdings) Ltd. (0.23%).
The Index is maintained by the AMEX and will contain at least 30 Underlying
Stocks at all times. In addition, the Underlying Stocks must meet certain
listing and maintenance standards as discussed below. The AMEX may change the
composition of the Index at any time in order to more accurately reflect the
composition and track the movement of the Hong Kong stock market. Any
replacement Underlying Stock must also meet the Underlying Stock listing and
maintenance standards as discussed below. Further, the AMEX may replace
Underlying Stocks in the event of certain corporate events, such as takeovers,
or mergers, that change the nature of the security.
The AMEX will select Underlying Stocks on the basis of their market weight,
trading liquidity, and representation of the business industries reflected on
the Hong Kong Stock Exchange. The AMEX will require that each Underlying Stock
be one issued by an entity with major business interests in Hong Kong, listed
for trading on the Hong Kong Stock Exchange, and have its primary trading market
located in a country with which the AMEX has an effective surveillance sharing
agreement. The AMEX will remove any Underlying Stock failing to meet the above
listing and maintenance criteria within 30 days after such failure occurs. In
order to ensure that the Index does not contain a large number of
thinly-capitalized, low-priced securities with small public floats and low
trading volumes, the AMEX has also established additional qualification criteria
for the inclusion and maintenance of Underlying Stocks, based on the following
standards: (1) all Underlying Stocks selected for inclusion in the Index must
have and thereafter maintain, an average daily capitalization, as calculated by
the total number of shares outstanding times the latest price per share (in Hong
Kong dollars), measured over the prior 6-month period, of at least
H.K.$3,000,000,000 (approximately U.S.$388,000,000 on the date hereof); (2) all
Underlying Stocks selected for inclusion in the Index must have, and thereafter
maintain, an average daily closing price, measured over the prior 6-month
period, not lower than H.K.$2.50 (approximately U.S.$0.32 on the date hereof);
(3) all Underlying Stocks selected for inclusion in the Index must have, and
thereafter maintain an average daily trading volume,
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measured over the prior 6-month period, of more than 1,000,000 shares per day,
although up to, but no more than, three Underlying Stocks may have an average
daily trading volume, measured over the prior 6-month period, of less than
1,000,000 shares per day, but in no event less than 500,000 shares per day; and
(4) all Underlying Stocks selected for inclusion in the Index must have, and
thereafter maintain, a minimum "free float" value (total freely tradeable
outstanding shares minus insider holdings), based on a monthly average measured
over the prior 3-month period, of U.S.$238,000,000, although up to, but no more
than, three Underlying Stocks may have a free float value of less than
U.S.$238,000,000 but in no event less than U.S.$150,000,000, measured over the
same period. The AMEX will review and apply the above qualification criteria
relating to the Underlying Stocks on a quarterly basis, conducted the last
business day in January, April, July, and October. Any Underlying Stock failing
to meet the above listing and maintenance criteria will be reviewed on the
second Friday of the second month following the quarterly review to again
determine compliance with the above criteria. Any Underlying Stock failing this
second review will be replaced by a "qualified" Underlying Stock effective upon
the close of business on the following Friday, provided however, that if such
Friday is not a day on which the AMEX is open for trading, the replacement will
be effective at the close of business on the first preceding day on which the
AMEX is open for trading. The AMEX will notify its membership immediately after
it determines to replace an Underlying Stock.
The annual reports and prospectuses of the companies listed on the Hong Kong
Stock Exchange are available for investors' inspection in the City Hall Library
(a public library in Central Hong Kong). The Hong Kong Stock Exchange library
also has information for each listed company but it is available only to members
of the Hong Kong Stock Exchange.
A company whose stock is included in the Index is not required to be
incorporated under the laws of Hong Kong.
The Index is a capitalization-weighted index. A company's market
capitalization is calculated by multiplying the number of shares outstanding by
the company's current share price (in Hong Kong dollars). For valuation purposes
unrelated to the Notes, one Index unit (1.0) is assigned a fixed value of one
U.S. dollar. The Index measures the average change in prices of the Underlying
Stocks, weighted according to their respective market capitalizations, so that
the effect of a percentage price change in an Underlying Stock will be greater
the larger the Underlying Stock's market capitalization. The Index was
established by the AMEX on June 25, 1993, on which date the Index value was set
at 350.00. The daily calculation and public dissemination by the AMEX of the
Index commenced on September 1, 1993. The data relating to the Index was
back-calculated by the AMEX from January 2, 1989 to August 31, 1993. The Index
is calculated by (i) adding the market capitalization of each Underlying Stock
and (ii) dividing such sum by an adjusted base market capitalization or divisor.
On June 25, 1993, the market value of the Underlying Stocks was approximately
H.K.$1,152,829,149,500 (equivalent to approximately U.S.$148,656,241,000 based
on the exchange rate as of such date) and the divisor used to calculate the
Index was 3,293,797,570. The AMEX selected that particular divisor number in
order, among other things, to ensure that the Index was set at a general price
level consistent with other well recognized stock markets. The divisor is
subject to periodic adjustments as set forth below. The Index is calculated once
every Index Calculation Day by the AMEX based on the most recent official
closing prices of each of the Underlying Stocks reported by the Hong Kong Stock
Exchange. Pricing of the Index will be performed each day and be disseminated
before the opening of trading via the Consolidated Tape Authority Network-B
continuously during each day on which the AMEX is open for trading. The
dissemination value, however, will remain the same throughout the trading day
because the trading hours of the Hong Kong Stock Exchange do not overlap with
AMEX trading hours. Accordingly, updated price information for the Underlying
Stocks will be unavailable.
In order to maintain continuity in the level of the Index in the event of
certain changes due to non-market factors affecting the Underlying Stocks, such
as the addition or deletion of stocks, substitution of stock, stock dividends,
stock splits, distributions of assets to stockholders or other capitalization
events, the divisor used in calculating the Index is adjusted in a manner
designed to prevent any instantaneous change or discontinuity in the level of
the Index and in order that the value of the Index immediately after such change
will equal the level of the Index immediately prior to the change. Thereafter,
the divisor remains at the new value until a further adjustment
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is necessary as the result of another change. Nevertheless, changes in the
identities and characteristics of the Underlying Stocks may significantly affect
the behavior of the Index over time.
The AMEX is under no obligation to continue the calculation and
dissemination of the Index and the method by which the Index is calculated and
the name "The AMEX Hong Kong 30 Index" may be changed at the discretion of the
AMEX. The Notes are not sponsored, endorsed, sold or promoted by the AMEX. No
inference should be drawn from the information contained in this Prospectus that
the AMEX makes any representation or warranty, implied or express, to the
Company, the beneficial owners of Notes or any member of the public regarding
the advisability of investing in securities generally or in the Notes in
particular or the ability of the Index to track general stock market
performance. The AMEX has no obligation to take the needs of the Company or the
beneficial owners of Notes into consideration in determining, composing or
calculating the Index. The AMEX is not responsible for, and has not participated
in the determination of the timing of prices for or quantities of, the Notes to
be issued or in the determination or calculation of the equation by which the
Supplemental Redemption Amount is determined. The AMEX has no obligation or
liability in connection with the administration, marketing or trading of the
Notes.
The use of and reference to the Index in connection with the Notes have been
consented to by the AMEX.
Except with respect to the responsibility of the Calculation Agent to make
certain calculations under certain circumstances as described herein, none of
the Company, the Trustee, the Calculation Agent or the Underwriter accepts any
responsibility for the calculation, maintenance or publication of the Index or
any Successor Index. The AMEX disclaims all responsibility for any inaccuracies
in the data on which the Index is based, or any mistakes or errors or omissions
in the calculations or dissemination of the Index or for the manner in which
such index is applied in determining the Supplemental Redemption Amount, if any.
A potential investor should review the historical performance of the Index.
The historical performance of the Index should not be taken as an indication of
future performance, and no assurance can be given that the Index will increase
sufficiently to cause the beneficial owners of the Securities to receive an
amount in excess of the principal amount at the maturity of the Securities.
The Hong Kong Stock Exchange and the Hong Kong Futures Exchange
As of September 29, 1995, the Hong Kong Stock Exchange was the world's ninth
largest stock exchange based on U.S. dollar market capitalization. There are no
market-makers in Hong Kong, but exchange dealers may act as dual capacity
broker-dealers. All of the Underlying Stocks of the Index are traded through the
computerized trading system. Trading is undertaken from 10:00 A.M. to 12:30 P.M.
and then from 2:30 P.M. to 3:55 P.M. (Hong Kong time) every Hong Kong day except
Saturdays, Sundays and other days on which the Hong Kong Stock Exchange is
closed. Hong Kong time is 12 hours ahead of Eastern Daylight Savings Time and 13
hours ahead of Eastern Standard Time. Settlement of trades is required within 48
hours and is conducted by electronic book-entry delivery through the Central
Clearing and Settlement System.
Due to the time differences between New York City and Hong Kong, on any
normal trading day, trading on the Hong Kong Stock Exchange of the Underlying
Stocks currently will cease at 2:55 A.M. or 3:55 A.M., New York City time. Using
the last reported closing prices of the Underlying Stocks on the Hong Kong Stock
Exchange, the level of the Index on any such trading day generally will be
calculated, published and disseminated by the AMEX in the United States shortly
prior to the opening of trading on the AMEX in New York on the same calendar
day.
The Hong Kong Stock Exchange has adopted certain measures intended to
prevent any extreme short-term price fluctuations resulting from order
imbalances or market volatility. Where the Hong Kong Stock Exchange considers it
necessary for the protection of the investor or the maintenance of an orderly
market, it may at any time suspend dealings in any securities or cancel the
listing of any securities in such circumstances and subject to such conditions
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as it thinks fit, whether requested by the listed issuer or not. The Hong Kong
Stock Exchange may also do so where: (1) an issuer fails, in a manner which the
Hong Kong Stock Exchange considers material, to comply with the Hong Kong Stock
Exchange Listing Rules or its Listing Agreements; or (2) the Hong Kong Stock
Exchange considers there are insufficient securities in the hands of the public;
or (3) the Hong Kong Stock Exchange considers that the listed issuer does not
have a sufficient level of operations or sufficient assets to warrant the
continued listing of the issuer's securities; or (4) the Hong Kong Stock
Exchange considers that the issuer or its business is no longer suitable for
listing. Investors should also be aware that the Hong Kong Stock Exchange may
suspend the trading of individual stocks in certain limited and extraordinary
circumstances, until certain price-sensitive information has been disclosed to
the public. For instance, dealing on a listed company's shares will normally be
suspended when information about an intention to make a private placing, or a
very substantial transaction compared to the net asset value of the company, has
been leaked through an improper channel. Trading will not be resumed until after
a formal announcement has been made. Trading of a company's shares may also be
suspended if there is unusual trading activity in that stock.
An issuer may apply for suspension on its own accord. A suspension request
will normally only be acceded to in the following circumstances: (1) where, for
a reason acceptable to the Hong Kong Stock Exchange, price-sensitive information
cannot at that time be disclosed; (2) where the issuer is subject to an offer,
but only where terms have been agreed in principle and require discussion with,
and agreement by, one or more major shareholders (suspensions will only normally
be appropriate where no previous announcement has been made); (3) to maintain an
orderly market; (4) where there is an occurrence of certain levels of notifiable
transactions, such as substantial changes in the nature, control or structure of
the issuer, where publication of full details is necessary to permit a realistic
valuation to be made of the securities concerned, or the approval of
shareholders is required; (5) where the issuer is no longer suitable for
listing, or becomes a "cash" company; or (6) for issuers going into receivership
or liquidation.
As a result of the foregoing, variations in the Index may be limited by
suspension of trading of individual stocks which comprise the Index which may in
turn, adversely affect the value of the Notes. In addition, a partial or total
halt in trading of all of the Underlying Stocks could result in a Market
Disruption Event. See "Description of Notes--Adjustments to the Index; Market
Disruption Events" herein.
Because the Index uses certain of the same securities in its calculation as
the Hang Seng Index ("HSI"), another stock index, the HSI is referenced to
determine if a Market Disruption Event has occurred. A Market Disruption Event
can occur if there is a suspension or material limitation on the HK Futures
Exchange of trading in futures or options contracts related to the HSI. The
stock index contracts traded on the HK Futures Exchange are based upon the HSI
and its four sub-indices: properties, utilities, finance, and commerce and
industry. The HSI is a value-weighted index of 33 stocks and every stock in the
HSI is represented in one of the four sub-indices. The following Underlying
Stocks of the Index (as of December 29, 1995) are not constituent securities of
the HSI: Chinese Estates Holdings, Henderson Investment Ltd. and Tai Cheung
(Holdings) Ltd. The following constituent securities of the HSI (as of December
29, 1995) are not Underlying Stocks of the Index: Hong Kong Aircraft Eng. Co.
Ltd., Johnson Electric Holdings Ltd., Mirmar Hotel and Inv. Co. Ltd., Shangri-La
Asia Ltd., South China Morning Post (Holdings) Ltd. and Television Broadcasts
Ltd. The Index also differs from the HSI in that, among other things, the
selection, maintenance and replacement criteria for the constituent securities
of the two indices are not the same and that they are operated and governed by
the rules of different entities.
Currently, the contracts listed on the HK Futures Exchange are HSI futures,
HSI sub-indices futures, HSI options, gold and Hong Kong Interbank Offered Rate
futures. There is a daily maximum fluctuation limit of 300 points imposed on the
HSI contracts (not applicable to spot mark contracts). Once the limit is
touched, orders cannot be transacted above (the outside limit) or below (the
downside limit) but orders within the range can continue to trade.
The foregoing discussion reflects the current rules governing the Hong Kong
Stock Exchange and the HK Futures Exchange, which are subject to change.
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The HK Futures Exchange takes no responsibility for the contents of this
document, makes no representations as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this document. The
HK Futures Exchange has made no assessment of, nor taken any responsibility for,
the financial soundness of the Company or the merits of investing in the Notes,
nor have they verified the accuracy or the truthfulness of statements made or
opinions expressed in this document.
"Hong Kong Futures Exchange" and "HK Futures Exchange" are trademarks of the
Hong Kong Futures Exchange Ltd.
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
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Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of
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that series. The Trustee or the Holders of 25% in principal amount of the
Outstanding Senior Debt Securities of that series may declare the principal
amount (or such lesser amount as may be provided for in the Senior Debt
Securities of that series) of all Outstanding Senior Debt Securities of that
series and the interest due thereon and Additional Amounts payable in respect
thereof, if any to be due and payable immediately if an Event of Default with
respect to Senior Debt Securities of such series shall occur and be continuing
at the time of such declaration. At any time after a declaration of acceleration
has been made with respect to Senior Debt Securities of any series but before a
judgment or decree for payment of money due has been obtained by the Trustee,
the Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of that series may rescind any declaration of acceleration and its
consequences, if all payments due (other than those due as a result of
acceleration) have been made and all Events of Default have been remedied or
waived. Any Event of Default with respect to Senior Debt Securities of any
series may be waived by the Holders of a majority in principal amount of all
Outstanding Senior Debt Securities of that series, except in a case of failure
to pay principal or premium, if any, or interest or Additional Amounts payable
on any Senior Debt Security of that series for which payment had not been
subsequently made or in respect of a covenant or provision which cannot be
modified or amended without the consent of the Holder of each Outstanding Senior
Debt Security of such series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not
19
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a "report" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
20
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Equity Participation Securities with Minimum Return Protection due June 30,
1999
On June 28, 1993, Merrill Lynch & Co., Inc. (the "Company") issued
$355,000,000 aggregate principal amount of Equity Participation Securities with
Minimum Return Protection due June 30, 1999 (the "Securities", or the "Notes").
As of the date of this Prospectus, $220,000,000 aggregate principal amount of
the Securities remain outstanding. The Securities were issued in denominations
of $1,000 and integral multiples thereof, bear no periodic payments of interest
and will mature on June 30, 1999. At maturity, a beneficial owner of a Security
will be entitled to receive, with respect to each Security, the principal amount
thereof plus an interest payment (the "Supplemental Redemption Amount") based on
the percentage increase, if any, in the S&P 500 Composite Stock Price Index (the
"S&P 500 Index"). The Securities were issued as a series of Senior Debt
Securities under the Senior Indenture described herein. The Securities are not
redeemable prior to maturity.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security, (B) the percentage change from 447.43, the closing value of the S&P
500 Index on June 16, 1993, as compared to the Final Average Value, and (C)
128%. In no event, however, will the Supplemental Redemption Amount be less than
$200 per $1,000 principal amount of the Securities (the "Minimum Supplemental
Redemption Amount"), representing a minimum annualized rate of return of 3.06%.
The calculation of the Final Average Value, as more fully described herein, will
equal the arithmetic average of the closing values of the S&P 500 Index on
certain days during June of 1997, 1998 and 1999.
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity and the calculation and the composition of the
S&P 500 Index, see "Description of Securities" and "The Standard & Poor's 500
Index" in this Prospectus. For other information that should be considered by
prospective investors, see "Risk Factors" beginning on page 4 of this
Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Depository. Beneficial owners of the Securities will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
symbol "MERP ZR99".
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------
This Prospectus has been prepared in connection with the Warrants and is to
be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
---------------
Merrill Lynch & Co.
---------------
The date of this Prospectus is ________, 1997.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE
AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies
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<PAGE>
should be directed to Mr. Gregory T. Russo, Secretary, Merrill Lynch & Co.,
Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512; telephone
number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges .................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
3
<PAGE>
RISK FACTORS
Payment at Maturity
Investors should be aware that if the Final Average Value of the S&P 500
Index does not exceed the Initial Value by more than approximately 15.63%,
beneficial owners of the Securities will receive only the principal amount
thereof and the Minimum Supplemental Redemption Amount. A beneficial owner of
the Securities may receive a Supplemental Redemption Amount equal only to the
Minimum Supplemental Redemption Amount at maturity, and such Minimum
Supplemental Redemption Amount is below what the Company would pay as interest
as of the date of issuance if the Company issued non-callable senior debt
securities with a similar maturity as that of the Securities. The return of
principal of the Securities at maturity and the payment of the Minimum
Supplemental Redemption Amount are not expected to reflect the full opportunity
costs implied by inflation or other factors relating to the time value of money.
The S&P 500 Index does not reflect the payment of dividends on the stocks
underlying it and therefore, in addition to the considerations regarding
averaging discussed below, the yield based on the S&P 500 Index to the maturity
of the Securities will not produce the same yield as if such underlying stocks
were purchased and held for a similar period.
Because the Final Average Value will be based upon average values of the S&P
500 Index during specified periods in three successive years, a significant
increase in the S&P 500 Index as measured by the average values during the
specified period in the final year, or in either earlier year, may be
substantially or entirely offset by the average values of the S&P 500 Index
during the specified periods in the other two years.
Trading
The Securities have been listed on the New York Stock Exchange under the
symbol "MERP ZR99". There can be no assurances as to how the Securities will
trade in the secondary market or whether such market will be liquid. It is
expected that the secondary market for the Securities will be affected by the
creditworthiness of the Company and by a number of other factors. Because the
Final Average Value is an average of the three Calculation Values as described
below, the price at which a beneficial owner of a Security will be able to sell
such Security in the secondary market may be at a discount if the first or
second such Calculation Value is below the Initial Value.
The trading value of the Securities is expected to depend primarily on the
extent of the appreciation, if any, of the S&P 500 Index over the Initial Value.
If, however, Securities are sold prior to the maturity date at a time when the
S&P 500 Index exceeds the Initial Value, the sale price may be at a discount
from the amount expected to be payable to the beneficial owner if such excess of
the S&P 500 Index over the Initial Value were to prevail until maturity of the
Securities because of the possible fluctuation of the S&P 500 Index between the
time of such sale and the maturity date and the effect of the value of the S&P
500 Index on prior days used to calculate the Final Average Value, if any.
Furthermore, the price at which a beneficial owner will be able to sell
Securities prior to maturity may be at a discount, which could be substantial,
from the principal amount thereof, if, at such time, the S&P 500 Index is below,
equal to or not sufficiently above the Initial Value and/or if the value of the
S&P 500 Index on prior days used to calculate the Final Average Value, if any,
was below, equal to or not sufficiently above the Initial Value. A discount
could also result from rising interest rates.
The trading values of the Securities may be affected by a number of
interrelated factors, including the creditworthiness of the Company and those
factors listed below. The relationship among these factors is complex, including
how these factors affect the relative value of the principal amount of the
Securities to be repaid at maturity and the value of the Supplemental Redemption
Amount. Accordingly, investors should be aware that factors other than the level
of the S&P 500 Index are likely to affect the Securities' trading value. The
expected theorized effect on the trading value of the Securities of each of the
factors listed below, assuming in each case that all other factors are held
constant, is as follows:
Interest Rates. In general, if U.S. interest rates increase, the value
of the Securities is expected to decrease. If U.S. interest rates decrease,
the value of the Securities is expected to increase. Interest rates may also
affect the U.S. economy, and, in turn, the value of the S&P 500 Index.
Rising interest rates may lower the value of the S&P 500 Index and, thus,
the Securities. Falling interest rates may increase the value of
4
<PAGE>
the S&P 500 Index and, thus, may increase the value of the Securities.
Volatility of the S&P 500 Index. If the volatility of the S&P 500 Index
increases, the trading value of the Securities is expected to increase. If
the volatility of the S&P 500 Index decreases, the trading value of the
Securities is expected to decrease.
Time Remaining to Maturity. The Securities may trade at a value above
that which may be inferred from the level of interest rates and the S&P 500
Index. This difference will reflect a "time premium" due to expectations
concerning the value of the S&P 500 Index during the period prior to
maturity of the Securities. As the time remaining to maturity of the
Securities decreases, however, this time premium is expected to decrease,
thus decreasing the trading value of the Securities. In addition, the price
at which a beneficial owner may be able to sell Securities prior to maturity
may be at a discount, which may be substantial, from the minimum expected
value at maturity if one or more Calculation Values, as defined below, were
below, equal to or not sufficiently above the Initial Value.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the S&P 500 Index increase, the value of the Securities is
expected to decrease. Conversely, if dividend rates on the stocks comprising
the S&P 500 Index decrease, the value of the Securities is expected to
increase. However, in general, rising U.S. corporate dividend rates may
increase the value of the S&P 500 Index and, in turn, increase the value of
the Securities. Conversely, falling U.S. dividend rates may decrease the
value of the S&P 500 Index and, in turn, decrease the value of the
Securities.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, which is
more fully described under "Other Terms" in this Prospectus. The Securities will
mature on June 30, 1999.
No periodic payments of interest will be payable with respect to the
Securities. (See "Payment at Maturity", below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities--Events of Default and Acceleration" and "Other Terms--Events of
Default" in this Prospectus.
The Securities are transferable in denominations of $1,000 and integral
multiples thereof.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount, all as
provided below. If the Final Average Value of the S&P 500 Index does not exceed
the Initial Value by more than approximately 15.63%, a beneficial owner of a
Security will be entitled to receive only the principal amount thereof and the
Minimum Supplemental Redemption Amount.
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At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof, and (ii)
the Supplemental Redemption Amount equal in amount to:
Principal Amount x Final Average Value-Initial Value x 128%
---------------------------------
Initial Value
provided, that the Supplemental Redemption Amount will not be less than the
Minimum Supplemental Redemption Amount of $200 per $1,000 principal amount of
Securities. The Initial Value equals 447.43, the closing value of the S&P 500
Index on June 16, 1993.
The Final Average Value of the S&P 500 Index will be determined by State
Street Bank and Trust Company (the "Calculation Agent") and will equal the
arithmetic average (mean) of the Yearly Values, as defined below, for 1997, 1998
and 1999. The Yearly Value for any year will be calculated during the
Calculation Period for such year which will be from and including June 18 in
1997, June 18 in 1998 and June 17 in 1999 to and including the fifth scheduled
Business Day after such date. The Yearly Value for each year will equal the
arithmetic average (mean) of the closing values of the S&P 500 Index on the
first day in the applicable Calculation Period (provided that a Market
Disruption Event, as defined below, shall not have occurred on such day) and on
each succeeding Business Day (provided that a Market Disruption Event shall not
have occurred on the applicable day) up to and including the last Business Day
in the applicable Calculation Period (each, a "Calculation Date") until the
Calculation Agent has so determined such closing values for five Business Days.
If a Market Disruption Event occurs on two or more of the Business Days during a
Calculation Period, the Yearly Value for the relevant year will equal the
average of the values on Business Days on which a Market Disruption Event did
not occur during such Calculation Period or, if there is only one such Business
Day, the value on such day. If Market Disruption Events occur on all of such
Business Days during a Calculation Period, the Yearly Value for the relevant
year shall equal the closing value of the S&P 500 Index on the last Business Day
of the Calculation Period regardless of whether a Market Disruption Event shall
have occurred on such day.
For purposes of determining the Final Average Value, a "Business Day" is a
day on which The New York Stock Exchange is open for trading. All determinations
made by the Calculation Agent shall be at the sole discretion of the Calculation
Agent and, absent a determination by the Calculation Agent of a manifest error,
shall be conclusive for all purposes and binding on the Company and beneficial
owners of the Securities.
If S&P discontinues publication of the S&P 500 Index and S&P or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the S&P 500 Index (any
such index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by S&P or such other entity for the S&P 500 Index and calculate the Final
Average Value as described in the preceding paragraph. Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice thereof
to be published in The Wall Street Journal (or another newspaper of general
circulation) within three Business Days of such selection.
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is not selected by the Calculation Agent or is no longer published on any of the
Calculation Dates, the value to be substituted for the S&P 500 Index for any
such Calculation Date used to calculate the Supplemental Redemption Amount at
maturity will be calculated as described below under "Discontinuance of the S&P
500 Index".
If a Successor Index is selected or the Calculation Agent calculates a value
as a substitute for the S&P 500 Index as described below, such Successor Index
or value shall be substituted for the S&P 500 Index for all purposes, including
for purposes of determining whether a Market Disruption Event exists.
If at any time the method of calculating the S&P 500 Index, or the value
thereof, is changed in a material respect, or if the S&P 500 Index is in any
other way modified so that such Index does not, in the opinion of the
Calculation Agent, fairly represent the value of the S&P 500 Index had such
changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
date that the closing value with respect to the Final Average Value is to be
calculated, make such adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a calculation of a
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<PAGE>
value of a stock index comparable to the S&P 500 Index as if such changes or
modifications had not been made, and calculate such closing value with reference
to the S&P 500 Index, as adjusted. Accordingly, if the method of calculating the
S&P 500 Index is modified so that the value of such Index is a fraction or a
multiple of what it would have been if it had not been modified (e.g., due to a
split in the Index), then the Calculation Agent shall adjust such Index in order
to arrive at a value of the S&P 500 Index as if it had not been modified (e.g.,
as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New
York Stock Exchange Rule 80A (or any applicable rule or regulation enacted
or promulgated by the New York Stock Exchange, any other self regulatory
organization or the Commission of similar scope as determined by the
Calculation Agent) on trading during significant market fluctuations shall
be considered "material" for purposes of this definition), in each case, for
more than two hours of trading in 100 or more of the securities included in
the S&P 500 Index, or
(ii) the suspension or material limitation, in each case, for more than
two hours of trading (whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise) in (A)
futures contracts related to the S&P 500 Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the S&P 500
Index which are traded on the Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
The following table illustrates, for a range of hypothetical Final Average
Values, the total amount payable at maturity for each $1,000 principal amount of
Securities.
Total
Hypothetical Final Percentage Change Amount
Average Value of Over Initial Payable at
the S&P 500 Index Value Maturity
- ------------------ ----------------- ----------
223.72 -50% $1,200
268.46 -40% $1,200
313.20 -30% $1,200
357.94 -20% $1,200
402.69 -10% $1,200
447.43(1) 0% $1,200
492.17 10% $1,200
536.92 20% $1,256
581.66 30% $1,384
626.40 40% $1,512
671.15 50% $1,640
715.89 60% $1,768
760.63 70% $1,896
805.37 80% $2,024
850.12 90% $2,152
894.86 100% $2,280
939.60 110% $2,408
984.35 120% $2,536
- ----------
(1) Initial Value.
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The above figures are for purposes of illustration only. The actual Total
Redemption Amount received by investors will depend entirely on the actual Final
Average Value determined by the Calculation Agent as provided herein. Because
the Final Average Value will be based upon average values of the S&P 500 Index
during specified periods in three successive years, a significant increase or
decrease in the S&P 500 Index as measured by the average values during the
specified period in any year may be substantially or entirely offset by the
average values of the S&P 500 Index during the specified periods in the other
two years.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the state of New
York. Under present New York law, the maximum rate of interest is 25% per annum
on a simple interest basis. This limit may not apply to Securities in which
$2,500,000 or more has been invested. While the Company believes that New York
law would be given effect by a state or federal court sitting outside of New
York, state laws frequently regulate the amount of interest that may be charged
to and paid by a borrower (including, in some cases, corporate borrowers). It is
suggested that prospective investors consult their personal advisors with
respect to the applicability of such laws. The Company has covenanted for the
benefit of the beneficial owners of the Securities, to the extent permitted by
law, not to claim voluntarily the benefits of any laws concerning usurious rates
of interest against a beneficial owner of the Securities.
Discontinuance of the S&P 500 Index and Successor Index
If S&P discontinues publication of the S&P 500 Index and a Successor Index
is available, then the amount payable at maturity or upon earlier acceleration
will be determined by reference to the Successor Index, as provided above.
If the publication of the S&P 500 Index is discontinued and S&P or another
entity does not publish a Successor Index on any of the Calculation Dates, the
value to be substituted for the S&P 500 Index for any such Calculation Date used
to calculate the Supplemental Redemption Amount at maturity will be the value
computed by the Calculation Agent for each such Calculation Date in accordance
with the following procedures:
(1) identifying the component stocks of the S&P 500 Index or any Successor
Index as of the last date on which either of such indices was calculated by S&P
or another entity and published by S&P or such other entity (each such component
stock is a "Last Component Stock");
(2) for each Last Component Stock, calculating as of each such Calculation
Date the product of the market price per share and the number of the then
outstanding shares (such product referred to as the "Market Value" of such
stock), by reference to (a) the closing market price per share of such Last
Component Stock as quoted by the New York Stock Exchange or the American Stock
Exchange or any other registered national securities exchange that is the
primary market for such Last Component Stock, or if no such quotation is
available, then the closing market price as quoted by any other registered
national securities exchange or the National Association of Securities Dealers
Automated Quotation National Market System ("NASDAQ"), or if no such price is
quoted, then the market price from the best available source as determined by
the Calculation Agent (collectively, the "Exchanges") and (b) the most recent
publicly available statement of the number of outstanding shares of such Last
Component Stock;
(3) aggregating the Market Values obtained in clause (2) for all Last
Component Stocks;
(4) ascertaining the Base Value (as defined below under "The Standard &
Poor's 500 Index--Computation of the Index") in effect as of the last day on
which either the S&P 500 Index or any Successor Index was published by S&P or
another entity, adjusted as described below;
(5) dividing the aggregate Market Value of all Last Component Stocks by the
Base Value (adjusted as aforesaid);
(6) multiplying the resulting quotient (expressed in decimals) by ten.
If any Last Component Stock is no longer publicly traded on any registered
national securities exchange or in the over-the-counter market, the last
available market price per share for such Last Component Stock as quoted by any
registered national securities exchange or in the over-the-counter market, and
the number of outstanding shares
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thereof at such time, will be used in computing the last available Market Value
of such Last Component Stock. Such Market Value will be used in all computations
of the S&P 500 Index thereafter.
If a company that has issued a Last Component Stock and another company that
has issued a Last Component Stock are consolidated to form a new company, the
common stock of such new company will be considered a Last Component Stock and
the common stocks of the constituent companies will no longer be considered Last
Component Stocks. If any company that has issued a Last Component Stock merges
with, or acquires, a company that has not issued a Last Component Stock, the
common stock of the surviving corporation will, upon the effectiveness of such
merger or acquisition, be considered a Last Component Stock. In each such case,
the Base Value will be adjusted so that the Base Value immediately after such
consolidation, merger or acquisition will equal (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value of all Last Component Stocks immediately after such event, divided by the
aggregate Market Value for all Last Component Stocks immediately prior to such
event.
If a company that has issued a Last Component Stock issues a stock dividend,
declares a stock split or issues new shares pursuant to the acquisition of
another company, then, in each case, the Base Value will be adjusted (in
accordance with the formula described below) so that the Base Value immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the effectiveness of the stock split or the time new shares of such
Last Component Stock commence trading equals (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value for all Last Component Stocks immediately after such event, divided by the
aggregate Market Value of all Last Component Stocks immediately prior to such
event. The Base Value used by the Calculation Agent to calculate the value
described above will not necessarily be adjusted in all cases in which S&P, in
its discretion, might adjust the Base Value (as described below under "The
Standard & Poor's 500 Index--Computation of the S&P 500 Index").
If S&P discontinues publication of the S&P 500 Index prior to the period
during which the Supplemental Redemption Amount is to be determined and the
Calculation Agent determines that no Successor Index is available at such time,
then on each Business Day until the earlier to occur of (i) the determination of
the Final Average Value and (ii) a determination by the Calculation Agent that a
Successor Index is available, the Calculation Agent shall determine the value
that would be used in computing the Supplemental Redemption Amount by reference
to the method set forth in clauses (1) through (6) in the fourth preceding
paragraph above as if such day were a Calculation Date. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the S&P 500 Index may adversely affect
trading in the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities, with respect to each
$1,000 principal amount thereof, will be equal to: (i) the initial issue price
($1,000), plus (ii) an additional amount of contingent interest calculated as
though the date of early repayment were the maturity date of the Securities. The
Calculation Period used to calculate the final Yearly Value of the Notes so
accelerated will begin on the eighth scheduled Business Day next preceding the
scheduled date for such early redemption. If such final Yearly Value is the only
Yearly Value which shall have been calculated with respect to the Notes, such
final Yearly Value will be the Final Average Value. If one or two other Yearly
Values shall have been calculated with respect to the Notes for prior years when
the Notes shall have been outstanding, the average of the final Yearly Value and
such one other Yearly Value or such two other Yearly Values, as the case may be,
will be the Final Average Value. The Minimum Supplemental Redemption Amount with
respect to any such early redemption date will be an amount equal to the
interest which would have accrued on the Securities from and including the date
of original issuance to but excluding the date of early redemption at an
annualized rate of 3.06%, calculated on a semiannual bond equivalent basis. See
"Description of Securities--Payment at Maturity" in this Prospectus. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
beneficial owner of a Security may be limited, under Section 502(b)(2) of Title
11 of the United States Code, to the principal amount of the Security plus an
additional amount of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the Securities.
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In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 7% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Depository
The Securities are represented by three fully registered global securities
(the "Global Securities"). Each such Global Security has been deposited with, or
on behalf of, The Depository Trust Company ("DTC"), as Depository (the
"Depository"), registered in the name of DTC or a nominee thereof. Unless and
until it is exchanged in whole or in part for Securities in definitive form, no
Global Security may be transferred except as a whole by the Depository to a
nominee of such Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by such Depository or any such nominee
to a successor of such Depository or a nominee of such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the Senior Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or Holders thereof under the Senior Indenture.
Accordingly, each Person owning a beneficial interest in a Global Security must
rely on the procedures of DTC and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in such a Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, DTC would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect Participants,
and by Participants and Indirect Participants to Beneficial Owners will be
governed by
10
<PAGE>
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global
Securities representing such Securities. None of the Company, the Trustee or any
other agent of the Company or agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests or for supervising or reviewing any
records relating to such beneficial ownership interests. The Company expects
that DTC, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of DTC. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Securities will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Depository
from Participants with respect to ownership of beneficial interests in such
Global Securities.
THE STANDARD & POOR'S 500 INDEX
All disclosure contained in this Prospectus regarding the S&P 500 Index,
including, without limitation, its make-up, method of calculation and changes in
its components, was derived from publicly available information prepared by S&P
as of May 28, 1993. The Company takes no responsibility for the accuracy or
completeness of such information.
General
The S&P 500 Index is published by S&P and is intended to provide an
indication of the pattern of common stock price movement. The calculation of the
value of the S&P 500 Index (discussed below in further detail) is based on the
relative value of the aggregate Market Value (as defined above) of the common
stocks of 500 companies as of a particular time as compared to the aggregate
average Market Value of the common stocks of 500 similar companies during the
base period of the years 1941 through 1943. As of May 28, 1993, the 500
companies included in the S&P 500 Index represented approximately 75% of the
aggregate Market Value of common stocks traded on The New York Stock Exchange;
however, the 500 companies are not the 500 largest companies listed on The New
York Stock Exchange and not all 500 companies are listed on such exchange. As of
May 28, 1993, the aggregate market value of the 500 companies included in the
S&P 500 Index represented approximately 70% of the aggregate market value of
United States domestic, public companies. S&P chooses companies for inclusion in
the S&P 500 Index with the aim of achieving a distribution by broad industry
groupings that approximates the distribution of these groupings in the common
stock population of The New York Stock Exchange, which S&P uses as an assumed
model for the composition of the total market. Relevant criteria employed by S&P
include the viability of the particular company, the extent to which that
company represents the industry group to which it is assigned, the extent to
which the market price of that company's common stock is generally responsive to
changes in the affairs of the respective industry and the Market Value and
trading activity of the common stock of that company. As of May 28, 1993, the
500 companies included in the Index were divided into 88 individual groups.
These individual groups comprised the following four main groups of companies
(with the number of companies currently included in each group indicated in
parentheses): Industrials (384), Utilities (46), Transportation (15) and
Financial (55). S&P may from time to time, in its sole discretion, add companies
to, or delete companies from, the S&P 500 Index to achieve the objectives stated
above.
Computation of the S&P 500 Index
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S&P computes the S&P 500 Index as of a particular time as follows:
(1) the Market Value of each component stock is determined as of
such time;
(2) the Market Value of all component stocks as of such time (as
determined under clause (1) above) are aggregated;
(3) the mean average of the Market Values as of each week in the
base period of the years 1941 through 1943 of the common stock of each
company in a group of 500 substantially similar companies is determined;
(4) the mean average Market Values of all such common stocks over
such base period (as determined under clause (3) above) are aggregated
(such aggregate amount being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such
time (as determined under clause (2) above) is divided by the Base
Value; and
(6) the resulting quotient (expressed in decimals) is multiplied by
ten.
While S&P employs the above methodology to calculate the S&P 500 Index, no
assurance can be given that S&P will not modify or change such methodology in a
manner that may affect the Supplemental Redemption Amount payable to beneficial
owners of Securities upon maturity or otherwise.
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase thereof by employees
pursuant to employee benefit plans, certain consolidations and acquisitions, the
granting to shareholders of rights to purchase other securities of the company,
the substitution by S&P of particular component stocks in the S&P 500 Index, and
other reasons. In all such cases, S&P first recalculates the aggregate Market
Value of all component stocks (after taking account of the new market price per
share of the particular component stock or the new number of outstanding shares
thereof or both, as the case may be) and then determines the New Base Value in
accordance with the following formula:
Old Base Value x New Market Value = New Base Value
----------------
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in the
aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the S&P 500 Index.
A potential investor should review the historical performance of the S&P 500
Index. The historical performance of the S&P 500 Index should not be taken as an
indication of future performance, and no assurance can be given that the S&P 500
Index will increase sufficiently to cause the beneficial owners of the
Securities to receive an amount in excess of the principal amount plus the
Minimum Supplemental Redemption Amount at the maturity of the Securities.
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the
Securities, and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
12
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"The Securities are not sponsored, endorsed, sold or promoted by S&P. S&P
makes no representation or warranty, express or implied, to the Holders of
the Securities or any member of the public regarding the advisability of
investing in securities generally or in the Securities particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to Merrill Lynch Capital Services, Inc. and the
Company (other than transactions entered into in the ordinary course of
business) is the licensing of certain servicemarks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Company or the Securities. S&P has no obligation to
take the needs of the Company or the Holders of the Securities into
consideration in determining, composing or calculating the S&P 500 Index.
S&P is not responsible for and has not participated in the determination of
the timing of the sale of the Securities, prices at which the Securities are
to initially be sold, or quantities of the Securities to be issued or in the
determination or calculation of the equation by which the Securities are to
be converted into cash. S&P has no obligation or liability in connection
with the administration, marketing or trading of the Securities."
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act,
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
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Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time
14
<PAGE>
after a declaration of acceleration has been made with respect to Senior Debt
Securities of any series but before a judgment or decree for payment of money
due has been obtained by the Trustee, the Holders of a majority in principal
amount of the Outstanding Senior Debt Securities of that series may rescind any
declaration of acceleration and its consequences, if all payments due (other
than those due as a result of acceleration) have been made and all Events of
Default have been remedied or waived. Any Event of Default with respect to
Senior Debt Securities of any series may be waived by the Holders of a majority
in principal amount of all Outstanding Senior Debt Securities of that series,
except in a case of failure to pay principal or premium, if any, or interest or
Additional Amounts payable on any Senior Debt Security of that series for which
payment had not been subsequently made or in respect of a covenant or provision
which cannot be modified or amended without the consent of the Holder of each
Outstanding Senior Debt Security of such series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
15
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
European Portfolio Market Index Target-Term Securities(sm) due June 30, 1999
("MITTS(R)")
On December 30, 1993, Merrill Lynch & Co., Inc. (the "Company") issued an
aggregate principal amount of $31,000,000 of European Portfolio Market Index
Target-Term Securities due June 30, 1999 (the "Securities" or "MITTS"). Each $10
principal amount of Securities will be deemed a "Unit" for purposes of trading
and transfer at the Securities Depository described below. Units will be
transferable by the Securities Depository, as more fully described below, in
denominations of whole Units.
The Securities will mature on June 30, 1999. At maturity, a beneficial owner
of a Security will be paid an amount based upon the change in the value of a
portfolio (the "Portfolio") of specified stocks of European companies measured
on December 22, 1993 (the "Original Portfolio Value") through the Calculation
Period, all as more fully described herein; provided, however, that the amount
payable at maturity will not be less than $9.00 for each Unit of the Securities
(the "Minimum Payment"). The Closing Portfolio Value will be based on certain
values of the specified stocks during a period prior to the maturity date of the
Securities. While at maturity a beneficial owner of a Security may receive an
amount in excess of the principal amount of such Security if the Closing
Portfolio Value exceeds the Original Portfolio Value, there will be no payment
of interest, periodic or otherwise, prior to maturity.
If the Closing Portfolio Value is less than the Original Portfolio Value,
the amount payable at maturity with respect to a Security will be less than the
principal amount of such Security.
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture described herein. The Securities are not redeemable prior to
maturity.
For information as to the calculation of the amount that will be paid at
maturity and the calculation and the composition of the European portfolio, see
"Description of Securities" and "The Portfolio" in this Prospectus. For other
information that should be considered by prospective investors, see "Risk
Factors" beginning on page 3 of this Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Securities Depository. Beneficial owners of the Securities will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
symbol "MEE".
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
ANY EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ..................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Payment at Maturity
If the Closing Portfolio Value is less than the Original Portfolio Value,
beneficial owners of the Securities will receive less than the principal amount
of such Securities at maturity, but not less than the Minimum Payment.
Beneficial owners would receive only the return of principal if the Closing
Portfolio Value should equal the Original Portfolio Value. This will be true
even though the Portfolio Value as of some interim period or periods prior to
the Calculation Period may have exceeded the Original Portfolio Value, since the
Closing Portfolio Value is calculated on the basis of the average of the value
of Portfolio Securities only on the Calculation Days.
3
<PAGE>
Even if the principal of the Securities is fully returned, such return of
principal does not reflect any opportunity cost implied by inflation and other
factors relating to the time value of money.
The return based on the Closing Portfolio Value relative to the Original
Portfolio Value generally will not produce the same return as if the Portfolio
Securities were purchased and held for a similar period, because, among other
reasons, any payment at maturity on the Securities based on an increase in the
value of the Portfolio will not reflect the payment of dividends on the
Portfolio Securities.
The Senior Indenture provides that the Senior Indenture and the Securities
will be governed by and construed in accordance with the laws of New York. Under
present New York law the maximum rate of interest is 25% per annum on a simple
interest basis. This limit may not apply to Securities in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or federal court sitting outside New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). The Company has
covenanted for the benefit of the Holders of the Securities, to the extent
permitted by law, not to claim voluntarily the benefits of any laws concerning
usurious rates of interest against a Holder of the Securities.
Trading
The Securities have been listed on the New York Stock Exchange. It is
expected that the secondary market for the Securities will be affected by the
creditworthiness of the Company and by a number of other factors. The trading
value of the Securities is expected to depend primarily on the extent of the
appreciation, if any, of the Portfolio Value over the Original Portfolio Value.
If, however, Securities are sold prior to the maturity date at a time when the
Portfolio Value exceeds the Original Portfolio Value, the sale price may be at a
discount from the amount expected to be payable to the beneficial owner if such
excess of the Portfolio Value over the Original Portfolio Value were to prevail
during the Calculation Period. Furthermore, the price at which a beneficial
owner will be able to sell Securities prior to maturity may be at a discount,
which could be substantial, from the principal amount thereof, if, at such time,
the Portfolio Value is below, equal to or not sufficiently above the Original
Portfolio Value. A discount could also result from rising interest rates.
The trading values of the Securities may be affected by a number of
interrelated factors, including those listed below. The relationship among these
factors is complex, including how these factors affect the value of the
principal amount of the Securities payable at maturity, if any, in excess of the
principal amount of the Securities. Accordingly, investors should be aware that
factors other than the level of the Portfolio Value are likely to affect their
trading value. The expected theoretical effect on the trading value of the
Securities of each of the factors listed below, assuming in each case that all
other factors are held constant, is as follows:
Interest Rates. In general, if U.S. interest rates increase, the value
of the Securities is expected to decrease. If U.S. interest rates decrease,
the value of the Securities is expected to increase. Local interest rates
may also affect the economies of countries in which issuers of the Portfolio
Securities or the shares underlying the Portfolio Securities operate, and,
in turn, affect the Portfolio Value.
Volatility of the Portfolio Value. If the volatility of the Portfolio
Value increases, the trading value of the Securities is expected to
increase. If the volatility of the Portfolio Value decreases, the trading
value of the Securities is expected to decrease.
Time Remaining to Maturity. The Securities may trade at a value above
that which may be inferred from the level of the Portfolio Value. This
difference will reflect a "time premium" due to expectations concerning the
Portfolio Value during the period prior to maturity of the Securities. As
the time remaining to maturity of the Securities decreases, however, this
time premium is expected to decrease, thus decreasing the trading value of
the Securities.
4
<PAGE>
Dividend Rates. If dividend rates on the Portfolio Securities and
Underlying Shares (as defined herein) increase, the value of the Securities
is expected to decrease. Conversely, if dividend rates on the Portfolio
Securities and Underlying Shares decrease, the value of the Securities is
expected to increase. Local general corporate dividend rates may also affect
the Portfolio Value and, in turn, the value of the Securities.
Foreign Currency Exchange Rate and Foreign Market Considerations
The Securities are U.S. dollar-denominated securities issued by the Company,
a United States corporation. Investments in the Securities do not give the
beneficial owners any right to receive any Portfolio Security or any other
ownership right or interest in the Portfolio Securities, although the return on
the investment in the Securities is based on the Portfolio Value of the
Portfolio Securities. All of the Portfolio Securities (or securities underlying
the ADRs included in the Portfolio) have been issued by non-United States
companies. The prices of the securities underlying the ADRs are quoted in
currencies other than the U.S. dollar. The U.S. dollar price of an ADR will
depend on the price of the security underlying the ADR and the exchange rate
between such foreign currency and the U.S. dollar. Even if the price in a
foreign currency of the security underlying an ADR is unchanged, changes in the
rates of exchange between the U.S. dollar and such foreign currency will change
the U.S. dollar price of such ADR. Furthermore, even if the price of the
security underlying the ADR in such foreign currency increases, the U.S. dollar
price of such ADR may decrease as a result of changes in the rates of exchange
between the U.S. dollar and such foreign currency. The U.S. dollar price of a
Portfolio Security that trades in the United States and outside the United
States and is not an ADR will also be similarly affected by changes in the
exchange rate between the U.S. dollar and the foreign currency in which such
Portfolio Security trades outside the United States. Rates of exchange between
the dollar and other currencies are determined by forces of supply and demand in
the foreign exchange markets. These forces are, in turn, affected by
international balance of payments and other economic and financial conditions,
government intervention, speculation and other factors.
Investments in securities indexed to the value of non-United States
securities involve certain risks. Fluctuations in foreign exchange rates, future
foreign political and economic developments, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions applicable
to such investments may affect the U.S. dollar value of such securities,
including the Portfolio Securities. Securities prices in different countries are
subject to different economic, financial, political and social factors.
Individual foreign economies may differ favorably or unfavorably from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resources, self-sufficiency and balance of payments
position. With respect to certain countries, there is the possibility of
expropriation of assets, confiscatory taxation, political or social instability
or diplomatic developments which could affect the value of investments in those
countries. There may be less publicly available information about a foreign
company than about a U.S. company, and foreign companies may not be subject to
accounting, auditing and financial reporting standards and requirements
comparable to those to which U.S. entities are subject. Certain foreign
investments may be subject to foreign withholding taxes which could affect the
value of investment in these countries. In addition, investment laws in certain
foreign countries may limit or restrict ownership of certain securities by
foreign nationals by restricting or eliminating voting or other rights or
limiting the amount of securities that may be so owned, and such limitations or
restrictions may affect the prices of such securities.
Foreign financial markets, while currently growing in volume, may have
substantially less volume than U.S. markets, and securities of many foreign
companies are less liquid and their prices more volatile than securities of
comparable domestic companies. The foreign markets have different trading
practices that may affect the prices of securities. Certain of the foreign
markets on which shares underlying ADRs which are Portfolio Securities trade
impose trading restrictions if certain price movements occur. The foreign
markets have different clearance and settlement procedures, and in certain
countries there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. There is generally less government supervision and regulation of
exchanges, brokers and issuers in foreign countries than there is in the U.S. In
addition, the terms and conditions of depositary facilities may result in less
liquidity or lower market values for the Portfolio Securities than for the
underlying stocks.
5
<PAGE>
American Depositary Receipts
Certain of the Portfolio Securities are in the form of American Depositary
Receipts ("ADRs"). An ADR is a negotiable receipt which is issued by a
depositary, generally a bank, representing shares (the "Underlying Shares") of a
foreign issuer (the "Foreign Issuer") that have been deposited and are held, on
behalf of the holders of the ADRs, at a custodian bank in the Foreign Issuer's
home country. While the market for Underlying Shares will generally be in the
country in which the Foreign Issuer is organized, and trading in such market
will generally be based on that country's currency, ADRs that are Portfolio
Securities will trade in U.S. Dollars.
Although ADRs are distinct securities from the Underlying Shares, the
trading characteristics and valuations of ADRs will usually, but not
necessarily, mirror the characteristics and valuations of the Underlying Shares
represented by the ADRs. Active trading volume and efficient pricing in the
principal market in the home country for the Underlying Shares will usually
indicate similar characteristics in respect of the ADRs. In the case of certain
ADRs, however, there may be inadequate familiarity with or information about the
Foreign Issuer of the Underlying Shares represented by the ADR in the market in
which the ADR trades to support active volume, thus resulting in pricing
distortions. This is more likely to occur when the ADR is not listed on a U.S.
stock exchange or quoted on the National Market System of the National
Association of Securities Dealers Automated Quotations System ("NASDAQ"), and
trades only in the over-the-counter market, because the Foreign Issuer is not
required to register such ADRs under the Exchange Act, as is the case with ADRs
so listed or quoted. In addition, because of the size of an offering of
Underlying Shares in ADR form outside the home country and/or other factors that
have limited or increased the float of certain ADRs, the liquidity of such
securities may be less than or greater than that with respect to the Underlying
Shares. Inasmuch as holders of ADRs may surrender the ADR in order to take
delivery of and trade the Underlying Shares, a characteristic that allows
investors in ADRs to take advantage of price differentials between different
markets, a market for the Underlying Shares that is not liquid will generally
result in an illiquid market for the ADR representing such Underlying Shares.
The depositary bank that issues an ADR generally charges a fee, based on the
price of the ADR, upon issuance and cancellation of the ADR. This fee would be
in addition to the brokerage commissions paid upon the acquisition or surrender
of the security. In addition, the depositary bank incurs expenses in connection
with the conversion of dividends or other cash distributions paid in local
currency into U.S. Dollars and such expenses are deducted from the amount of the
dividend or distribution paid to holders, resulting in a lower payout per
Underlying Share represented by the ADR than would be the case if the Underlying
Share were held directly. Furthermore, foreign investment laws in certain
countries may restrict ownership by foreign nationals of certain classes of
Underlying Shares. Accordingly, the ADR representing such class of securities
may not possess voting rights, if any, equivalent to those in respect of the
Underlying Shares. Certain tax considerations, including tax rate differentials,
arising from application of the tax laws of one nation to the nationals of
another and from certain practices in the ADR market may also exist with respect
to certain ADRs. In varying degrees, any or all of these factors may affect the
value of the ADR compared with the value of the Underlying Shares in the home
market of the issuer.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in the light of each investor's particular
circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
6
<PAGE>
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated. The
principal amount of each Security will equal $10 for each Unit. The Securities
will mature on June 30, 1999.
While at maturity a beneficial owner of a Security may receive an amount in
excess of the principal amount of such Security if the Closing Portfolio Value
exceeds the Original Portfolio Value, there will be no payment of interest,
periodic or otherwise, prior to maturity. (See "Payment at Maturity", below.)
The Securities are not subject to redemption by the Company or at the option
of any Holder prior to maturity. Upon the occurrence of an Event of Default with
respect to the Securities, Holders of the Securities may accelerate the maturity
of the Securities, as described below.
The Securities are to be issued in denominations of whole Units. Each Unit
is equal to $10 principal amount of the Securities.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each $10 principal amount of the Security, an amount equal to
the following:
$10 X Closing Portfolio Value
-----------------------
$100
provided, however, that the amount payable at maturity will not be less than $9
for each $10 principal amount of Securities (the "Minimum Payment"). Based on
the prices of the Portfolio Securities on December 22, 1993, the Multipliers
were initially set so that the value of the Portfolio on such date equalled $100
(the "Original Portfolio Value").
If the Closing Portfolio Value is equal to $90 or less, a beneficial owner
of a Security will receive the Minimum Payment of $9 for each $10 principal
amount of the Securities at maturity. If the Closing Portfolio Value is between
$90 and $100, a beneficial owner of a Security will receive between $9 and $10
for each $10 principal amount of the Securities at maturity.
The "Closing Portfolio Value" will be determined by MLPF&S, an affiliate of
the Company, or successor thereto (the "Calculation Agent"), and will equal the
sum of the products of the Average Market Price and the applicable Multiplier
for each Portfolio Security. The "Average Market Price" of a Portfolio Security
will equal the average (mean) of the Market Prices of such Portfolio Security
determined on each of the first forty-five Calculation Days with respect to such
Portfolio Security during the Calculation Period. If there are fewer than
forty-five Calculation Days with respect to a Portfolio Security, then the
Average Market Price with respect to such Portfolio Security will equal the
average (mean) of the Market Prices on such Calculation Days, and if there is
only one Calculation Day, then the Average Market Price will equal the Market
Price on such Calculation Day. The "Calculation Period" means the period from
and including the ninetieth scheduled NYSE Trading Day (as defined below) prior
to the maturity date to and including the fourth scheduled NYSE Trading Day
prior to the maturity date. "Calculation Day" with respect to a Portfolio
Security means any Trading Day during the Calculation Period in the country in
which such Portfolio Security is being priced on which a Market Disruption Event
has not occurred. If a Market Disruption Event occurs on all Trading Days in
such country during the Calculation Period then the fourth scheduled NYSE
Trading Day prior to the maturity date in such country will be deemed a
Calculation Day, notwithstanding the Market Disruption Event; provided, however,
that if such fourth scheduled NYSE Trading Day is not a Trading Day in such
country, then the immediately preceding Trading Day shall instead
7
<PAGE>
be deemed a Calculation Day. Any reference to a specific day herein shall mean
such calendar day in each market in which Portfolio Securities are priced.
"Market Price" means for a Calculation Day the following:
(a) If the Portfolio Security is listed on a national securities
exchange in the United States, is a NASDAQ National Market System ("NASDAQ
NMS") security or is included in the OTC Bulletin Board Service ("OTC
Bulletin Board") operated by the National Association of Securities Dealers,
Inc. (the "NASD"), Market Price means (i) the last reported sale price,
regular way, on such day on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such Portfolio
Security is listed or admitted to trading, or (ii) if not listed or admitted
to trading on any such securities exchange or if such last reported sale
price is not obtainable, the last reported sale price on the
over-the-counter market as reported on the NASDAQ NMS or OTC Bulletin Board
on such day, or (iii) if the last reported sale price is not available
pursuant to (i) and (ii) above, the mean of the last reported bid and offer
price on the over-the-counter market as reported on the NASDAQ NMS or OTC
Bulletin Board on such day as determined by the Calculation Agent. The term
"NASDAQ NMS security" shall include a security included in any successor to
such system and the term "OTC Bulletin Board Service" shall include any
successor service thereto.
(b) If the Portfolio Security is not listed on a national securities
exchange in the United States or is not a NASDAQ NMS security or included in
the OTC Bulletin Board operated by the NASD, Market Price means the last
reported sale price on such day on the securities exchange on which such
Portfolio Security is listed or admitted to trading with the greatest volume
of trading for the calendar month preceding such day as determined by the
Calculation Agent, provided that if such last reported sale price is for a
transaction which occurred more than four hours prior to the close of such
exchange, then the Market Price shall mean the average (mean) of the last
available bid and offer price on such exchange. If such Portfolio Security
is not listed or admitted to trading on any such securities exchange or if
such last reported sale price or bid and offer are not obtainable, the
Market Price shall mean the last reported sale price on the over-the-counter
market with the greatest volume of trading as determined by the Calculation
Agent, provided that if such last reported sale price is for a transaction
which occurred more than four hours prior to when trading in such
over-the-counter market typically ends, then the Market Price shall mean the
average (mean) of the last available bid and offer prices in such market of
the three dealers which have the highest volume of transactions in such
Portfolio Security in the immediately preceding calendar month as determined
by the Calculation Agent based on information that is reasonably available
to it. If such prices are quoted in a currency other than in U.S. Dollars,
such prices will be translated into U.S. Dollars for purposes of calculating
the Average Market Price using the Spot Rate on the same calendar day as the
date of any such price. The "Spot Rate" on any date will be determined by
the Calculation Agent and will equal the spot rate of such currency per U.S.
$1.00 on such date at approximately 3:00 p.m., New York City time, as
reported on the information service operated by Bloomberg, L.P.
("Bloomberg") representing the mean of certain dealers in such currency or,
if Bloomberg has not reported such rate by 3:30 p.m., New York City time, on
such day, the offered spot rate of such currency per U.S. $1.00 on such date
for a transaction amount in an amount customary for such market on such date
quoted at approximately 3:30 p.m., New York City time, by a leading bank in
the foreign exchange markets as may be selected by the Calculation Agent.
If the Calculation Agent is required to use the bid and offer price for a
Portfolio Security to determine the Market Price of such Portfolio Security
pursuant to the foregoing, the Calculation Agent shall not use any bid or offer
price announced by MLPF&S or any other affiliate of the Company.
As used herein, "NYSE Trading Day" shall mean a day on which trading is
generally conducted in the over-the-counter market for equity securities in the
United States and on the New York Stock Exchange as determined by the
Calculation Agent. "Trading Day" shall mean a day on which trading is conducted
on the principal securities exchanges in the country in which such Portfolio
Security is being priced.
8
<PAGE>
"Market Disruption Event" with respect to a Portfolio Security means either
of the following events, as determined by the Calculation Agent:
(i) the suspension or material limitation (provided that, with respect
to Portfolio Securities that are priced in the United States, limitations
pursuant to New York Stock Exchange Rule 80A (or any applicable rule or
regulation enacted or promulgated by the New York Stock Exchange, any other
self regulatory organization or the Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this definition)
in the trading of such Portfolio Security in the country in which such
Portfolio Security is being priced for more than two hours of trading or
during the period one-half hour prior to the time that such Portfolio
Security is to be priced, or
(ii) the suspension or material limitation (whether by reason of
movements in price otherwise exceeding levels permitted by the relevant
exchange or otherwise) in option contracts related to a Portfolio Security
traded on any exchange in the country in which such Portfolio Security is
being priced for more than two hours of trading or during the period
one-half hour prior to the time that such Portfolio Security is to be
priced.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange. Under certain circumstances, the duties of MLPF&S as
Calculation Agent in determining the existence of Market Disruption Events could
conflict with the interests of MLPF&S as an affiliate of the issuer of the
Securities, Merrill Lynch & Co., Inc., and with the interests of beneficial
owners of the Securities.
All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, in the absence of manifest error, shall
be conclusive for all purposes and binding on the Company and beneficial owners
of the Securities. All percentages resulting from any calculation on the
Securities will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent with one-half cent being rounded upwards.
Portfolio Securities
The securities listed below were used to calculate the Original Portfolio
Value. Holders of the MITTS will not have any right to receive the Portfolio
Securities or the Underlying Shares. The following table sets forth the
Portfolio Securities, the percentage of each Portfolio Security in the Original
Portfolio Value and their Initial Multipliers:
9
<PAGE>
<TABLE>
<CAPTION>
% of Portfolio
Value
Represented
Issuer of the Country in in Original Initial
Portfolio Security Which Organized ADR Portfolio Value Multiplier
- ------------------ --------------- --- --------------- ----------
<S> <C> <C> <C> <C>
Alcatel Alsthom Compagnie
Generale d'Electricite(1)........ France Yes 4.167% 0.145560
Banco de Santander S.A.(1)......... Spain Yes 4.167% 0.084388
Bayer A.G.(3)...................... Germany No 4.167% 0.019832
Benetton Group S.p.A.(1)........... Italy Yes 4.167% 0.130719
The British Petroleum Co.,
plc.(1)............................ United Kingdom Yes 4.167% 0.064977
British Telecom-
munications plc.(1)................ United Kingdom Yes 4.167% 0.056402
Cadbury Schweppes plc(1)........... United Kingdom Yes 4.167% 0.136054
Deutsche Bank A.G.(3).............. Germany No 4.167% 0.008103
L.M. Ericsson Telephone
Co., Inc. (1).................... Sweden Yes 4.167% 0.103842
Grand Metropolitan plc(1) United Kingdom Yes 4.167% 0.148810
Hanson plc(1)...................... United Kingdom Yes 4.167% 0.205761
Hoechst A.G.(3).................... Germany No 4.167% 0.023662
Nestle S.A.(3)..................... Switzerland No 4.167% 0.004792
Philips Electronics N.V.(2)........ Netherlands No 4.167% 0.198413
Reuters Holdings plc(1)............ United Kingdom Yes 4.167% 0.051125
Rhone-Poulenc S.A.(1).............. France Yes 4.167% 0.166667
Royal Dutch Petroleum Co.(2) Netherlands No 4.167% 0.039683
Siemens A.G.(3).................... Germany No 4.167% 0.009207
Societe Nationale
Elf Aquitaine(1)................. France Yes 4.167% 0.115741
Telefonica de Espana, S.A.(1)...... Spain Yes 4.167% 0.104167
Total S.A.(1)...................... France Yes 4.167% 0.153610
Unilever plc(1).................... United Kingdom Yes 4.167% 0.057870
Vodaphone Group plc(1)............. United Kingdom Yes 4.167% 0.047755
Waste Management
International plc(1)............. United Kingdom Yes 4.167% 0.234742
</TABLE>
- ----------
(1) As represented in the Portfolio by American Depositary Receipts.
(2) As represented in the Portfolio by ordinary shares traded in U.S. dollars.
(3) As represented in the Portfolio by ordinary shares traded outside the U.S.
and denominated in other than U.S. dollars.
10
<PAGE>
The initial Multiplier relating to each Portfolio Security indicates the
number of such Portfolio Security, given the market price of such Portfolio
Security, required to be included in the calculation of the Original Portfolio
Value so that each Portfolio Security represents an equal percentage of the
Original Portfolio Value on December 22, 1993. The price of each Portfolio
Security used to calculate the initial Multiplier relating to each such
Portfolio Security was the closing price of such Portfolio Security on December
22, 1993. The respective Multipliers will remain constant for the term of the
Securities unless adjusted for certain corporate events, as described below.
The Portfolio Value, for any day, will equal the sum of the products of the
most recently available Market Prices (determined as described herein) and the
applicable Multipliers for the Portfolio Securities. The Closing Portfolio
Value, however, is calculated based on averaging Market Prices for certain days.
The Calculation Agent currently intends to publish the Portfolio Value once
on each business day. The Calculation Agent currently calculates and publishes
values of approximately 1,100 specified portfolios. The Calculation Agent
currently provides information concerning such portfolios to the electronic
reporting services operated by Bloomberg and to newspapers and specialized trade
publications. If the Calculation Agent does publish Portfolio Values, the
Calculation Agent currently intends to provide such values to similar sources
described above, but there can be no assurance that such information will
ultimately be published by such sources. In addition, the Calculation Agent will
provide the Portfolio Value upon request, and will provide the Portfolio Value
once each business day to the New York Stock Exchange which has agreed to report
such Portfolio Value on its electronic transaction reporting services under the
symbol "MEP".
Adjustments to the Multiplier and Portfolio
The Multiplier with respect to any Portfolio Security and the Portfolio will
be adjusted as follows:
1. If a Portfolio Security is subject to a stock split or reverse stock
split or a Portfolio Security that is an ADR is subject to a similar
adjustment, then once such split has become effective, the Multiplier
relating to such Portfolio Security will be adjusted to equal the product of
the number of shares issued with respect to one such share of such Portfolio
Security, or the number of receipts issued with respect to one ADR if a
Portfolio Security is an ADR, and the prior multiplier.
2. If a Portfolio Security is subject to a stock dividend (issuance of
additional shares of the Portfolio Security) that is given equally to all
holders of shares of the issuer of such Portfolio Security, then once the
dividend has become effective and such Portfolio Security is trading
ex-dividend, the Multiplier will be adjusted so that the new Multiplier
shall equal the former Multiplier plus the product of the number of shares
of such Portfolio Security issued with respect to one such share of such
Portfolio Security and the prior multiplier.
3. There will be no adjustments to the Multipliers to reflect cash
dividends or distributions paid with respect of a Portfolio Security other
than for Extraordinary Dividends as described below. A cash dividend with
respect to a Portfolio Security will be deemed to be an "Extraordinary
Dividend" if such dividend exceeds the immediately preceding
non-Extraordinary Dividend for such Portfolio Security by an amount equal to
at least 10% of the Market Price on the Trading Day preceding the record day
for the payment of such Extraordinary Dividend (the "ex-dividend date"). If
an Extraordinary Dividend occurs with respect to a Portfolio Security, the
Multiplier with respect to such Portfolio Security will be adjusted on the
ex-dividend date with respect to such Extraordinary Dividend so that the new
Multiplier will equal the product of (i) the then current Multiplier, and
(ii) a fraction, the numerator of which is the sum of the Extraordinary
Dividend Amount and the Market Price on the Trading Day preceding the
ex-dividend date, and the denominator of which is the Market Price on the
Trading Day preceding the ex-dividend date. The "Extraordinary Dividend
Amount" with respect to an Extraordinary Dividend for a Portfolio Security
will equal such Extraordinary Dividend minus the amount of the immediately
preceding non-Extraordinary Dividend for such Portfolio Security.
11
<PAGE>
4. If the issuer of a Portfolio Security, or, if a Portfolio Security is
an ADR, the issuer of the Underlying Share, is being liquidated or is
subject to a proceeding under any applicable bankruptcy, insolvency or other
similar law, such Portfolio Security will continue to be included in the
Portfolio so long as a Market Price for such Portfolio Security is
available. If a Market Price is no longer available for a Portfolio Security
for whatever reason, including the liquidation of the issuer of such
Portfolio Security or the subjection of the issuer of such Portfolio
Security to a proceeding under any applicable bankruptcy, insolvency or
other similar law, then the value of such Portfolio Security will equal zero
in connection with calculating Portfolio Value and Closing Portfolio Value
for so long as no Market Price is available, and no attempt will be made to
find a replacement stock or increase the value of the Portfolio to
compensate for the deletion of such Portfolio Security.
5. If the issuer of a Portfolio Security, or, if a Portfolio Security is
an ADR, the issuer of the Underlying Share, has been subject to a merger or
consolidation and is not the surviving entity or is nationalized, then a
value for such Portfolio Security will be determined at the time such issuer
is merged or consolidated or nationalized and will equal the last available
Market Price for such Portfolio Security and that value will be constant for
the remaining term of the Securities. At such time, no adjustment will be
made to the Multiplier of such Portfolio Security. The Company may at its
sole discretion increase such last available Market Price to reflect
payments or dividends of cash, securities or other consideration to holders
of such Portfolio Security in connection with such a merger or consolidation
which may not be reflected in such last available Market Price.
6. If the issuer of a Portfolio Security issues to all of its
shareholders equity securities of an issuer other than the issuer of the
Portfolio Security, then such new equity securities will be added to the
Portfolio as a new Portfolio Security. The Multiplier for such new Portfolio
Security will equal the product of the original Multiplier with respect to
the Portfolio Security for which the new Portfolio Security is being issued
(the "Original Portfolio Security") and the number of shares of the new
Portfolio Security issued with respect to one share of the Original
Portfolio Security.
7. If an ADR is no longer listed or admitted to trading on a United
States securities exchange registered under the Exchange Act, is no longer a
NASDAQ NMS security or is no longer included in the OTC Bulletin Board
operated by the NASD, then the Underlying Shares represented by such ADR
will be deemed to be a new Portfolio Security and such ADR will no longer
constitute a Portfolio Security. The initial Multiplier for such new
Portfolio Security will equal the last value of the Multiplier for such ADR
multiplied by the number of shares of Underlying Shares represented by a
single ADR.
No adjustments of any Multiplier of a Portfolio Security will be required
unless such adjustment would require a change of at least 1% in the Multiplier
then in effect. The Multiplier resulting from any of the adjustments specified
above will be rounded to the nearest one thousandth with five ten-thousandths
being rounded upward.
No adjustments to the Multiplier of any Portfolio Security or to the
Portfolio will be made other than those specified above.
12
<PAGE>
Hypothetical Payments
The following table illustrates, for a range of hypothetical Closing
Portfolio Values, the amount payable at maturity for each Unit of Securities. An
investment in the Portfolio Securities would be significantly different than
investing in the Securities. Among other things, an investor in the Portfolio
Securities may realize certain dividends that are not reflected by investing in
the Securities, and currency fluctuations may significantly increase or decrease
the rate of return of the Portfolio Securities versus investing in the
Securities.
Payment at Maturity
Hypothetical Closing Percentage Change per $10 Principal
Portfolio Value in the Portfolio Level Amount of Securities
--------------- ---------------------- --------------------
$ 0.00 -100.00% $ 9.00
$ 10.00 -90.00% $ 9.00
$ 20.00 -80.00% $ 9.00
$ 30.00 -70.00% $ 9.00
$ 40.00 -60.00% $ 9.00
$ 50.00 -50.00% $ 9.00
$ 60.00 -40.00% $ 9.00
$ 70.00 -30.00% $ 9.00
$ 80.00 -20.00% $ 9.00
$ 90.00 -10.00% $ 9.00
$100.00 0.00% $10.00
$110.00 10.00% $11.00
$120.00 20.00% $12.00
$130.00 30.00% $13.00
$140.00 40.00% $14.00
$150.00 50.00% $15.00
$160.00 60.00% $16.00
$170.00 70.00% $17.00
$180.00 80.00% $18.00
$190.00 90.00% $19.00
$200.00 100.00% $20.00
The above figures are for purposes of illustration only. The actual amount
payable at maturity with respect to the Securities will depend entirely on the
actual Closing Portfolio Value.
The investor will not receive their entire principal at maturity should the
Portfolio decline in value. The investor will only receive $9.00 for each $10
principal amount of Securities (90% of their original investment) should the
Portfolio decline in value by 10% or more.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a Holder of a Security upon
any acceleration permitted by the Securities will be equal to the amount payable
calculated as though the date of early repayment were the maturity date of the
Securities. See "Description of Securities--Payment at Maturity" in this
Prospectus. If a bankruptcy proceeding is commenced in respect of the Company,
the claim of the Holder of a Security may be limited, under Section 502(b)(2) of
Title 11 of the United States Code, to the principal amount of the Security plus
an additional amount, if any, of contingent interest calculated as though the
date of the commencement of the proceeding were the maturity date of the
Securities.
13
<PAGE>
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
Holders thereof, at the rate of 6% per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the Securities to the date payment of
such amount has been made or duly provided for.
Securities Depository
The Securities are represented by one fully registered global security (the
"Global Security"). Such Global Security has been deposited with, or on behalf
of, The Depository Trust Company, as Securities Depository (the "Securities
Depository), registered in the name of the Securities Depository or a nominee
thereof. Unless and until it is exchanged in whole or in part for Securities in
definitive form, the Global Security may not be transferred except as a whole by
the Securities Depository to a nominee of such Securities Depository or by a
nominee of such Securities Depository to such Securities Depository or another
nominee of such Securities Depository or by such Securities Depository or any
such nominee to a successor of such Securities Depository or a nominee of such
successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the NASD.
Access to the Securities Depository book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in the Global Security will not be
entitled to have the Securities represented by such Global Security registered
in their names, will not receive or be entitled to receive physical delivery of
the Securities in definitive form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that
14
<PAGE>
under existing industry practices, in the event that the Company requests any
action of Holders or that an owner of a beneficial interest in the Global
Security desires to give or take any action which a Holder is entitled to give
or take under the Senior Indenture, the Securities Depository would authorize
the Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners. Conveyance of notices and other
communications by the Securities Depository to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and any additional amount payable at maturity
with respect to, Securities registered in the name of the Securities Depository
or its nominee will be made to the Securities Depository or its nominee, as the
case may be, as the Holder of the Global Security representing such Securities.
None of the Company, the Trustee or any other agent of the Company or agent of
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Securities
Depository, upon receipt of any payment of principal or any additional amount
payable at maturity in respect of the Global Security, will credit the accounts
of the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of the Securities Depository. The Company also expects that
payments by Participants to Beneficial Owners will be governed by standing
customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the
Securities, the Global Security will be exchangeable for Securities in
definitive form of like tenor and of an equal aggregate principal amount, in
denominations of $10 and integral multiples thereof. Such definitive Securities
shall be registered in such name or names as the Securities Depository shall
instruct the Trustee. It is expected that such instructions may be based upon
directions received by the Securities Depository from Participants with respect
to ownership of beneficial interests in such Global Security.
THE PORTFOLIO
General
While the Portfolio consists of stocks (or ADRs representing interests
therein) of European issuers, the Portfolio is not intended to provide an
indication of the pattern of price movements of common stocks of European
corporations generally. As of December 22, 1993, all of the Portfolio Securities
were registered under the Exchange Act, except for the Portfolio Securities
which are ADRs representing shares in Bayer A.G., Deutsche Bank A.G., Hoechst
A.G., Siemens A.G. and Nestle S.A. Companies with securities registered under
the Exchange Act are required to file periodically certain financial and other
information specified by the Commission (including a reconciliation of their
financial statements to United States generally accepted accounting principles).
As of December 22, 1993, Bayer A.G., Deutsche Bank A.G., Hoechst A.G., Siemens
A.G. and Nestle S.A. had qualified for an exemption from the reporting
requirements of the Exchange Act and had agreed to provide to the Commission
certain financial and other information that the issuer provides to its
shareholders or files with stock exchanges in its home country or is otherwise
required to make public. Such information is not required to contain a
reconciliation of their financial statements to United States generally accepted
accounting principles. Information provided to or filed with the Commission is
available at the offices of the Commission specified under "Available
Information" in this Prospectus. Information contained in such information filed
with the Commission will generally be more limited than that available with
respect to a United States issuer. The Company makes no representation
15
<PAGE>
or warranty as to the accuracy or completeness of such reports. The inclusion of
a Portfolio Security in the Portfolio is not a recommendation to buy or sell
such Portfolio Security or the Underlying Shares relating thereto, and neither
the Company nor any of its affiliates make any representation to any purchaser
of Securities as to the performance of the Portfolio.
The Company or its affiliates may presently or from time to time engage in
business with one or more of the issuers of the Portfolio Securities or of the
Underlying Shares relating to the Portfolio Securities, including extending
loans to, or making equity investments in, such issuers or providing advisory
services to such issuers, including merger and acquisition advisory services. In
the course of such business, the Company or its affiliates may acquire
non-public information with respect to such issuers and, in addition, one or
more affiliates of the Company may publish research reports with respect to such
issuers. The Company does not make any representation to any purchaser of
Securities with respect to any matters whatsoever relating to such issuers. Any
prospective purchaser of a Security should undertake an independent
investigation of the issuers of the Underlying Shares relating to the Portfolio
Securities as in its judgment is appropriate to make an informed decision with
respect to an investment in the Securities.
Europe
The issuers of the Portfolio Securities, or of the shares underlying the
Portfolio Securities which are ADRs, are companies which have been organized in
countries located in Europe. The amount payable at the maturity of the
Securities is dependent on the value of such Portfolio Securities and the value
of such Portfolio Securities will be affected by political and economic
developments in Europe.
The economies of individual European countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. European countries in recent years generally have
experienced weak economic performance and suffer from relatively high
unemployment levels, slow growth, falling industrial competitiveness, and
increasing costs for social welfare programs.
The securities markets of most European countries have substantially less
trading volume than the securities markets of the United States and Japan.
Further, securities of some European companies are less liquid and more volatile
than securities of comparable U.S. companies. Accordingly, European securities
markets may be subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant blocks of
securities or by large dispositions of securities than is the case in the United
States.
Issuers of the Underlying Shares
Among the issuers of Portfolio Securities and the Underlying Shares, 9 are
incorporated in the United Kingdom, 4 in the Federal Republic of Germany, 4 in
France, 2 in the Netherlands, 2 in Spain, 1 in Italy, 1 in Sweden and 1 in
Switzerland. The following table sets forth the issuers of the Portfolio
Securities and Underlying Shares, the country in which each such issuer is
organized and the primary industry in which each such issuer is engaged:
16
<PAGE>
Company Name Country Industry
- ------------ ------- --------
The British Petroleum Co., plc United Kingdom Energy
British Telecommunications plc United Kingdom Telecommunications
Cadbury Schweppes plc United Kingdom Beverage
Grand Metropolitan plc United Kingdom Food/Beverage
Hanson plc. United Kingdom Conglomerate
Reuters Holdings plc. United Kingdom Media/Publishing
Unilever plc. United Kingdom Foods
Vodaphone Group plc United Kingdom Telecommunications
Waste Management International plc United Kingdom Pollution Control
Alcatel Alsthom Compagnie Generale
d'Electricite France Telecommunications
Rhone-Poulenc S.A. France Chemicals
Societe Nationale Elf Aquitaine France Energy
Total S.A. France Energy
Bayer A.G. Germany Chemicals
Deutsche Bank A.G. Germany Bank
Hoechst A.G. Germany Chemicals
Siemens A.G. Germany Electrical Equipment
Philips Electronics N.V. Netherlands Electrical Equipment
Royal Dutch Petroleum Company Netherlands Energy
Banco de Santander S.A. Spain Bank
Telefonica de Espana, S.A Spain Telecommunications
Benetton Group S.p.A. Italy Retailing
L.M. Ericsson
Telephone Co., Inc Sweden Telecommunications
Nestle S.A. Switzerland Foods
A potential investor should review the historical prices of the securities
underlying the Portfolio. The historical prices of such securities should not be
taken as an indication of future performance, and no assurance can be given that
the prices of such securities will increase sufficiently to cause the beneficial
owners of the Securities to receive an amount in excess of the Minimum Payment
at the maturity of the Securities.
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
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<PAGE>
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or
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<PAGE>
currency of any payment of principal or any premium, interest or Additional
Amounts payable on any Senior Debt Security; (d) impair the right to institute
suit for the enforcement of any payment on or with respect to any Senior Debt
Security; (e) reduce the percentage in principal amount of the Outstanding
Senior Debt Securities of any series, the consent of whose Holders is required
to modify or amend the Indenture; or (f) modify the foregoing requirements or
reduce the percentage of Outstanding Senior Debt Securities necessary to waive
any past default to less than a majority. No modification or amendment of the
Subordinated Indenture or any Subsequent Indenture for Subordinated Debt
Securities may adversely affect the rights of any holder of Senior Indebtedness
without the consent of such Holder. Except with respect to certain fundamental
provisions, the Holders of at least a majority in principal amount of
Outstanding Senior Debt Securities of any series may, with respect to such
series, waive past defaults under the Indenture and waive compliance by the
Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
19
<PAGE>
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
20
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Stock Market Annual Reset Term(SM) Notes due December 31, 1999
(Series A)
"SMART Notes(SM)"
On April 29, 1993, Merrill Lynch & Co., Inc. (the "Company") issued
$50,000,000 aggregate principal amount of Stock Market Annual Reset Term Notes
(Series A) due December 31, 1999 (the "Notes" or "SMART Notes"). As of the date
of this Prospectus, $20,000,000 aggregate principal amount of the Notes remain
outstanding. The Notes were issued in denominations of $1,000 and integral
multiples thereof and will mature and be repayable at 100% of the principal
amount thereof on December 31, 1999. The Notes are not subject to redemption
prior to maturity.
The Company will make interest payments on the Notes for each year at a rate
per annum equal to the Participation Rate multiplied by the percent increase, if
any, in the S&P MidCap 400 Composite Stock Price Index as determined in each
year as further described herein (the "Annual Percent Appreciation"). Annual
payments will in no event be less than the Minimum Annual Payment or more than
the Maximum Annual Payment. The table below specifies the Minimum Annual Payment
and the Maximum Annual Payment on a per annum basis per $1,000 principal amount
of Notes as well as the Participation Rate. Interest payments will be payable on
June 30 and December 31 of each year.
Minimum Annual Payment......................... $30 (3%)
Maximum Annual Payment......................... $100 (10%)
Participation Rate............................. 65%
For information as to the calculation of the amount payable in any calendar
year and the calculation of the S&P MidCap 400 Index, see "Description of Notes"
and "The Standard & Poor's MidCap 400 Index" in this Prospectus. For other
information that should be considered by prospective investors, see "Risk
Factors" beginning on page 4 of this Prospectus.
Ownership of the Notes will be maintained only in book-entry form by or
through the Securities Depository. Beneficial owners of the Notes will not have
the right to receive physical certificates evidencing their ownership except
under the limited circumstances described herein.
The Notes have been listed on the New York Stock Exchange under the symbol
"MERIQ 99".
------------------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Notes and is to be
used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a wholly owned subsidiary of the Company, in connection with offers
and sales related to market-making transactions in the Notes. MLPF&S may act as
principal or agent in such transactions. The Notes may be offered on the New
York Stock Exchange, or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the Notes will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(SM)"SMART Notes" and "Stock Market Annual Reset Term" are
service marks of Merrill Lynch & Co., Inc.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR THE
COMPLETENESS OF THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE NOTES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE S&P MIDCAP 400 INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE
AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P MIDCAP 400 INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information statements
and other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or
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<PAGE>
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................... 1.3 1.4 1.2 1.2 1.2
3
<PAGE>
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Interest Payments
If the Ending Annual Value applicable to a December Payment Date does not
exceed the Starting Annual Value applicable to such December Payment Date by
more than approximately 4.62%, beneficial owners of the Notes will receive only
the Minimum Annual Payment on such December Payment Date, even if the value of
the S&P MidCap 400 Index at some point between the determination of the
applicable Starting Annual Value and the determination of the applicable Ending
Annual Value exceeded such Starting Annual Value by more than approximately
4.62%. The annual amount payable on the Notes based on the S&P MidCap 400 Index
is limited to the Participation Rate multiplied by the percent increase in such
index during the period between the date of the determination of the applicable
Starting Annual Value for such year and the date of the determination of the
applicable Ending Annual Value for such year, and in no event will such amount
exceed the Maximum Annual Payment. If the Ending Annual Value applicable to a
December Payment Date exceeds the Starting Annual Value applicable to such
December Payment Date by more than approximately 15.38%, the beneficial owners
of the Notes would receive only the Maximum Annual Payment for the applicable
payment period.
Beneficial owners of the Notes will receive total annual payments equal to
not less than the Minimum Annual Payment, and will be repaid 100% of the
principal amount of the Notes at maturity. Beneficial owners of Notes may
receive interest payments with respect to the Notes equal to only the Minimum
Annual Payment for each year, and such interest payments are below what the
Company would pay as interest as of the date of issuance if the Company issued
non-callable senior debt securities with a similar maturity as that of the
Notes. The payment of additional amounts on the Notes is subject to the
conditions described under "Description of Notes--Interest Payments". The return
of principal of the Notes at maturity and the payment of the Minimum Annual
Payment are not expected to reflect the full opportunity costs implied by
inflation or other factors relating to the time value of money.
The amount payable on the Notes based on the S&P MidCap 400 Index will not
produce the same return as if the underlying stocks underlying the S&P MidCap
400 Index were purchased and held for a similar period because of the following:
(i) the S&P MidCap 400 Index does not reflect the payment of dividends on the
stocks underlying it, (ii) the amounts payable on the Notes do not reflect any
changes in the S&P MidCap 400 Index for the period between the determination of
an Ending Annual Value and the determination of the next succeeding Starting
Annual Value, and (iii), the annual amount payable is limited to 65% of the
percentage increase in the S&P MidCap 400 Index during any relevant period,
subject to the Minimum Annual Payment and the Maximum Annual Payment.
Trading
The Notes have been listed on the New York Stock Exchange under the symbol
"MERIQ 99". It is expected that the secondary market for the Notes (including
prices in such market) will likely be affected by the creditworthiness of the
Company and by a number of other factors. It is possible to view the Notes as
the economic equivalent of a debt obligation plus a series of cash settlement
options; however, there can be no assurance that the Notes will not trade in the
secondary market at a discount from the aggregate value of such economic
components, if such economic components were valued and capable of being traded
separately.
4
<PAGE>
The trading values of the Notes may be affected by a number of interrelated
factors, including those listed below. The following is the expected theoretical
effect on the trading value of the Notes of each of the factors listed below.
The following discussion of each separate factor generally assumes that all
other factors are held constant, although the actual interrelationship between
certain of such factors is complex.
Relative Level of the S&P MidCap 400 Index. The trading value of the
Notes is expected to depend significantly on the extent of the appreciation,
if any, of the S&P MidCap 400 Index over the Annual Starting Value
applicable to the next succeeding December Payment Date. If, however, Notes
are sold at a time when the S&P MidCap 400 Index exceeds the Annual Starting
Value, the sale price may nevertheless be at a discount from the amount
expected to be payable to the beneficial owner if such excess were to
prevail until the next December Payment Date. Furthermore, the price at
which a beneficial owner will be able to sell Notes prior to a December
Payment Date may be at a discount, which could be substantial, from the
principal amount thereof, if, at such time, the S&P MidCap 400 Index is
below, equal to or not sufficiently above the Annual Starting Value
applicable to such December Payment Date. The value of the Notes may also be
affected by the limitation of the applicable Maximum Annual Payment.
Volatility of the S&P MidCap 400 Index. If the volatility of the S&P
MidCap 400 Index increases, the trading value of the Notes is expected to
increase. If the volatility of the S&P MidCap 400 Index decreases, the
trading value of the Notes is expected to decrease.
U.S. Interest Rates. In general, if U.S. interest rates increase, the
value of the Notes is expected to decrease. If U.S. interest rates decrease,
the value of the Notes is generally expected to increase. Interest rates may
also affect the U.S. economy, and, in turn, the level of the S&P MidCap 400
Index. Rising interest rates may lower the level of the S&P MidCap 400 Index
and, thus, the value of the Notes. Falling interest rates may increase the
level of the S&P MidCap 400 Index and, thus, may increase the value of the
Notes.
Time Remaining to December Payment Dates. The Notes may trade at a value
above that which may be inferred from the level of U.S. interest rates and
the S&P MidCap 400 Index. This difference will reflect a "time premium" due
to expectations concerning the level of the S&P MidCap 400 Index during the
period prior to each December Payment Date. As the time remaining to each
December Payment Date decreases, however, this time premium may decrease,
thus decreasing the trading value of the Notes.
Time Remaining to Maturity. As the number of remaining December Payment
Dates decreases, the cumulative value of all the annual rights to receive an
amount that reflects participation in the appreciation of the S&P MidCap 400
Index above the Starting Annual Value (which would be realized in interest
payments in excess of the Minimum Annual Payment) will decrease, thus
decreasing the value of the Notes. Furthermore, as the time to maturity
decreases, the value of the right to receive the Minimum Annual Payment and
the principal amount is expected to increase, thus increasing the value of
the Note.
Dividend Rates. A number of complex relationships between the relative
values of the Notes and dividend rates are likely to exist. If dividend
rates on the stocks comprising the S&P MidCap 400 Index increase, the value
of the annual right to receive an amount that reflects participation in the
appreciation of the S&P MidCap 400 Index above the Starting Annual Value is
expected to decrease. Consequently the value of the Notes is expected to
decrease. Conversely, if dividend rates on the stocks comprising the S&P
MidCap 400 Index decrease, the value of the annual right to receive such an
amount is expected to increase and, therefore, the value of the Notes is
expected to increase. However, in general, rising U.S. corporate dividend
rates may increase the S&P MidCap 400 Index and, in turn, increase the value
of the Notes. Conversely, falling U.S. dividend rates may decrease the S&P
MidCap 400 Index and, in turn, decrease the value of the Notes.
5
<PAGE>
Other Considerations
It is suggested that prospective investors who consider purchasing the Notes
should reach an investment decision only after carefully considering the
suitability of the Notes in the light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Notes and should consult their tax advisors.
DESCRIPTION OF NOTES
General
The Notes were issued as a series of Senior Debt Securities under the Senior
Indenture, dated as of April 1, 1983, as amended and restated, which is more
fully described below. The Notes will mature, and the principal of the Notes
will be repayable at par, on December 31, 1999.
The Notes are not subject to redemption prior to maturity by the Company or
at the option of any beneficial owner. Upon the occurrence of an Event of
Default with respect to the Notes, however, beneficial owners of the Notes or
the Senior Debt Trustee may accelerate the maturity of the Notes, as described
under "Description of Notes--Events of Default and Acceleration" and "Other
Terms--Events of Default" in this Prospectus.
The Notes were issued in denominations of $1,000 and integral multiples
thereof.
Interest Payments
For each full calendar year, the Company will pay interest in an amount
equal to the following for each $1,000 principal amount of Notes:
$1,000 x Annual Percent Appreciation x Participation Rate
provided, however, that the per annum amount payable as a result of the
foregoing on the Notes will not be less than the Minimum Annual Payment or
greater than the Maximum Annual Payment. The table below specifies the Minimum
Annual Payment and the Maximum Annual Payment on a per annum basis per $1,000
principal amount of Notes as well as the Participation Rate.
Minimum Annual Payment............................... $30 (3%)
Maximum Annual Payment............................... $100 (10%)
Participation Rate................................... 65%
The "Annual Percent Appreciation" applicable to the determination of the
amount payable in any year will equal (i) the Ending Annual Value minus the
Starting Annual Value, divided by (ii) the Starting Annual Value. The "Starting
Annual Value" applicable to the determination of the amount payable in a
calendar year will equal the closing value of the S&P MidCap 400 Index on the
first NYSE Business Day (as defined herein) in such year on which a Market
Disruption Event has not occurred as determined by State Street Bank and Trust
Company (the "Calculation Agent"); provided, however, that if a Market
Disruption Event shall have occurred on each of the first ten NYSE Business Days
in any year, the "Starting Annual Value" applicable to the determination of the
amount payable in such year will equal the closing value of the S&P MidCap 400
Index on such tenth NYSE Business Day regardless of whether a Market Disruption
Event occurs on such day. The "Ending Annual Value" applicable to the
determination of the amount payable in a calendar year will equal the closing
value of the S&P MidCap 400 Index on the seventh scheduled NYSE Business Day
preceding the end of such year (including December 31 if it is a scheduled NYSE
Business Day) as determined by the Calculation Agent, unless a Market Disruption
Event has occurred on such day. In the event that a Market Disruption Event has
occurred on the seventh scheduled NYSE
6
<PAGE>
Business Day preceding the end of such year, the "Ending Annual Value"
applicable to the determination of the amount payable in such year will equal
the closing value of the S&P MidCap 400 Index on the sixth scheduled NYSE
Business Day preceding the end of such year regardless of whether such day is a
NYSE Business Day or a Market Disruption Event occurs on such day. The
Calculation Agent will determine the seventh scheduled NYSE Business Day, and,
if necessary, the sixth scheduled NYSE Business Day prior to each December
Payment Date.
If the Ending Annual Value applicable to such December Payment Date does not
exceed the Starting Annual Value applicable to such December Payment Date by
more than approximately 4.62%, beneficial owners of the Notes will receive only
the Minimum Annual Payment on such December Payment Date, even if the value of
the S&P MidCap 400 Index at some point between the determination of the
applicable Starting Annual Value and the determination of the applicable Ending
Annual Value exceeded such Starting Annual Value by more than approximately
4.62%. If the Ending Annual Value applicable to a December Payment Date exceeds
the Starting Annual Value applicable to such December Payment Date by more than
approximately 15.38%, the beneficial owners of the Notes would receive only the
Maximum Annual Payment for the applicable payment period.
Any day on which a Starting Annual Value or an Ending Annual Value is
required to be calculated is referred to herein as a "Calculation Day". A "NYSE
Business Day" is a day on which The New York Stock Exchange is open for trading.
All determinations made by the Calculation Agent shall be at the sole discretion
of the Calculation Agent and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Company and beneficial owners of
the Notes. All percentages resulting from any calculation on the Notes will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upwards).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New
York Stock Exchange Rule 80A (or any applicable rule or regulation enacted
or promulgated by the New York Stock Exchange, any other self regulatory
organization or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this
definition), in each case, for more than two hours of trading in 80 or more
of the securities included in the S&P MidCap 400 Index, or
(ii) the suspension or material limitation, in each case for more than
two hours of trading (whether by reason of movements in price exceeding
levels permitted by the relevant exchange or otherwise), in (A) futures
contracts related to the S&P MidCap 400 Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the S&P
MidCap 400 Index which are traded on the American Stock Exchange.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
Interest Payment Dates
The Company will make semiannual interest payments on the Notes on June 30
and December 31 of each year ("June Payment Dates" and "December Payment Dates",
respectively), except as provided below, to the persons in whose names the Notes
are registered on the next preceding June 29 or December 30. For each Note, the
Company will pay half of the Minimum Annual Payment for each calendar year on
the June Payment Date, and will pay the balance of the annual amount payable on
such Note for such year on the December Payment Date.
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<PAGE>
Notwithstanding the foregoing, if it is known at least three Business Days
prior to December 31 that December 31 will not be a Business Day, the amount
payable by the Company with respect to a December Payment Date for Series A
Notes will be made on the Business Day immediately preceding such December 31 to
the persons in whose names the Notes are registered on the second Business Day
immediately preceding such December 31.
S&P MidCap 400 Index
The following table illustrates hypothetical annual payments on the Notes
using assumed changes in the S&P MidCap 400 Index. The numbers below are shown
for illustrative purposes only and are not intended to predict either the future
levels of the S&P MidCap 400 Index or the payments to be received on the Notes.
Hypothetical SMART Note Payments
<TABLE>
<CAPTION>
Index Hypothetical Annualized
Hypothetical Starting Hypothetical Ending Percent Participation SMART
Year Annual Value(1) Annual Value(2) Change Rate Note Payment Rate(3)
- ---- --------------------- ------------------- ------- ------------- -----------------------
<S> <C> <C> <C> <C> <C>
1 ....... 163 180 10.43% 65% 6.78%
2 ....... 178 206 15.73% 65% 10.00%**
3 ....... 208 174 -16.35% 65% 3.00%*
4 ....... 174 218 25.29% 65% 10.00%**
5 ....... 217 216 -0.46% 65% 3.00%*
6 ....... 219 284 29.68% 65% 10.00%**
7 ....... 283 310 9.54% 65% 6.20%
</TABLE>
- ----------
(1) Assumed closing value of the S&P MidCap 400 Index on the first NYSE Business
Day of each year.
(2) Assumed closing value of the S&P MidCap 400 Index on the seventh scheduled
NYSE Business Day prior to the end of each year.
(3) Simple interest basis.
* Minimum Annual Payment ($30 per $1,000 principal amount (3% per annum)).
** Maximum Annual Payment ($100 per $1,000 principal amount (10% per annum)).
The above information is for purposes of illustration only. The actual
amount payable in any year on the Notes will depend entirely on the Starting
Annual Value and Ending Annual Value applicable to such year determined by the
Calculation Agent as provided herein and the Minimum Annual Payment, Maximum
Annual Payment and Participation Rate.
A potential investor should review the historical performance of the S&P
MidCap 400 Index. The historical performance of the S&P MidCap 400 Index should
not be taken as an indication of future performance, and no assurance can be
given that the S&P MidCap 400 Index will increase sufficiently during any
calendar year to cause the beneficial owners of the Notes to receive an amount
in excess of the Minimum Annual Payment during any such calendar year.
Unavailability of the S&P MidCap 400 Index
If S&P discontinues publication of the S&P MidCap 400 Index and S&P or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to the S&P MidCap 400
Index (any such index being referred to hereinafter as a "Successor Index"),
then, upon the Calculation Agent's notification of such determination to the
Trustee and the Company, the Calculation Agent will substitute the Successor
Index as calculated by S&P or such other entity for the S&P MidCap 400 Index and
calculate the Starting Annual Value and/or the Ending Annual Value as described
above. Upon any selection by the Calculation Agent of a Successor Index, the
Company shall cause notice thereof to be published in The Wall Street Journal
(or another newspaper of general circulation) within three Business Days of such
selection.
8
<PAGE>
If the S&P MidCap 400 Index is unavailable or S&P discontinues publication
of the S&P MidCap 400 Index and a Successor Index is not selected by the
Calculation Agent or is no longer published on any of the Calculation Days, the
value to be substituted for the S&P MidCap 400 Index for any such Calculation
Day used to calculate the Starting Annual Value or Ending Annual Value, as the
case may be, will be calculated as described below.
If a Successor Index is selected or the Calculation Agent calculates a value
as a substitute for the S&P MidCap 400 Index as described below, such Successor
Index or value shall be substituted for the S&P MidCap 400 Index for all
purposes.
If at any time the method of calculating the S&P MidCap 400 Index, or the
value thereof, is changed in a material respect, or if the S&P MidCap 400 Index
is in any other way modified so that such Index does not, in the opinion of the
Calculation Agent, fairly represent the value of the S&P MidCap 400 Index had
such changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
Calculation Date, make such adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a calculation of a
value of a stock index comparable to the S&P MidCap 400 Index as if such changes
or modifications had not been made, and calculate such closing value with
reference to the S&P MidCap 400 Index, as adjusted. Accordingly, if the method
of calculating the S&P MidCap 400 Index is modified so that the value of such
Index is a fraction or a multiple of what it would have been if it had not been
modified (e.g., due to a split in the Index), then the Calculation Agent shall
adjust such Index in order to arrive at a value of the S&P MidCap 400 Index as
if it had not been modified (e.g., as if such split had not occurred).
If the S&P MidCap 400 Index is unavailable or the publication of the S&P
MidCap 400 Index is discontinued and S&P or another entity does not publish a
Successor Index on any of the Calculation Days, the value to be substituted for
the S&P MidCap 400 Index for any such Calculation Day will be the value computed
by the Calculation Agent for each such Calculation Day in accordance with the
following procedures:
(1) identifying the component stocks of the S&P MidCap 400 Index or any
Successor Index as of the last date on which either of such indices was
calculated by S&P or another entity and published by S&P or such other
entity (each such component stock is a "Last Component Stock");
(2) for each Last Component Stock, calculating as of each such NYSE
Business Day the product of the market price per share and the number of the
then outstanding shares (such product referred to as the "Market Value" of
such stock), by reference to (a) the closing market price per share of such
Last Component Stock as quoted by the New York Stock Exchange or the
American Stock Exchange or any other registered national securities exchange
that is the primary market for such Last Component Stock, or if no such
quotation is available, then the closing market price as quoted by any other
registered national securities exchange or the National Association of
Securities Dealers Automated Quotation National Market System ("NASDAQ"), or
if no such price is quoted, then the market price from the best available
source as determined by the Calculation Agent (collectively, the
"Exchanges") and (b) the most recent publicly available statement of the
number of outstanding shares of such Last Component Stock;
(3) aggregating the Market Values obtained in clause (2) for all Last
Component Stocks;
(4) ascertaining the Base Value (as defined below under "The Standard &
Poor's MidCap 400 Index--Computation of the S&P MidCap 400 Index") in effect
as of the last day on which either the S&P MidCap 400 Index or any Successor
Index was published by S&P or another entity, adjusted as described below;
(5) dividing the aggregate Market Value of all Last Component Stocks by
the Base Value (adjusted as aforesaid);
(6) multiplying the resulting quotient (expressed in decimals) by 100.
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<PAGE>
If any Last Component Stock is no longer publicly traded on any registered
national securities exchange or in the over-the-counter market, the last
available market price per share for such Last Component Stock as quoted by any
registered national securities exchange or in the over-the-counter market, and
the number of outstanding shares thereof at such time, will be used in computing
the last available Market Value of such Last Component Stock. Such Market Value
will be used in all computations of the S&P MidCap 400 Index thereafter.
If a company that has issued a Last Component Stock and another company that
has issued a Last Component Stock are consolidated to form a new company, the
common stock of such new company will be considered a Last Component Stock and
the common stocks of the constituent companies will no longer be considered Last
Component Stocks. If any company that has issued a Last Component Stock merges
with, or acquires, a company that has not issued a Last Component Stock, the
common stock of the surviving corporation will, upon the effectiveness of such
merger or acquisition, be considered a Last Component Stock. In each such case,
the Base Value will be adjusted so that the Base Value immediately after such
consolidation, merger or acquisition will equal (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value of all Last Component Stocks immediately after such event, divided by the
aggregate Market Value for all Last Component Stocks immediately prior to such
event.
If a company that has issued a Last Component Stock issues a stock dividend,
declares a stock split or issues new shares pursuant to the acquisition of
another company, then, in each case, the Base Value will be adjusted (in
accordance with the formula described below) so that the Base Value immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the effectiveness of the stock split or the time new shares of such
Last Component Stock commence trading equals (a) the Base Value immediately
prior to such event, multiplied by (b) the quotient of the aggregate Market
Value for all Last Component Stocks immediately after such event, divided by the
aggregate Market Value of all Last Component Stocks immediately prior to such
event. The Base Value used by the Calculation Agent to calculate the value
described above will not necessarily be adjusted in all cases in which S&P, in
its discretion, might adjust the Base Value (as described below under "The
Standard & Poor's MidCap 400 Index--Computation of the S&P MidCap 400 Index").
If S&P discontinues publication of the S&P MidCap 400 Index prior to the
period during which the amount payable with respect to any year is to be
determined and the Calculation Agent determines that no Successor Index is
available at such time, then on each NYSE Business Day until the earlier to
occur of (i) the determination of the amount payable with respect to such year
or (ii) a determination by the Calculation Agent that a Successor Index is
available, the Calculation Agent shall determine the value that would be used in
computing the amount payable with respect to such year by reference to the
method set forth in clauses (1) through (6) in the fourth preceding paragraph
above as if such day were a Calculation Day. The Calculation Agent will cause
notice of each such value to be published not less often than once each month in
the Wall Street Journal (or another newspaper of general circulation), and
arrange for information with respect to such values to be made available by
telephone. Notwithstanding these alternative arrangements, discontinuance of the
publication of the S&P MidCap 400 Index may adversely affect trading in the
Notes.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes shall have occurred
and be continuing, the amount payable to a beneficial owner of a Note upon any
acceleration permitted by the Notes, will equal: (i) the principal amount
thereof, plus (ii) an additional amount, if any, of interest calculated as
though the date of early repayment were a December Payment Date and prorated
through such date of early repayment based on the ratio of the number of days
from and including the date the Starting Annual Value applicable to such year is
determined to but excluding the date of early repayment, computed on the basis
of a year consisting of 360 days of twelve 30-day months, divided by 360. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
beneficial owner of a Note may be limited, under Section 502(b)(2) of Title 11
of the United States Code, to the principal amount of the Note plus an
additional amount, if any, of contingent interest calculated as though the date
of the commencement of the proceeding were the maturity date of the Notes.
10
<PAGE>
Securities Depository
The Notes are represented by one fully registered global security (the
"Global Security"). Such Global Security has been deposited with, or on behalf
of, The Depository Trust Company, as Securities Depository (the "Securities
Depository"), registered in the name of the Securities Depository or a nominee
thereof. Unless and until it is exchanged in whole or in part for Securities in
definitive form, the Global Security may be transferred except as a whole by the
Securities Depository to a nominee of such Securities Depository or by a nominee
of such Securities Depository to such Securities Depository or another nominee
of such Securities Depository or by such Securities Depository or any such
nominee to a successor of such Securities Depository or a nominee of such
successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Securities Depository
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Note ("Beneficial Owner") is in turn
to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Notes
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in the Global Security will not be
entitled to have the Notes represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of the
Notes in definitive registered form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in the Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in the Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of beneficial owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by
11
<PAGE>
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Payment of the principal of, and amounts payable on any June Payment Date or
December Payment Date with respect to Notes registered in the name of the
Securities Depository or its nominee, will be made to the Securities Depository
or its nominee, as the case may be, as the Holder of the Global Security
representing such Notes. None of the Company, the Trustee or any other agent of
the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relative to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment of principal or amounts
payable on any June Payment Date or December Payment Date in respect of the
Global Security, will credit the accounts of the Participants with payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interest in such Global Security as shown on the records of the
Securities Depository. The Company also expects that payments by Participants to
Beneficial Owners will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the
Notes, the Global Security will be exchangeable for Notes in definitive form of
like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in such name or names as the Securities Depository shall instruct the Trustee.
It is expected that such instructions may be based upon directions received by
the Securities Depository from Participants with respect to ownership of
beneficial interests in such Global Security.
THE STANDARD & POOR'S MIDCAP 400 INDEX
All disclosure contained in this Prospectus regarding the S&P MidCap 400
Index, including, without limitation, its make-up, method of calculation and
changes in its components, is derived from publicly available information
prepared by S&P as of April 16, 1993. Neither the Company nor MLPF&S take any
responsibility for such information.
General
The S&P MidCap 400 Index is published by S&P and is intended to provide an
indication of the pattern of price movements of common stocks of corporations
having mid-market capitalization. The calculation of the value of the S&P MidCap
400 Index (discussed below in further detail) is based on the relative value of
the aggregate Market Value (as defined above) of the common stocks of 400
companies as of a particular time as compared to the aggregate average Market
Value of the common stocks of 400 substantially similar companies on December
31, 1990. As of April 16, 1993, 263 (66%) of the companies included in the S&P
MidCap 400 Index were listed on the New York Stock Exchange, 125 (31%) of the
companies were traded in the over-the-counter market and 12 (3%) of the
companies were listed on the American Stock Exchange. As of February 3, 1993,
the aggregate Market Value of the 400 companies included in the S&P MidCap 400
Index represented approximately 15% of the aggregate Market Value of United
States domestic companies. The 400 companies are not the largest companies
listed on The New York Stock Exchange (the companies included in the Standard &
Poor's 500 Composite Stock Price Index, which had a median market capitalization
of $3.1 billion at April 16, 1993, are generally larger than those included in
the S&P MidCap 400 Index, which had a median market capitalization of $846.8
million at April 16, 1993). S&P chooses companies for inclusion in the S&P
MidCap 400 Index with the aim of achieving (for companies of mid-market
capitalization) a distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of The New York
Stock Exchange, which S&P uses as an assumed model
12
<PAGE>
for the composition of the total market with respect to such mid-market
corporations. Relevant criteria employed by S&P in selecting companies for the
S&P MidCap 400 Index include the viability of the particular company, the extent
to which that company represents the industry group to which it is assigned, the
extent to which the market price of that company's common stock is generally
responsive to changes in the affairs of the respective industry and the Market
Value and trading activity of the common stock of that company.
Computation of the S&P MidCap 400 Index
As of April 16, 1993, S&P computed the S&P MidCap 400 Index as of a
particular time as follows:
(1) the Market Value of each component stock is determined as of such
time;
(2) the Market Values of all component stocks as of such time (as
determined under clause (1) above) are aggregated;
(3) the Market Values as of December 31, 1990 (the "Base Period") of the
common stock of each company in a group of 400 substantially similar
companies is determined;
(4) the Market Values of all such common stocks as of the Base Period
(as determined under clause (3) above) are aggregated (such aggregate amount
being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such time
(as determined under clause (2) above) is divided by the Base Value; and
(6) the resulting quotient (expressed in decimals) is multiplied by 100.
While S&P currently employs the above methodology to calculate the S&P
MidCap 400 Index, no assurance can be given that S&P will not modify or change
such methodology in a manner that may affect the amounts payable on any December
Payment Date to beneficial owners of the Notes.
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase of additional shares of
stock by employees pursuant to employee benefit plans, certain consolidations
and acquisitions, the granting to shareholders of rights to purchase other
securities of the company, the substitution by S&P of particular component
stocks in the S&P MidCap 400 Index and other reasons. In all such cases, S&P
first recalculates the aggregate Market Value of all component stocks (after
taking account of the new market price per share of the particular component
stock or the new number of outstanding shares thereof or both, as the case may
be) and then determines the New Base Value in accordance with the following
formula:
Old Base Value x New Market Value = New Base Value
----------------
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in the
aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the S&P MidCap 400 Index.
13
<PAGE>
A potential investor should review the historical performance of the S&P
MidCap 400 Index. The historical performance of the S&P MidCap 400 Index should
not be taken as an indication of future performance, and no assurance can be
given that the S&P MidCap 400 Index will increase sufficiently to cause the
beneficial owners of the Notes to receive an amount in excess of the principal
amount at the maturity of the Notes.
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the Notes,
and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
"The Notes are not sponsored, endorsed, sold or promoted by S&P. S&P
makes no representation or warranty, express or implied, to the Holders of
the Notes or any member of the public regarding the advisability of
investing in securities generally or in the Notes particularly or the
ability of the S&P MidCap 400 Index to track general stock market
performance. S&P's only relationship to Merrill Lynch Capital Services, Inc.
and the Company (other than transactions entered into in the ordinary course
of business) is the licensing of certain service marks and trade names of
S&P and of the S&P MidCap 400 Index which is determined, composed and
calculated by S&P without regard to the Company or the Notes. S&P has no
obligation to take the needs of the Company or the Holders of the Notes into
consideration in determining, composing or calculating the S&P MidCap 400
Index. S&P is not responsible for and has not participated in the
determination or calculation of the equation by which the Notes are to be
converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Notes."
OTHER TERMS
General
The Note were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Notes. The following summaries of
certain provisions of the Senior Indenture do not purport to be complete and are
subject to, and qualified in their entirety by reference to, all provisions of
the Senior Indenture, including the definition therein of certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Notes are
governed by and construed in accordance with the laws of the State of New York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
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The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Securities
Exchange Act of 1934, as amended, and under rules of certain exchanges and other
regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders
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<PAGE>
is required to modify or amend the Indenture; or (f) modify the foregoing
requirements or reduce the percentage of Outstanding Senior Debt Securities
necessary to waive any past default to less than a majority. No modification or
amendment of the Subordinated Indenture or any Subsequent Indenture for
Subordinated Debt Securities may adversely affect the rights of any holder of
Senior Indebtedness without the consent of such Holder. Except with respect to
certain fundamental provisions, the Holders of at least a majority in principal
amount of Outstanding Senior Debt Securities of any series may, with respect to
such series, waive past defaults under the Indenture and waive compliance by the
Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating
16
<PAGE>
Results", "Financial Position" and "Common Share Data" for each of the five
years in the period ended December 27, 1996 included in the 1996 Annual Report
to Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
17
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Japan Index(sm)
Equity Participation Securities with Minimum
Return Protection due January 31, 2000
On January 27, 1994, Merrill Lynch & Co., Inc. (the "Company") issued
$115,000,000 aggregate principal amount of Japan Index(sm) Equity Participation
Securities with Minimum Return Protection due January 31, 2000 (the "Securities"
or the "Notes") in denominations of $1,000 and integral multiples thereof. As of
the date of this Prospectus, $60,000,000 aggregate principal amount of the
Securities remain outstanding. The Securities will mature on January 31, 2000.
At maturity, a beneficial owner of a Security will be entitled to receive, with
respect to each Security, the principal amount thereof plus an interest payment
(the "Supplemental Redemption Amount") based on the percentage increase, if any,
in the Index (as hereinafter defined). The Securities were issued as a series of
Senior Debt Securities under the Senior Indenture described herein. The
Securities are not redeemable or callable by the Company prior to maturity.
While at maturity a beneficial owner of a Security will receive the principal
amount of such Security plus the Supplemental Redemption Amount, there will be
no payment of interest, periodic or otherwise.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security, (B) the percentage change from 195.46, the closing value of the Index
on January 20, 1994 as compared to the Final Average Value (as hereinafter
defined), and (C) 115% (the "Participation Rate"). In no event, however, will
the Supplemental Redemption Amount be less than $150 per $1,000 principal amount
of the Securities (the "Minimum Supplemental Redemption Amount"), representing a
minimum annualized rate of return of 2.33%. The calculation of the Final Average
Value, as more fully described herein, will equal the arithmetic average of the
closing values of the Index on certain days during January of 1998, 1999 and
2000. Although the Index will initially be the Japan Index (as defined herein),
under certain circumstances described herein, a New Japan Index (as defined
herein) may be substituted for the Japan Index. The Japan Index (or, if such
substitution shall occur, the New Japan Index) is referred to herein as the
"Index".
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity and the calculation and the composition of the
Index, see "Description of Securities" and "The Index", respectively, in this
Prospectus. For other information that should be considered by prospective
investors, see "Risk Factors" beginning on page 3 of in this Prospectus.
Ownership of the Securities is maintained in book-entry form by or through
the Depository (as hereinafter defined). Beneficial owners of the Securities do
not have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein.
The Securities have been listed on the American Stock Exchange under the
symbol "MJP.A".
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the American Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(sm)"Japan Index" is a service mark of The American Stock Exchange.
18
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information statements
and other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
2
<PAGE>
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges .................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs and that portion
of rentals estimated to be representative of the interest factor.
RISK FACTORS
Payment at Maturity
Investors should be aware that if the Final Average Value of the Index does
not exceed the Initial Value by more than approximately 13.04%, beneficial
owners of the Securities will receive only the principal amount thereof and the
Minimum Supplemental Redemption Amount. A beneficial owner of the Securities may
receive a Supplemental Redemption Amount equal only to the Minimum Supplemental
Redemption Amount at maturity, and such Minimum Supplemental Redemption Amount
is below what the Company would pay as interest as of the date of issuance if
the Company issued non-callable senior debt securities with a similar maturity
as that of the Securities. The return of principal of the Securities at maturity
and the payment of the Minimum Supplemental Redemption Amount are not expected
to reflect the full opportunity costs implied by inflation or other factors
relating to the time value of money.
3
<PAGE>
The Index does not reflect the payment of dividends on the stocks underlying
it and therefore, in addition to the considerations regarding averaging
discussed below, the yield based on the Index to the maturity of the Securities
will not produce the same yield as if such underlying stocks were purchased and
held for a similar period. Because the Final Average Value will be based upon
average values of the Index during specified periods in three successive years,
a significant increase in the Index as measured by the average values during the
specified period in the final year, or in either earlier year, may be
substantially or entirely offset by the average values of the Index during the
specified periods in the other two years.
The Index used to calculate the Supplemental Redemption Amount will
initially be the Japan Index, which is currently calculated and published by the
American Stock Exchange. Upon the occurrence of certain events described under
"Description of Securities--Substitution of the Index", a New Japan Index (which
will also relate to the trading of equity securities in Japan) will be
substituted for the Japan Index as the basis of the calculation of the
Supplemental Redemption Amount. The required characteristics of such New Japan
Index are described herein; however, the New Japan Index does not currently
exist, and such New Japan Index may be calculated and published by a United
States stock exchange other than the American Stock Exchange. In the event that
a New Japan Index is substituted for the Japan Index, no assurance can be given
as to whether the Supplemental Redemption Amount calculated on the basis of such
New Japan Index will be more than or less than or equal to the Supplemental
Redemption Amount which would have been payable had such substitution not
occurred.
The Senior Indenture provides that the Senior Indenture and the Securities
will be governed by and construed in accordance with the laws of New York. Under
present New York law the maximum rate of interest is 25% per annum on a simple
interest basis. This limit may not apply to Securities in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or Federal court sitting outside of New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). The Company has
covenanted for the benefit of the Holders of the Securities, to the extent
permitted by law, not to claim voluntarily the benefits of any laws concerning
usurious rates of interest against a Holder of the Securities.
Trading
The Securities are listed on the American Stock Exchange. It is expected
that the secondary market for the Securities will be affected by the
creditworthiness of the Company and by a number of other factors. Because the
Final Average Value is an average of the three Calculation Values as described
below, the price at which a beneficial owner of a Security will be able to sell
such Security in the secondary market may be at a discount if the first or
second such Calculation Value is below the Initial Value.
The trading value of the Securities is expected to depend primarily on the
extent of the appreciation, if any, of the Index over the Initial Value. If,
however, Securities are sold prior to the maturity date at a time when the Index
exceeds the Initial Value, the sale price may be at a discount from the amount
expected to be payable to the beneficial owner if such excess of the Index over
the Initial Value were to prevail until maturity of the Securities because of
the possible fluctuation of the Index between the time of such sale and the
maturity date and the effect of the value of the Index on prior days used to
calculate the Final Average Value, if any. Furthermore, the price at which a
beneficial owner will be able to sell Securities prior to maturity may be at a
discount, which could be substantial, from the principal amount thereof if, at
such time, the Index is below, equal to or not sufficiently above the Initial
Value and/or if the value of the Index on prior days used to calculate the Final
Average Value, if any, was below, equal to or not sufficiently above the Initial
Value. A discount could also result from rising interest rates in the U.S.
The trading values of the Securities may be affected by a number of
interrelated factors, including the creditworthiness of the Company and those
factors listed below. The relationship among these factors is complex, including
how these factors affect the relative value of the principal amount of the
Securities to be repaid at maturity and the value of the Supplemental Redemption
Amount. Accordingly, investors should be aware that factors other
4
<PAGE>
than the level of the Index are likely to affect the Securities' trading value.
The expected theoretical effect on the trading value of the Securities of each
of the factors listed below, assuming in each case that all other factors are
held constant, is as follows:
Interest Rates. In general, if U.S. interest rates increase, the value
of the Securities is expected to decrease. If U.S. interest rates decrease,
the value of the Securities is expected to increase. In general, if Japanese
interest rates increase, the value of the Securities is expected to
increase. If Japanese interest rates decrease, the value of the Securities
is expected to decrease. Interest rates may also affect the Japanese
economy, and, in turn, the value of the Index. Rising interest rates may
lower the value of the Index and, thus, the Securities. Falling interest
rates may increase the value of the Index and, thus, may increase the value
of the Securities.
Volatility of the Index. If the volatility of the Index increases, the
trading value of the Securities is expected to increase. If the volatility
of the Index decreases, the trading value of the Securities is expected to
decrease.
Time Remaining to Maturity. The Securities may trade at a value above
that which may be inferred from the level of interest rates and the Index.
This difference will reflect a "time premium" due to expectations concerning
the value of the Index during the period prior to maturity of the
Securities. As the time remaining to maturity of the Securities decreases,
however, this time premium is expected to decrease, thus decreasing the
trading value of the Securities. In addition, the price at which a
beneficial owner may be able to sell Securities prior to maturity may be at
a discount, which may be substantial, from the minimum expected value at
maturity if one or more Calculation Values, as defined below, were below,
equal to or not sufficiently above the Initial Value.
Dividend Rates in Japan. If dividend rates on the stocks comprising the
Index increase, the value of the Securities is expected to decrease.
Conversely, if dividend rates on the stocks comprising the Index decrease,
the value of the Securities is expected to increase. However, in general,
rising Japanese corporate dividend rates may increase the value of the Index
and, in turn, increase the value of the Securities. Conversely, falling
Japanese dividend rates may decrease the value of the Index and, in turn,
decrease the value of the Securities.
Although the stocks comprising the Japan Index are traded in Japanese yen
and the Securities are denominated in U.S. dollars, the Supplemental Redemption
Amount will not be adjusted for the currency exchange rate in effect at the
maturity of the Securities. The Supplemental Redemption Amount is based upon the
percentage increase in the Japan Index. The Japan Index is calculated using a
constant U.S.$/Japanese Yen exchange rate. The value of the Securities should
not, therefore, be directly affected by the currency exchange rate. For example,
if the Japan Index were to increase by 25% from the Initial Value to the Final
Average Value, a holder of the Securities would receive a Supplemental
Redemption Amount equal to $287.50 per $1,000 principal amount of Securities at
maturity regardless of the U.S.$/Japanese Yen exchange rate prevailing at
maturity. Changes in the exchange rate, however, may reflect changes in the
Japanese economy which, of course, would affect the value of the Index and the
Securities.
The Japanese Market
The underlying stocks that constitute the Japan Index have been issued by
Japanese companies. If a New Japan Index is substituted for the Japan Index,
such New Japan Index would also be based upon stocks issued by Japanese
companies. Investments in securities indexed to the value of Japanese equity
securities involve certain risks. The Japanese securities markets may be more
volatile than U.S. or other securities markets and may be affected by market
developments in different ways than U.S. or other securities markets. Direct or
indirect government intervention to stabilize the Japanese securities markets
and cross-shareholdings in Japanese companies on such markets may affect prices
and volume of trading on those markets. Also, there is generally less publicly
available information about Japanese companies than about those U.S. companies
that are subject to the reporting
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requirements of the Commission, and Japanese companies are subject to
accounting, auditing and financial reporting standards and requirements that
differ from those to which U.S. reporting companies are subject.
Securities prices in Japan are subject to political, economic, financial and
social factors that apply in Japan. These factors (including the possibility
that recent or future changes in the Japanese government's economic and fiscal
policies, the possible imposition of, or changes in, currency exchange laws or
other Japanese laws or restrictions applicable to Japanese companies or
investments in Japanese equity securities and the possibility of fluctuations in
the rate of exchange between currencies) could negatively affect the Japanese
securities markets. Moreover, the Japanese economy may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resources and
self-sufficiency.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, which is
more fully described below. The Securities will mature on January 31, 2000.
While at maturity a beneficial owner of a Security will receive the
principal amount of such Security plus the Supplemental Redemption Amount, there
will be no payment of interest, periodic or otherwise. (See "Payment at
Maturity", below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities--Events of Default and Acceleration" and "Other Terms--Events of
Default" in this Prospectus.
The Securities were issued in denominations of $1,000 and integral multiples
thereof.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount, all as
provided below. If the Final Average Value of the Index does not exceed the
Initial Value by more than approximately 13.04% a beneficial owner of a Security
will be entitled to receive only the principal amount thereof and the Minimum
Supplemental Redemption Amount. Although the Index will initially be the Japan
Index, under certain circumstances described herein a New Japan Index (as
defined herein) may be substituted for the Japan Index. The Japan Index (or, if
such substitution shall occur, the New Japan Index) is referred to herein as the
"Index".
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At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof, and (ii)
the Supplemental Redemption Amount equal in amount to:
Principal Amount x Final Average Value-Initial Value x 115%
---------------------------------
Initial Value
provided, that the Supplemental Redemption Amount will not be less than the
Minimum Supplemental Redemption Amount of $150 per $1,000 principal amount of
Securities. The Initial Value equals 195.46, the closing value of the Japan
Index on January 20, 1994; provided, however, that a new Initial Value will be
calculated as described herein if a New Japan Index is substituted for the Japan
Index.
The Final Average Value of the Index will be determined by State Street Bank
and Trust Company (the "Calculation Agent") and will equal the arithmetic
average (mean) of the Yearly Values, as defined below, for 1998, 1999 and 2000.
The Yearly Value for any year will be calculated during the Calculation Period
for such year which will be from and including January 22 in 1998, January 21 in
1999 and January 20 in 2000 to and including the fifth scheduled Business Day
after each such date. The Yearly Value for each year will equal the arithmetic
average (mean) of the closing values of the Index on the first Business Day in
the applicable Calculation Period (provided that a Market Disruption Event, as
defined below, shall not have occurred on such day) and on each succeeding
Business Day (provided that a Market Disruption Event shall not have occurred on
the applicable day) up to and including the last Business Day in the applicable
Calculation Period (each, a "Calculation Date") until the Calculation Agent has
so determined such closing values for five Business Days. If a Market Disruption
Event occurs on two or more of the Business Days during a Calculation Period,
the Yearly Value for the relevant year will equal the average of the values on
Business Days on which a Market Disruption Event did not occur during such
Calculation Period or, if there is only one such Business Day, the value on such
day. If a Market Disruption Event occurs on all of such Business Days during a
Calculation Period, the Yearly Value for the relevant year shall equal the
closing value of the Index on the last Business Day of the Calculation Period
regardless of whether a Market Disruption Event shall have occurred on such day.
A Yearly Value may be restated if the Substitution Event occurs after the
determination of such Yearly Value, see "Substitution of the Index".
For purposes of determining the Final Average Value, a "Business Day" is a
day on which the Relevant Stock Exchange is open for trading. "Relevant Stock
Exchange" means the American Stock Exchange or, if a New Japan Index has been
substituted for the Japan Index, the U.S. stock exchange that publishes such New
Japan Index. All determinations made by the Calculation Agent shall be at the
sole discretion of the Calculation Agent and, absent a determination by the
Calculation Agent of a manifest error, shall be conclusive for all purposes and
binding on the Company and beneficial owners of the Securities.
The following table illustrates, for a range of hypothetical Final Average
Values, the total amount payable at maturity for each $1,000 principal amount of
Securities.
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Total
Hypothetical Final Percentage Amount
Average Value of Change Over Payable at
the Japan Index Initial Value Maturity
------------------ ------------- ----------
97.73 -50% $1,150
117.28 -40% $1,150
136.82 -30% $1,150
156.37 -20% $1,150
175.91 -10% $1,150
195.46(1) 0% $1,150
215.01 10% $1,150
234.55 20% $1,230
254.10 30% $1,345
273.64 40% $1,460
293.19 50% $1,575
312.74 60% $1,690
332.28 70% $1,805
351.83 80% $1,920
371.37 90% $2,035
390.92 100% $2,150
410.47 110% $2,265
430.01 120% $2,380
- ----------
(1) The Initial Value.
The above figures are for purposes of illustration only. The actual total
redemption amount received by investors will depend entirely on the actual Final
Average Value determined by the Calculation Agent as provided herein. Because
the Final Average Value will be based upon average values of the Index (which
may be a New Japan Index substituted for the Japan Index) during specified
periods in three successive years, a significant increase or decrease in the
Index as measured by the average values during the specified period in any year
may be substantially or entirely offset by the average values of the Index
during the specified periods in the other two years.
A potential investor should review the historical performance of the Japan
Index. The historical performance of the Japan Index should not be taken as an
indication of future performance, and no assurance can be given that the Japan
Index will increase sufficiently to cause the beneficial owners of the
Securities to receive an amount in excess of the principal amount and the
Minimum Supplemental Redemption Amount at the maturity of the Securities.
Adjustments to the Index; Market Disruption Event
If at any time the method of calculating the Index, or the value thereof, is
changed in a material respect, or if the Index is in any other way modified so
that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Final Average Value is to be calculated, make such adjustments
as, in the good faith judgment of the Calculation Agent, may be necessary in
order to arrive at a calculation of a value of a stock index comparable to the
Index as if such changes or modifications had not been made, and calculate such
closing value with reference to the Index, as adjusted. Accordingly, if the
method of calculating the Index is modified so that the value of such Index is a
fraction or a multiple of what it would have been if it had not been modified
(e.g., due to a split in the Index), then the Calculation Agent shall adjust
such Index in order to arrive at a value of the Index as if it had not been
modified (e.g., as if such split had not occurred).
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"Market Disruption Event" means the occurrence or existence of either of the
following events on a Business Day during a Calculation Period as determined by
the Calculation Agent:
(i) a suspension or absence of trading on the TSE of 20% or more of the
Underlying Stocks which then comprise the Index or a Successor Index during
the one-half hour period preceding the close of trading on the TSE; or
(ii) the suspension or material limitation on the Singapore
International Monetary Exchange Ltd. (the "SIMEX"), Osaka Securities
Exchange (the "OSE") or the Relevant Stock Exchange or any other major
securities market of trading in futures or options contracts related to the
Index during the one-half hour period preceding the close of trading on the
applicable exchange.
For purposes of determining whether a Market Disruption Event has occurred:
(1) a limitation on the hours or number of days of trading will not constitute a
Market Disruption Event if it results from an announced change in the regular
business hours of the relevant exchange, (2) a decision to permanently
discontinue trading in the relevant contract will not constitute a Market
Disruption Event, (3) a suspension of trading in a futures or options contract
on the Index by the Relevant Stock Exchange or other major securities market by
reason of (x) a price change exceeding limits set by the Relevant Stock Exchange
or such securities market, (y) an imbalance of orders relating to such contracts
or (z) a disparity in bid and ask quotes relating to such contracts will
constitute a suspension or material limitation of trading in futures or options
contracts related to the Index and (4) an "absence of trading" on the SIMEX,
OSE, the Relevant Stock Exchange or a major securities market on which futures
or options contracts related to the Index are traded will not include any time
when the SIMEX, OSE, the Relevant Stock Exchange or such securities market, as
the case may be, itself is closed for trading under ordinary circumstances.
Substitution of the Index
Movements in the Japan Index correspond generally to movements in the Nikkei
225 Index published by Nihon Keizai Shimbun, Inc., which is currently the most
widely utilized index relating to Japanese equity securities, as measured by
trading volume and open interest relating to the futures contract on such index
(the "Nikkei 225 Futures Contract"). In October of 1993, Nihon Keizai Shimbun,
Inc. commenced the calculation and publication of a new broad-based,
capitalization-weighted index referred to as the Nikkei 300 Index (the "Nikkei
300 Index"). Unlike the Nikkei 225 Index, which is a price-weighted index of 225
Japanese companies listed in the First Section of the TSE, the Nikkei 300 Index
is a capitalization-weighted index of 300 Japanese companies listed in the First
Section of the TSE. See "The Index--The New Japan Index" for a description of
the Nikkei 300 Index. The OSE announced that, if a broad-based,
capitalization-weighted index were introduced on the TSE, the OSE expected to
establish a new futures contract on such index. Although the OSE has not as of
the date of this Prospectus introduced a new futures contract on the Nikkei 300
Index, any such contract which it may introduce at some future date is referred
to herein as the "Nikkei 300 Futures Contract".
If the Nikkei 300 Futures Contract is introduced and publicly traded on an
exchange in Japan, and such contract develops trading volume and open interest
exceeding that of the Nikkei 225 Futures Contract, the Company believes this
would indicate that the Nikkei 300 Futures Contract will have become more widely
utilized than the Nikkei 225 Futures Contract. Therefore, in the event that a
Nikkei 300 Futures Contract is publicly traded at some future date on an
exchange in Japan and each of the additional conditions described below are
fulfilled (the occurrence of all such conditions being referred to herein as a
"Substitution Event"), a New Japan Index (as defined below) will be substituted
for the Japan Index. From and after such time, the Index used to determine the
Supplemental Redemption Amount with respect to the Notes will be such New Japan
Index. Upon the substitution of the New Japan Index for the Japan Index, the
Company will cause notice thereof to be given to Holders of the Securities. Such
notice will also state that, for purposes of calculating the Supplemental
Redemption Amount, an adjusted Initial Value will be substituted for the
original Initial Value. Such adjusted Initial Value will be calculated as
follows:
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Initial Value of Japan Index x current value of New Japan Index
----------------------------
current value of Japan Index
where the current values of the Japan Index and of the New Japan Index will
equal their respective levels reported by the relevant exchange at the close of
business on the day that the Calculation Agent substitutes the New Japan Index
for the Japan Index. If the Substitution Event occurs after the determination of
a Yearly Value, any such Yearly Value will be restated in terms of the New Japan
Index pursuant to the following formula:
Yearly Value prior to restatement x adjusted Initial Value
---------------------------------
original Initial Value
The Supplemental Redemption Amount will then be calculated using such restated
Yearly Value.
A "Substitution Event" will have occurred if, as determined by the
Calculation Agent (whose opinion shall be conclusive and binding on the Company
and on the holders of the Notes), the following conditions are fulfilled:
(a) Nikkei 300 Futures Contracts shall be introduced and publicly traded
on an exchange in Japan; and
(b) The American Stock Exchange or another United States securities
exchange publishes (on a basis not less regularly than each day on which
such exchange and the TSE are open for trading) an index (the "New Japan
Index") which:
(i) for a period of 90 days immediately preceding the date of the
Substitution Event has a correlation based on daily, closing value to
closing value, percentage changes of not less than 90% with the Nikkei
300 Index; and
(ii) an option, warrant or other security which has payments
determined by reference to the New Japan Index has been approved to be
listed on a national securities exchange by the Securities and Exchange
Commission; and
(c) Either of the following has occurred:
(i) the Nikkei 225 Index is no longer published and/or the Nikkei
225 Futures have been delisted from trading on the OSE; or
(ii) the Nikkei 300 Futures Contracts publicly traded on exchanges
in Japan have (A) greater average daily volume and (B) greater average
daily open interest than the Nikkei 225 Futures Contracts which trade on
the OSE, each for any three-month period prior to the date of the
Substitution Event, commencing on a futures expiration date on the OSE
and ending on the following futures expiration date; and
(d) To the extent required, the Company shall have obtained any license
necessary to use the New Japan Index as described herein. The Company has
agreed in the Securities to use its reasonable efforts to obtain any such
license.
Notwithstanding the above, unless the Nikkei 225 Index is no longer published
and/or the Nikkei 225 Futures Contracts shall have been delisted from trading on
the OSE, a Substitution Event will not be deemed to have occurred on any of the
180 days next preceding the maturity date of the Notes.
All disclosure contained in this Prospectus regarding the Nikkei 225 Index,
Nikkei 225 Futures Contract, Nikkei 300 Index, Nikkei 300 Futures Contract, or
their publisher, Nihon Keizai Shimbun, Inc., is derived from publicly available
information as of January 20, 1994. Nihon Keizai Shimbun, Inc. has no
relationship with the Company
10
<PAGE>
or the Securities; it does not sponsor, endorse, authorize, sell or promote the
Securities, and has no obligation or liability in connection with the
administration, marketing or trading of the Securities.
Discontinuance of the Index
If the American Stock Exchange discontinues publication of the Japan Index
(or, if a New Japan Index has been substituted for the Japan Index, publication
of the New Japan Index has been discontinued) and the American Stock Exchange or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to such Index (any
such index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by the American Stock Exchange or such other entity for the Japan Index or the
New Japan Index, as the case may be, and calculate the Final Average Value as
described above under "Payment at Maturity". Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice thereof
to be given to Holders of the Securities.
If the American Stock Exchange discontinues publication of the Japan Index
(or, if a New Japan Index has been substituted for the Japan Index, publication
of the New Japan Index has been discontinued) and a Successor Index is not
selected by the Calculation Agent or is no longer published on any of the
Calculation Dates, the value to be substituted for the Index for any such
Calculation Date used to calculate the Supplemental Redemption Amount at
maturity will be a value computed by the Calculation Agent for each Calculation
Date in accordance with the procedures last used to calculate the Index prior to
any such discontinuance. If a Successor Index is selected or the Calculation
Agent calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If the American Stock Exchange discontinues publication of the Japan Index
(or, if a New Japan Index has been substituted for the Japan Index, publication
of the New Japan Index has been discontinued) prior to the period during which
the Supplemental Redemption Amount is to be determined and the Calculation Agent
determines that no Successor Index is available at such time, then on each
Business Day until the earlier to occur of (i) the determination of the Final
Average Value and (ii) a determination by the Calculation Agent that a Successor
Index is available, the Calculation Agent shall determine the value that would
be used in computing the Supplemental Redemption Amount as described in the
preceding paragraph as if such day were a Calculation Date. The Calculation
Agent will cause notice of each such value to be published not less often than
once each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Index may adversely affect trading in
the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities will be equal to: (i)
the principal amount thereof, plus (ii) an additional amount of contingent
interest calculated as though the date of early repayment were the maturity date
of the Securities. The Calculation Period used to calculate the final Yearly
Value of the Securities so accelerated will begin on the eighth scheduled
Business Day next preceding the scheduled date for such early redemption. If
such final Yearly Value is the only Yearly Value which shall have been
calculated with respect to the Securities, such final Yearly Value will be the
Final Average Value. If one or two other Yearly Values shall have been
calculated with respect to the Securities for prior years when the Securities
shall have been outstanding, the average (mean) of the final Yearly Value and
such one other Yearly Value or such two other Yearly Values, as the case may be,
will be the Final Average Value. The Minimum Supplemental Redemption Amount with
respect to any such early redemption date will be an amount equal to the
interest which would have accrued on the Securities from and including the date
of original issuance to but excluding the date of early redemption at an
annualized rate of 2.33%, calculated on a semiannual bond equivalent basis. See
"Description of
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Securities--Payment at Maturity" in this Prospectus. If a bankruptcy proceeding
is commenced in respect of the Company, the claim of the beneficial owner of a
Security may be limited, under Section 502(b)(2) of Title 11 of the United
States Code, to the principal amount of the Security plus an additional amount
of contingent interest calculated as though the date of the commencement of the
proceeding were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 5.5% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Securities Depository
All Securities are represented by one fully registered global security (the
"Global Security"). The Global Security is deposited with, or on behalf of, The
Depository Trust Company ("DTC"), as Depository (the "Depository"), registered
in the name of DTC or a nominee thereof. Unless and until it is exchanged in
whole or in part for Securities in definitive form, the Global Security may not
be transferred except as a whole by the Depository to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor of such Depository or a nominee of such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in the Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in the Global Security.
So long as DTC, or its nominee, is the registered owner of the Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the Senior Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or
12
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Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of DTC and,
if such Person is not a Participant, on the procedures of the Participant
through which such Person owns its interest, to exercise any rights of a Holder
under the Senior Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of Holders or that
an owner of a beneficial interest in the Global Security desires to give or take
any action which a Holder is entitled to give or take under the Senior
Indenture, DTC would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by DTC to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global Security
representing such Securities. None of the Company, the Trustee or any other
agent of the Company or agent of the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that DTC,
upon receipt of any payment of principal or any Supplemental Redemption Amount
in respect of the Global Security, will credit the accounts of the Participants
with payment in amounts proportionate to their respective holdings in principal
amount of beneficial interest in the Global Security as shown on the records of
DTC. The Company also expects that payments by Participants to Beneficial Owners
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Security shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Security will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Depository
from Participants with respect to ownership of beneficial interests in such
Global Security.
THE INDEX
The Japan Index
The Index for purposes of calculating the Supplemental Redemption Amount
will initially be the Japan Index. Unless otherwise stated, all information
herein relating to the Japan Index has been provided by the American Stock
Exchange as of January 20, 1994. Such information reflects the policies of the
American Stock Exchange; such policies are subject to change in the discretion
of the American Stock Exchange.
The Japan Index is a stock index calculated, published and disseminated by
the American Stock Exchange that measures the composite price performance of
selected Japanese stocks. The Japan Index as of January 20, 1994 was based on
210 highly capitalized Underlying Stocks trading on the TSE representing a broad
cross-section of Japanese industries. All 210 Underlying Stocks are stocks
listed in the First Section of the TSE. Stocks listed in the First Section are
among the most actively traded stocks on the Tokyo Stock Exchange. Options
contracts on the Japan Index are traded on the American Stock Exchange.
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The Japan Index is a modified, price-weighted index (i.e., an Underlying
Stock's weight in the index is based on its price per share rather than the
total market capitalization of the issuer) which is calculated by (i)
multiplying the per share price of each Underlying Stock by the corresponding
weighing factor for such Underlying Stock (a "Weight Factor"), (ii) calculating
the sum of all these products and (iii) dividing such sums by a divisor (the
"Divisor"). The Divisor, initially set in September 1990 at 9,799,460, was
9,608,946 as of January 20, 1994, and is subject to periodic adjustments as set
forth below. Each Weight Factor is computed by dividing (Y)50 by the par value
of the relevant Underlying Stock and multiplying the result by 100, so that the
share price of each Underlying Stock when multiplied by its Weight Factor
corresponds to a share price based on a uniform par value of (Y)50. Each Weight
Factor represents the number of shares of the related Underlying Stock which are
included in one trading unit of the Japan Index. The stock prices used in the
calculation of the Japan Index are those reported by a primary market for the
Underlying Stock (as of January 20, 1994, the TSE). The level of the Japan Index
is calculated once per day using last sale prices only (i.e., not "special bid
quotes" or "special ask quotes" which are used in connection with other stock
indices) for transactions in Underlying Stock on the TSE. The level of the Japan
Index is disseminated via the Consolidated Tape Authority Network-B (commonly
referred to as the "American Stock Exchange Tape"). The American Stock Exchange
Tape symbol for the Japan Index is "JPN".
In order to maintain continuity in the level of the Japan Index in the event
of certain changes due to non-market factors affecting the Underlying Stocks,
such as the addition or deletion of stocks, substitution of stocks, stock
dividends, stock splits or distributions of assets to stockholders, the Divisor
used in calculating the Japan Index is adjusted in a manner designed to prevent
any instantaneous change or discontinuity in the level of the Japan Index.
Thereafter, the Divisor remains at the new value until a further adjustment is
necessary as the result of another change. As a result of each such change
affecting any Underlying Stock, the Divisor is adjusted in such a way that the
sum of all share prices immediately after such change multiplied by the
applicable Weight Factor and divided by the new Divisor (i.e., the level of the
Japan Index immediately after such change) will equal the level of the Japan
Index immediately prior to the change.
Underlying Stocks may be deleted or added by the American Stock Exchange.
However, to maintain continuity in the Japan Index, the policy of the American
Stock Exchange is generally not to alter the composition of the Underlying
Stocks except when an Underlying Stock is deleted due to (i) bankruptcy of the
issuer, (ii) merger of the issuer with, or acquisition of the issuer by, another
company, (ii) delisting of such stock, or (iv) failure of such stock to meet,
upon periodic review by the American Stock Exchange, market value and trading
volume criteria established by the American Stock Exchange (as such may change
from time to time). Upon deletion of a stock from the Underlying Stocks, the
American Stock Exchange may select a suitable replacement for such deleted
Underlying Stock. The policy of the American Stock Exchange is to announce any
such change in advance via distribution of an information circular.
The American Stock Exchange is under no obligation to continue the
calculation and dissemination of the Japan Index. The Securities are not
sponsored, endorsed, sold or promoted by the American Stock Exchange. No
inference should be drawn from the information contained in this Prospectus that
the American Stock Exchange makes any representation or warranty, implied or
express, to the Company, beneficial owners of the Securities or any member of
the public regarding the advisability of investing in securities generally or in
the Securities in particular or the ability of the Japan Index to track general
stock market performance. The American Stock Exchange has no obligation to take
the needs of the Company or beneficial owners of the Securities into
consideration in determining, composing or calculating the Japan Index. The
American Stock Exchange is not responsible for, and has not participated in the
determination or calculation of the equation by which the Supplemental
Redemption Amount with respect to the Securities will be determined. The
American Stock Exchange has no obligation or liability in connection with the
administration, marketing or trading of the Securities.
The use of and reference to the Japan Index in connection with the
Securities has been consented to by the American Stock Exchange, the publisher
of the Japan Index. "Japan Index" is a service mark of the American Stock
Exchange.
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None of the Company, the Calculation Agent and MLPF&S accepts any
responsibility for the calculation, maintenance or publication of the Japan
Index or any Successor Index. The American Stock Exchange disclaims all
responsibility for any errors or omissions in the calculation and dissemination
of the Japan Index or the manner in which such index is applied in determining
the Supplemental Redemption Amount with respect to the Securities.
A potential investor should review the historical performance of the Index.
The historical performance of the Index should not be taken as an indication of
future performance, and no assurance can be given that the Index will increase
sufficiently to cause the beneficial owners of the Securities to receive an
amount in excess of the principal amount and the Minimum Supplemental Redemption
Amount at the maturity of the Securities.
The Tokyo Stock Exchange
The following information relating to the Tokyo Stock Exchange was derived
from information publicly available as of January 20, 1994. The TSE is one of
the world's largest securities exchanges in terms of market capitalization. The
TSE is a two-way, continuous pure auction market. Trading hours are from 9:00
A.M. to 11:00 A.M. and from 1:00 P.M. to 3:00 P.M., Tokyo time, Monday through
Friday.
Due to the time zone difference, on any normal trading day the TSE will
close prior to the opening of business in New York City on the same calendar
day. Therefore, the closing level of the Japan Index on such trading day will
generally be available in the United States by the opening of business on the
same calendar day.
The TSE has adopted certain measures intended to prevent any extreme
short-term price fluctuation resulting from order imbalances. These include
daily price floors and ceilings intended to prevent extreme fluctuations in
individual stock prices. Any stock listed on the Tokyo Stock Exchange cannot be
traded at a price outside of these limits which are stated in absolute Japanese
yen, and not percentage, limits from the closing price of the stock on the
previous day. In addition, when there is a major order imbalance in a listed
stock, the TSE posts a "special bid quote" or a "special asked quote" for that
stock at a specified higher or lower price level than the stock's last sale
price in order to solicit counter orders and balance supply and demand for the
stock. Investors should also be aware that the TSE may suspend the trading of
individual stocks in certain limited and extraordinary circumstances including,
for example, unusual trading activity in that stock. As a result, variations in
the Japan Index may be limited by price limitations on, or by suspension of
trading in, individual stocks which comprise the Japan Index which may, in turn,
adversely affect the value of the Securities or result in a Market Disruption
Event. See "Description of Securities--Adjustments to the Index; Market
Disruption Event".
The New Japan Index
Under certain circumstances, a New Japan Index may be substituted for the
Japan Index for purposes of calculating the Supplemental Redemption Amount. The
New Japan Index would be an index published by the American Stock Exchange or
another United States securities exchange with a high correlation to the Nikkei
Stock Index 300. See "Substitution of the Index".
The Nikkei Stock Index 300 is an index calculated, published and
disseminated by Nihon Keizai Shimbun, Inc., that measures the composite price
performance of stocks of 300 Japanese companies. All 300 stocks are listed in
the First Section of the TSE. Stocks listed in the First Section are among the
most actively traded stocks on the TSE. Publication of the Nikkei Stock Index
300 began on October 8, 1993.
The Nikkei Stock Index 300 is a market capitalization-weighted index which
is calculated by (i) multiplying the per share price of each stock included in
the Nikkei Stock Index 300 by the number of outstanding shares (excluding shares
held by the Japanese Government), (ii) calculating the sum of all these products
(such sum being hereinafter referred to as the "Aggregate Market Price"), (iii)
dividing the Aggregate Market Price by the Base Aggregate Market Price (i.e. the
Aggregate Market Price as of October 1, 1982) and (iv) multiplying the result by
100. Larger companies' shares have a larger effect on moving the entire index
than smaller companies' shares.
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Although the Nikkei Stock Index 300 was first published in October 1993,
Nihon Keizai Shimbun, Inc. has calculated values for the Nikkei Stock Index 300
for the period from October 1, 1982 through October 8, 1993. The stocks included
in the Nikkei Stock Index 300 (such stocks being hereinafter referred to as the
"Underlying Stocks") were selected from a reference group of stocks which were
selected by excluding stocks listed in the First Section of the TSE that have
relatively low market liquidity or extremely poor financial results. The
Underlying Stocks were selected from this reference group by (i) selecting from
the remaining stocks in this reference group the stocks with the largest
aggregate market value in each of 36 industrial sectors and (ii) selecting
additional stocks (with priority within each industrial sector given to the
stock with the largest aggregate market value) so that the selection ratios
(i.e. the ratio of the aggregate market value of the included stocks to that of
the stocks in the reference group) with respect to all 36 industry sectors will
be as nearly equal as possible and the total number of companies with stocks
included in the Nikkei Stock Index 300 will be 300.
In order to maintain continuity in the level of the Nikkei Stock Index 300,
the Nikkei Stock Index 300 will be reviewed annually by Nihon Keizai Shimbun,
Inc. and the Underlying Stocks may be replaced, if necessary, in accordance with
the "deletion/addition rule". The "deletion/addition" rule provides generally
for the deletion of a stock from the Nikkei Stock Index 300 if such stock is no
longer included in the reference group or if the aggregate market value of such
stock is low relative to other stocks in the relevant industry sector. Stocks
deleted pursuant to the "deletion/addition" rule will be replaced by stocks
included in the reference group which have relatively high aggregate market
values. In addition, stocks may be added or deleted from time to time for
extraordinary reasons.
All disclosure contained in this Prospectus regarding the Nikkei 225 Index,
Nikkei 225 Futures Contract, Nikkei Stock Index 300, Nikkei 300 Futures
Contract, or their publisher, Nihon Keizai Shimbun, Inc., is derived from
information publicly available as of January 20, 1994. Nihon Keizai Shimbun,
Inc. has no relationship with the Company or the Securities; it does not
sponsor, endorse, authorize, sell or promote the Securities, and has no
obligation or liability in connection with the administration, marketing or
trading of the Securities.
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and
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hence the right of creditors of the Company (including the Holders of Senior
Debt Securities), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is necessarily
subject to the prior claims of creditors of the subsidiary, except to the extent
that claims of the Company itself as a creditor of the subsidiary may be
recognized. In addition, dividends, loans and advances from certain
subsidiaries, including MLPF&S, to the Company are restricted by net capital
requirements under the Exchange Act and under rules of certain exchanges and
other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
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modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by
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<PAGE>
reference herein, has been derived from consolidated financial statements
audited by Deloitte & Touche LLP, as set forth in their reports included as an
exhibit to the Registration Statement or incorporated by reference herein. Such
consolidated financial statements and related financial statement schedules, and
such Selected Financial Data appearing or incorporated by reference in this
Prospectus and the Registration Statement of which this Prospectus is a part,
have been included or incorporated herein by reference in reliance upon such
reports of Deloitte & Touche LLP given upon their authority as experts in
accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
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<PAGE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
AMEX Oil Index(sm)
Stock Market Annual Reset Term(sm) Notes
due December 29, 2000 "SMART Notes(sm)"
On March 31, 1994, Merrill Lynch & Co., Inc. (the "Company") issued
$25,000,000 aggregate principal amount of AMEX Oil Index Stock Market Annual
Reset Term Notes due December 29, 2000 (the "Notes" or "SMART Notes"). The Notes
were issued in denominations of $1,000 and integral multiples thereof and will
mature and be repayable at 100% of the principal amount thereof on December 29,
2000. The Notes are not subject to redemption prior to maturity.
The Company will make interest payments on the Notes for each calendar year
at a rate per annum equal to 85% (the "Participation Rate") of the average
percentage increase, if any, in the AMEX Oil Index (as defined herein) as
determined in each calendar year from the Starting Annual Value to the Ending
Average Value as further described herein (the "Average Percent Change"). Annual
payments will in no event be less than the Minimum Annual Payment of $20 per
$1,000 principal amount of Notes on a per annum basis (2% per annum).
The "Starting Annual Value" applicable to the determination of the amount
payable in a calendar year will equal the closing value of the AMEX Oil Index on
the last AMEX Business Day (as defined below) in the immediately preceding
calendar year. The "Ending Average Value" applicable to the determination of the
amount payable in a calendar year will equal the arithmetic average (mean) of
the Quarterly Values of the AMEX Oil Index for each calendar quarter during such
year. Interest payments will be payable on June 30 and December 31 of each year
and at maturity as described below.
For information as to the calculation of the amount payable in any calendar
year and the calculation of the AMEX Oil Index, see "Description of Notes" and
"The AMEX Oil Index" in this Prospectus. For other information that should be
considered by prospective investors, see "Risk Factors" beginning on page 3 of
in this Prospectus.
Ownership of the Notes will be maintained only in book-entry form by or
through the Securities Depository. Beneficial owners of the Notes will not have
the right to receive physical certificates evidencing their ownership except
under the limited circumstances described herein.
The Notes have been listed on the American Stock Exchange under the symbol
"MOI.F".
----------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus has been prepared in connection with the Notes and is to be
used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a wholly owned subsidiary of the Company, in connection with offers
and sales related to market-making transactions in the Notes. MLPF&S may act as
principal or agent in such transactions. The Notes may be offered on the
American Stock Exchange, or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the Notes will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
Merrill Lynch & Co.
----------
The date of this Prospectus is ________, 1997.
(sm)"SMART Notes" and "Stock Market Annual Reset Term" are service marks of
Merrill Lynch & Co., Inc.
(sm)"Oil Index" is a registered service mark of the
American Stock Exchange, Inc.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information statements
and other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Notes shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Notes to which it relates
or an offer to, or a solicitation of an offer to buy from, any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
at any time does not imply that information herein is correct as of any time
subsequent to its date.
2
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MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ........ 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Interest Payments
If the Ending Average Value applicable to a December Payment Date does not
exceed the Starting Annual Value applicable to such December Payment Date by
more than approximately 2.35%, beneficial owners of the Notes will receive only
the Minimum Annual Payment on such December Payment Date, even if the value of
the AMEX Oil Index at some point between the determination of the applicable
Starting Annual Value and the determination of the applicable Ending Average
Value exceeded such Starting Annual Value by more than approximately 2.35%. The
annual amount payable on the Notes based on the AMEX Oil Index is limited to the
Participation Rate multiplied by the percentage increase, if any, between the
Starting Annual Value and the Ending Average Value for such year.
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Beneficial owners of the Notes will receive total annual payments equal to
not less than the Minimum Annual Payment, and will be repaid 100% of the
principal amount of the Notes at maturity. Beneficial owners of Notes may
receive interest payments with respect to the Notes equal to only the Minimum
Annual Payment for each year, and such interest payments are below what the
Company would pay as interest as of the date hereof if the Company issued
non-callable senior debt securities with a similar maturity as that of the
Notes. The payment of additional amounts on the Notes is subject to the
conditions described under "Description of Notes--Interest Payments". The return
of principal of the Notes at maturity and the payment of the Minimum Annual
Payment are not expected to reflect the full opportunity costs implied by
inflation or other factors relating to the time value of money.
The amount payable on the Notes based on the AMEX Oil Index will not produce
the same return as if the stocks underlying the AMEX Oil Index were purchased
and held for a similar period because of the following: (i) the AMEX Oil Index
does not reflect the payment of dividends on the stocks underlying it, (ii) the
annual amount payable is limited to the Participation Rate multiplied by the
percentage increase in the AMEX Oil Index during any relevant period, subject to
the Minimum Annual Payment, (iii) the Ending Average Value may not reflect the
full percentage increase in the AMEX Oil Index during any relevant period
because it is an average of the AMEX Oil Index at various points in time and
(iv) the amounts payable on the Notes do not reflect changes in the AMEX Oil
Index for the period between the determination of an Ending Average Value and
the determination of the next succeeding Starting Annual Value.
The Indenture provides that the Indenture and the Notes are governed by and
construed in accordance with the laws of the state of New York. Under present
New York law, the maximum rate of interest is 25% per annum on a simple interest
basis. This limit may not apply to Notes in which $2,500,000 or more has been
invested. While the company believes that New York law would be given effect by
a state or federal court sitting outside of New York, state laws frequently
regulate the amount of interest that may be charged to and paid by a borrower
(including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company has covenanted for the benefit of the
beneficial owners of the Notes, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a beneficial owner of the Notes.
Trading
The Notes have been listed on the American Stock Exchange under the symbol
"MOI.F". It is expected that the secondary market for the Notes (including
prices in such market) will likely be affected by the creditworthiness of the
Company and by a number of other factors. It is possible to view the Notes as
the economic equivalent of a debt obligation plus a series of cash settlement
options; however, the Notes may trade in the secondary market at a discount from
the aggregate value of such economic components, if such economic components
were valued and capable of being traded separately.
The trading values of the Notes may be affected by a number of interrelated
factors, including those listed below. The following is the expected theoretical
effect on the trading value of the Notes of each of the factors listed below.
The following discussion of each separate factor generally assumes that all
other factors are held constant, although the actual interrelationship between
certain of such factors is complex.
Relative Level of the AMEX Oil Index. The trading value of the Notes is
expected to depend significantly on the extent of the excess of the expected
Ending Average Value for a calendar year over the Starting Annual Value
applicable to such calendar year. If, however, Notes are sold at a time when the
AMEX Oil Index (or the estimated Ending Average Value if such value were
calculated at such time) exceeds the Starting Annual Value, the sale price may
nevertheless be at a discount from the amount expected to be payable to the
beneficial owner if such excess were to prevail until the next December Payment
Date. Furthermore, the price at which a beneficial owner will be able to sell
Notes prior to a December Payment Date may be at a discount, which could be
substantial, from the principal amount thereof, if, at such time, the AMEX Oil
Index is below, equal to or not sufficiently above the Annual Starting Value
applicable to such December Payment Date. The level of the AMEX Oil Index will
depend
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on the prices of the stocks underlying such Index which, in turn, will be
affected by factors affecting the oil industry, see "The AMEX Oil Index--Oil
Industry Sector".
Volatility of the AMEX Oil Index. If the volatility of the AMEX Oil Index
increases, the trading value of the Notes is expected to increase. If the
volatility of the AMEX Oil Index decreases, the trading value of the Notes is
expected to decrease.
U.S. Interest Rates. In general, if U.S. interest rates increase, the value
of the Notes is expected to decrease. If U.S. interest rates decrease, the value
of the Notes is generally expected to increase. Interest rates may also affect
the U.S. economy, and, in turn, the level of the AMEX Oil Index. Rising interest
rates may lower the level of the AMEX Oil Index and, thus, the value of the
Notes. Falling interest rates may increase the level of the AMEX Oil Index and,
thus, may increase the value of the Notes.
Time Remaining to December Payment Dates. The Notes may trade at a value
above that which may be inferred from the level of U.S. interest rates and the
AMEX Oil Index. This difference will reflect a "time premium" due to
expectations concerning the level of the AMEX Oil Index during the period prior
to each December Payment Date. As the time remaining to each December Payment
Date decreases, however, this time premium may decrease, thus decreasing the
trading value of the Notes.
Time Remaining to Maturity. As the number of remaining December Payment
Dates decreases, the cumulative value of all the annual rights to receive an
amount that reflects participation in the payments in excess of the Minimum
Annual Payment will decrease, thus decreasing the value of the Notes.
Dividend Rates. A number of complex relationships between the relative
values of the Notes and dividend rates are likely to exist. If dividend rates on
the stocks comprising the AMEX Oil Index increase, the value of the annual right
to receive an amount that reflects participation in the average appreciation of
the AMEX Oil Index above the Starting Annual Value is expected to decrease.
Consequently the value of the Notes is expected to decrease. Conversely, if
dividend rates on the stocks comprising the AMEX Oil Index decrease, the value
of the annual right to receive such an amount is expected to increase and,
therefore, the value of the Notes is expected to increase. In general, however,
because the majority of issuers of stocks underlying the AMEX Oil Index are
organized in the United States, rising U.S. corporate dividend rates may
increase the AMEX Oil Index and, in turn, increase the value of the Notes.
Conversely, falling U.S. dividend rates may decrease the AMEX Oil Index and, in
turn, decrease the value of the Notes.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Notes should reach an investment decision only after carefully considering the
suitability of the Notes in light of their particular circumstances. Investors
should also consider the tax consequences of investing in the Notes and should
consult their tax advisors.
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DESCRIPTION OF NOTES
General
The Notes were issued as a series of Senior Debt Securities under the Senior
Indenture, dated as of April 1, 1983, as amended and restated, as described
below. The Notes will mature, and the principal of the Notes will be repayable
at par, on December 29, 2000.
The Notes are not subject to redemption prior to maturity by the Company or
at the option of any beneficial owner. Upon the occurrence of an Event of
Default with respect to the Notes, however, beneficial owners of the Notes or
the Senior Debt Trustee may accelerate the maturity of the Notes, as described
under "Description of Notes--Events of Default and Acceleration" and "Other
Terms--Events of Default" in this Prospectus.
The Notes are transferable in denominations of $1,000 and integral multiples
thereof.
Interest Payments
For each full calendar year, the Company will pay interest in an amount
equal to the following for each $1,000 principal amount of Notes:
$1,000 x Average Percent Change x Participation Rate
provided, however, that the per annum amount payable as a result of the
foregoing on the Notes will not be less than the Minimum Annual Payment of $20
per $1,000 principal amount of Notes on a per annum basis (2% per annum). The
Participation Rate equals 85%.
The "Average Percent Change" applicable to the determination of the amount
payable in any calendar year will equal:
Ending Average Value -- Starting Annual Value
---------------------------------------------
Starting Annual Value
The "Starting Annual Value" applicable to the determination of the amount
payable in a calendar year will equal the closing value of the AMEX Oil Index on
the last AMEX Business Day in the immediately preceding calendar year as
determined by State Street Bank and Trust Company (the "Calculation Agent"). The
"Ending Average Value" applicable to the determination of the amount payable in
a calendar year will equal the arithmetic average (mean) of the Quarterly Values
of the AMEX Oil Index for each calendar quarter during such year as determined
by the Calculation Agent. The "Quarterly Value" for any of the first three
calendar quarters in a calendar year will be the closing value of the AMEX Oil
Index on the last scheduled AMEX Business Day in any such calendar quarter;
provided, however, that if a Market Disruption Event has occurred on such last
scheduled AMEX Business Day in such calendar quarter, the Quarterly Value for
such calendar quarter will be the closing value of the AMEX Oil Index on the
next succeeding scheduled AMEX Business Day regardless of whether a Market
Disruption Event occurs on such day. The "Quarterly Value" for the fourth
calendar quarter in a calendar year will be the closing value of the AMEX Oil
Index on the seventh scheduled AMEX Business Day preceding the end of such
calendar quarter; provided, however, that if a Market Disruption Event has
occurred on such seventh scheduled AMEX Business Day, the Quarterly Value for
such calendar quarter will be the closing value of the AMEX Oil Index on the
sixth scheduled AMEX Business Day preceding the end of such calendar quarter
regardless of whether a Market Disruption Event occurs on such day. The
Calculation Agent will determine scheduled AMEX Business Days.
If the Ending Average Value applicable to such December Payment Date does
not exceed the Annual Starting Value by more than approximately 2.35%,
beneficial owners of the Notes will receive only the Minimum Annual Payment on
such December Payment Date, even if the value of the AMEX Oil Index at some
point between
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the determination of the applicable Starting Annual Value and the determination
of the applicable Ending Average Value exceeded such Starting Annual Value by
more than approximately 2.35%.
Any day on which a Starting Annual Value or a closing value of the AMEX Oil
Index for a calendar quarter is required to be calculated is referred to herein
as a "Calculation Day". An "AMEX Business Day" is a day on which the American
Stock Exchange is open for trading. All determinations made by the Calculation
Agent shall be at the sole discretion of the Calculation Agent and, in the
absence of manifest error, shall be conclusive for all purposes and binding on
the Company and beneficial owners of the Notes. All percentages resulting from
any calculation on the Notes will be rounded to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upwards).
Adjustments to the Index; Market Disruption Event
If at any time the method of calculating the AMEX Oil Index, or the value
thereof, is changed in a material respect, or if the AMEX Oil Index is in any
other way modified so that such index does not, in the opinion of the
Calculation Agent, fairly represent the value of the AMEX Oil Index had such
changes or modifications not been made, then, from and after such time, the
Calculation Agent shall, at the close of business in New York, New York, on each
Calculation Day, make such adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a calculation of a
value of a stock index comparable to the AMEX Oil Index as if such changes or
modifications had not been made, and calculate such closing value with reference
to the AMEX Oil Index, as adjusted. Accordingly, if the method of calculating
the AMEX Oil Index is modified so that the value of such index is a fraction or
a multiple of what it would have been if it had not been modified (e.g., due to
a split in the Index), then the Calculation Agent shall adjust such index in
order to arrive at a value of the AMEX Oil Index as if it had not been modified
(e.g., as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New
York Stock Exchange Rule 80A (or any applicable rule or regulation enacted
or promulgated by the New York Stock Exchange, the American Stock Exchange,
or the Commission of similar scope as determined by the Calculation Agent)
on trading during significant market fluctuations shall be considered
"material" for purposes of this definition), in each case, during the last
half hour of trading in any of the component stocks, or depository receipts
representing such stocks, included in the AMEX Oil Index on any national
securities exchange in the United States, or
(ii) the suspension or material limitation, in each case during the last
half hour of trading (whether by reason of movements in price exceeding
levels permitted by the relevant exchange or otherwise), in (A) futures
contracts related to the AMEX Oil Index which are traded on any exchange or
board of trade in the United States or (B) option contracts related to the
AMEX Oil Index which are traded on the American Stock Exchange.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
Interest Payment Dates
The Company will make semiannual interest payments on the Notes on June 30
of each year ("June Payment Dates") and December 31 of each year and at maturity
("December Payment Dates"), except as provided below, to the persons in whose
names the Notes are registered on the immediately preceding June 29 or December
30, and, at maturity, to the person to whom the principal is payable. For each
Note, the Company will pay half of the Minimum Annual Payment for each calendar
year on the June Payment Date, and will pay the balance of the annual
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amount payable on such Note for such year on the December Payment Date.
Notwithstanding the foregoing, if it is known at least three Business Days
prior to December 31 that December 31 will not be a Business Day, the amount
payable by the Company with respect to a December Payment Date for the Notes
will be made on the Business Day immediately preceding such December 31 to the
persons in whose names the Notes are registered on the second Business Day
immediately preceding such December 31.
Unavailability of the AMEX Oil Index
If the AMEX discontinues publication of the AMEX Oil Index and the AMEX or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to the AMEX Oil Index
(any such index being referred to hereinafter as a "Successor Index"), then,
upon the Calculation Agent's notification of such determination to the Trustee
and the Company, the Calculation Agent will substitute the Successor Index as
calculated by the AMEX or such other entity for the AMEX Oil Index and calculate
the annual amount payable as described above under "Interest Payments". Upon any
selection by the Calculation Agent of a Successor Index, the Company shall cause
notice thereof to be given to Holders of the Notes.
If the AMEX discontinues publication of the AMEX Oil Index and a Successor
Index is not selected by the Calculation Agent or is no longer published on any
of the Calculation Days, the value to be substituted for the AMEX Oil Index for
any such Calculation Day used to calculate the annual amount payable will be a
value computed by the Calculation Agent for each Calculation Day in accordance
with the procedures last used to calculate the AMEX Oil Index prior to any such
discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the AMEX Oil Index such Successor Index
or value shall be substituted for the AMEX Oil Index for all purposes, including
for purposes of determining whether a Market Disruption Event exists.
If the AMEX discontinues publication of the AMEX Oil Index prior to the
period during which the amount payable with respect to any year is to be
determined and the Calculation Agent determines that no Successor Index is
available at such time, then on each AMEX Business Day until the earlier to
occur of (i) the determination of the amount payable with respect to such year
or (ii) a determination by the Calculation Agent that a Successor Index is
available, the Calculation Agent shall determine the value that would be used in
computing the amount payable with respect to such year as described in the
preceding paragraph as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in the Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the AMEX Oil Index may adversely affect
trading in the Notes.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes shall have occurred
and be continuing, the amount payable to a beneficial owner of a Note upon any
acceleration permitted by the Notes, will equal: (i) the principal amount
thereof, plus (ii) an additional amount, if any, of interest calculated as
though the date of early repayment were a December Payment Date and prorated
through such date of early repayment on the basis of a year consisting of 360
days of twelve 30-day months. If Quarterly Values have been calculated prior to
the early redemption date for the calendar year in which such early redemption
date occurs, such Quarterly Values shall be averaged with the value of the AMEX
Oil Index determined with respect to such date of early redemption. If no
Quarterly Values have been calculated prior to the early redemption date for the
calendar year in which the early redemption date occurs, the Ending Average
Value for such calendar year will be the value of the AMEX Oil Index determined
with respect to such date of early redemption. The Minimum Supplemental
Redemption Amount with respect to any such early redemption date will be an
amount equal to the interest which would have accrued on the Notes from and
including January 1 in the calendar year in which such early redemption date
occurs, to but excluding the date of early redemption at an annualized rate of
2%, calculated on a semiannual bond equivalent basis. If a bankruptcy proceeding
is commenced in respect of the Company, the claim of the beneficial owner of a
Note may be limited,
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under Section 502(b)(2) of Title 11 of the United States Code, to the principal
amount of the Note plus an additional amount, if any, of contingent interest
calculated as though the date of the commencement of the proceeding were the
maturity date of the Notes.
In case of default in payment at the maturity date of the Notes (whether at
their stated maturity or upon acceleration), from and after the maturity date
the Notes shall bear interest, payable upon demand of the Holders thereof, at
the rate of 7% per annum (to the extent that payment of such interest shall be
legally enforceable) on the unpaid amount due and payable on such date in
accordance with the terms of the Notes to the date payment of such amount has
been made or duly provided for.
Securities Depository
The Notes are represented by one fully registered global security (the
"Global Security"). Such Global Security has been deposited with, or on behalf
of, The Depository Trust Company, as Securities Depository (the "Securities
Depository"), registered in the name of the Securities Depository or a nominee
thereof. Unless and until it is exchanged in whole or in part for Securities in
definitive form, the Global Security may not be transferred except as a whole by
the Securities Depository to a nominee of such Securities Depository or by a
nominee of such Securities Depository to such Securities Depository or another
nominee of such Securities Depository or by such Securities Depository or any
such nominee to a successor of such Securities Depository or a nominee of such
successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
The Securities Depository is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Securities Depository
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each Note ("Beneficial Owner") is in turn
to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Securities.
So long as the Securities Depository, or its nominee, is the registered
owner of the Global Security, the Securities Depository or its nominee, as the
case may be, will be considered the sole owner or Holder of the Notes
represented by such Global Security for all purposes under the Senior Indenture.
Except as provided below, Beneficial Owners in the Global Security will not be
entitled to have the Notes represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of the
Notes in definitive registered form and will not be considered the owners or
Holders thereof under the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of the
Securities Depository and, if such Person is not a Participant, on the
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procedures of the Participant through which such Person owns its interest, to
exercise any rights of a Holder under the Senior Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of Holders or that an owner of a beneficial interest
in the Global Security desires to give or take any action which a Holder is
entitled to give or take under the Senior Indenture, the Securities Depository
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize Beneficial
Owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of beneficial owners. Conveyance of notices
and other communications by the Securities Depository to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and amounts payable on any June Payment Date or
December Payment Date with respect to Notes registered in the name of the
Securities Depository or its nominee, will be made to the Securities Depository
or its nominee, as the case may be, as the Holder of the Global Security
representing such Notes. None of the Company, the Trustee or any other agent of
the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment of principal or amounts
payable on any June Payment Date or December Payment Date in respect of the
Global Security, will credit the accounts of the Participants with payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interest in such Global Security as shown on the records of the
Securities Depository. The Company also expects that payments by Participants to
Beneficial Owners will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such Participants.
If (x) the Securities Depository is at any time unwilling or unable to
continue as Securities Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that the Global Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the
Notes, the Global Security will be exchangeable for Notes in definitive form of
like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in such name or names as the Securities Depository shall instruct the Trustee.
It is expected that such instructions may be based upon directions received by
the Securities Depository from Participants with respect to ownership of
beneficial interests in such Global Security.
THE AMEX OIL INDEX
General
All information relating to the AMEX Oil Index was derived from information
publicly available as of March 24, 1994. The AMEX Oil Index is a price-weighted
stock index (i.e., an Underlying Stock's weight in the index is based on its
price per share rather than the total market capitalization of the issuer)
calculated, published and disseminated by the AMEX that measures the composite
price performance of selected common stocks of widely-held corporations involved
in various segments of the oil industry. The AMEX Oil Index was originally
published by the AMEX as the Oil and Gas Index. In September 1984, the AMEX
changed the Oil and Gas Index from a market-weighted index to a price-weighted
index and deleted all companies engaged exclusively in gas exploration and
production activities. The Oil and Gas Index was then renamed the Oil Index. At
March 24, 1994, the calculation of the value of the AMEX Oil Index was based on
the relative value of the aggregate market price of the common stocks of sixteen
companies engaged in various segments of the oil industry.
The AMEX may from time to time, with approval of the Commission, add
companies to, or delete companies from, the AMEX Oil Index to fulfill the
above-stated intention of providing an indication of price movements of common
stock of corporations engaged in various segments of the oil industry. The level
of the AMEX Oil Index is calculated once per day using last sale prices only
(i.e., not special "bid quotes" or special "ask quotes" which are used in
connection with
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other stock indices). The level of the AMEX Oil Index is disseminated via the
Consolidated Tape Authority Network-B (commonly referred to as the "AMEX Tape").
The AMEX Tape Symbol for the AMEX Oil Index is "XOI".
Computation of the AMEX Oil Index
At March 24, 1994, the AMEX computed the AMEX Oil Index as of a particular
time as follows:
(1) the market price of one share of each component stock is determined as
of such time;
(2) the market prices of all component stocks as of such time (as determined
under clause (1) above) are aggregated;
(3) the aggregate amount (as determined under clause (2) above) is divided
by 3.47874 (the "Divisor").
While the AMEX employed the above methodology to calculate the AMEX Oil
Index at March 24, 1994, no assurance can be given that the AMEX will not modify
or change such methodology in a manner that may affect the amounts payable on
any December Payment Date to beneficial owners of the Notes.
In order to maintain continuity in the level of the AMEX Oil Index in the
event of certain changes due to non-market factors affecting the Underlying
Stocks, such as the addition or deletion of stocks, substitution of stocks,
stock dividends, stock splits or distributions of assets to stockholders, the
Divisor used in calculating the AMEX Oil Index is adjusted in a manner designed
to prevent any instantaneous change or discontinuity in the level of the AMEX
Oil Index. Thereafter, the Divisor remains at the new value until a further
adjustment is necessary as the result of another change. As a result of each
such change affecting any component stock, the Divisor is adjusted in such a way
that the level of the AMEX Oil Index immediately after such change will equal
the level of the AMEX Oil Index immediately prior to the change.
Component stocks may be deleted or added by the AMEX with approval of the
Commission. However, to maintain continuity in the AMEX Oil Index, the policy of
the AMEX is generally not to alter the composition of the component stocks
except when a component Stock is deleted due to (i) bankruptcy of the issuer,
(ii) merger of the issuer with, or acquisition of the issuer by, another
company, (iii) delisting of such stock, or (iv) failure of such stock to meet,
upon periodic review by the AMEX, market value and trading volume criteria
established by the AMEX (as such may change from time to time). Upon deletion of
a stock from the component stocks, the AMEX may select a suitable replacement
for such deleted component stock. The policy of the AMEX is to announce any such
change in advance via distribution of an information circular.
The use of and reference to the AMEX Oil Index in connection with the Notes
has been consented to by the AMEX, the publisher of the AMEX Oil Index and, in
connection with such consent, the AMEX has requested that the following
information appear in this Prospectus. The AMEX is under no obligation to
continue the calculation and dissemination of the AMEX Oil Index. The Notes are
not sponsored, endorsed, sold or promoted by the AMEX. No inference should be
drawn from the information contained in this Prospectus that the AMEX makes any
representation or warranty, implied or express, to the Company, beneficial
owners of the Notes or any member of the public regarding the advisability of
investing in securities generally or in the Notes in particular or the ability
of the AMEX Oil Index to track general stock market performance. The AMEX has no
obligation to take the needs of the Company or beneficial owners of the Notes
into consideration in determining, composing or calculating the AMEX Oil Index.
The AMEX is not responsible for, and has not participated, in the determination
or calculation of the equation by which the Notes with respect to the annual
payments will be determined. The AMEX has no obligation or liability in
connection with the administration, marketing or trading of the Notes. The AMEX
disclaims all responsibility for any errors or omissions in the calculation and
dissemination of the AMEX Oil Index or the manner in which such index is applied
in determining the annual payments with respect to the Notes.
None of the Company, the Calculation Agent, MLPF&S nor the Trustee accepts
any responsibility for the calculation, maintenance or publication of the AMEX
Oil Index or any Successor Index.
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A potential investor should review the historical prices of the securities
underlying the Amex Oil Index. The historical prices of such securities should
not be taken as an indication of future performance, and no assurance can be
given that the prices of such securities will increase sufficiently to cause the
beneficial owners of the Notes to receive an amount in excess of the Minimum
Annual Payment on any December Payment Date and at the maturity of the Notes.
Oil Industry Sector
The oil industry is subject to varying degrees of regulatory, political and
economic risk which may affect the price of the stocks of the companies engaged
in the industry. Such risks depend on a number of factors including the
countries in which a particular company conducts its activities, evolving levels
of governmental regulation, and litigation with respect to environmental and
other matters. All segments of the oil industry are competitive, including
manufacturing, distribution and marketing of petroleum products and
petrochemicals. In addition, the oil industry competes with other industries in
supplying the energy needs of various types of consumers. Refining margins (the
difference between the price of products and the price of crude oil) and
marketing margins (the difference between the wholesale and retail price of
petroleum products) also affect companies engaged in the oil industry.
The profitability of companies engaged in the oil industry is directly
affected by the worldwide price of oil and related petroleum products which, in
turn, depends upon the worldwide demand for oil and related petroleum products.
Environmental regulation is a significant factor affecting profitability of
companies engaged in the oil industry. In the U.S., companies engaged in the oil
industry are subject to substantial environmental regulation by federal, state,
and local authorities. Federal regulations include the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
(often referred to as CERCLA or Superfund), the Superfund Amendments and
Reauthorizations Act of 1986, and the Resource Conservation Recovery Act of
1976.
In the United States and elsewhere, various laws and regulations are either
now in force, in standby status or under consideration, with respect to such
matters as price controls, crude oil and refined product allocations, refined
product specifications, environmental, health and safety regulations,
retroactive and prospective tax increases, cancellation of contract rights,
expropriation of property, divestiture of certain operations, foreign exchange
rate restrictions as to the convertibility of currencies, tariffs and other
international trade restrictions. Other regulations such as the U.S. Federal
Clean Air Act Amendments of 1990 may have a substantial impact on companies
engaged in the oil industry despite the fact that they do not impose direct
regulations. Finally, regional regulations like those proposed by California's
South Coast Air Quality Management District may have substantial effects on the
oil industry as well.
OTHER TERMS
General
The Notes were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Notes. The following summaries of
certain provisions of the Senior Indenture do not purport to be complete and are
subject to, and qualified in their entirety by reference to, all provisions of
the Senior Indenture, including the definition therein of certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Notes are
governed by and construed in accordance with the laws of the State of New York.
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The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest
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or Additional Amounts payable on any Senior Debt Security; (d) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Senior Debt Security; (e) reduce the percentage in principal amount of the
Outstanding Senior Debt Securities of any series, the consent of whose Holders
is required to modify or amend the Indenture; or (f) modify the foregoing
requirements or reduce the percentage of Outstanding Senior Debt Securities
necessary to waive any past default to less than a majority. No modification or
amendment of the Subordinated Indenture or any Subsequent Indenture for
Subordinated Debt Securities may adversely affect the rights of any holder of
Senior Indebtedness without the consent of such Holder. Except with respect to
certain fundamental provisions, the Holders of at least a majority in principal
amount of Outstanding Senior Debt Securities of any series may, with respect to
such series, waive past defaults under the Indenture and waive compliance by the
Company with certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
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<PAGE>
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
15
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
S&P 500 Market Index Target-Term Securities(sm) due May 10, 2001
("MITTS(R)")
On May 10, 1996, Merrill Lynch & Co., Inc. (the "Company") issued an
aggregate principal amount of $110,000,000 of S&P 500 Market Index Target-Term
Securities due May 10, 2001 (the "Securities" or "MITTS"). Each $10 principal
amount of Securities will be deemed a "Unit" for purposes of trading and
transfer at the Securities Depository described below. Units will be
transferable by the Securities Depository, as more fully described below, in
denominations of whole Units.
The Securities are debt securities of the Company. The Securities were
issued in denominations of $10 and integral multiples thereof, will bear no
periodic payments of interest and will mature on May 10, 2001. At maturity, a
beneficial owner of a Security will be entitled to receive, with respect to each
Security, the principal amount thereof plus an interest payment, if any (the
"Supplemental Redemption Amount"), based on the percentage increase, if any, in
the S&P 500 Composite Stock Price Index (the "Index") over the Starting Index
Value. The Supplemental Redemption Amount will in no event be less than zero.
The Securities are not redeemable or callable by the Company prior to maturity.
At maturity, a beneficial owner of a Security will receive the principal amount
of such Security plus the Supplemental Redemption Amount, if any, however, there
will be no other payment of interest, periodic or otherwise.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security, (B) the percentage increase from the Starting Index Value to the
Ending Index Value, and (C) the Participation Rate. The Starting Index Value
equals 638.26 which was the closing value of the Index on the date the
Securities were priced by the Company for initial sale to the public (the
"Pricing Date"). The Ending Index Value, as more particularly described herein,
will be the average (arithmetic mean) of the closing values of the Index on
certain days, or, if certain events occur, the closing value of the Index on a
single day prior to the maturity of the Securities. The Participation Rate
equals 110%.
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity, the calculation and the composition of the
Index, see "Description of Securities" and "The Index", respectively, in this
Prospectus. For other information that should be considered by prospective
investors, see "Risk Factors" beginning on page 4 of this Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Depository. Beneficial owners of the Securities will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
symbol "MIX".
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
----------
Merrill Lynch & Co.
----------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE
AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ......................... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs,
3
<PAGE>
amortization of debt expense, preferred stock dividend requirements of
majority-owned subsidiaries, and that portion of rentals estimated to be
representative of the interest factor.
RISK FACTORS
Payment at Maturity
Supplemental Redemption Amount May be Zero. Investors should be aware that
if the Ending Index Value does not exceed the Starting Index Value, beneficial
owners of the Securities will receive only the principal amount thereof at
maturity, even if the value of the Index at some point between the issue date
and the maturity date of the Securities exceeded the Starting Index Value.
Yield may be Below Market Interest Rates on the Pricing Date. A beneficial
owner of the Securities may receive no Supplemental Redemption Amount at
maturity, or a Supplemental Redemption Amount that is below what the Company
would pay as interest as of the Pricing Date if the Company issued non-callable
senior debt securities with a similar maturity as that of the Securities. The
return of principal of the Securities at maturity and the payment of the
Supplemental Redemption Amount, if any, may not reflect the full opportunity
costs implied by inflation or other factors relating to the time value of money.
Yield on Securities will not Reflect Dividends. The Index does not reflect
the payment of dividends on the stocks underlying it and therefore the yield
based on the Index to the maturity of the Securities will not produce the same
yield as if such underlying stocks were purchased and held for a similar period.
State Law Limit on Interest Paid. Because the Senior Indenture provides that
the Securities are governed by and construed in accordance with the laws of New
York, certain usury laws of New York State may apply. Under present New York
law, the maximum rate of interest is 25% per annum on a simple interest basis.
This limit may not apply to Securities in which $2,500,000 or more has been
invested. While the Company believes that New York law would be given effect by
a state or Federal court sitting outside of New York, state laws frequently
regulate the amount of interest that may be charged to and paid by a borrower
(including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company will covenant for the benefit of the
Holders of the Securities, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Securities.
Trading
The Securities have been listed on the New York Stock Exchange under the
symbol "MIX".
It is expected that the trading value of the Securities in the secondary
market will be affected by the creditworthiness of the Company and by a number
of other factors. The trading value of the Securities is expected to depend
substantially on the extent of the appreciation, if any, of the Index over the
Starting Index Value. See "The Index--Historical Data on the Index" in this
Prospectus for historical values of the Index. If, however, Securities are sold
prior to the maturity date at a time when the Index exceeds the Starting Index
Value, the sale price may be at a substantial discount from the amount expected
to be payable to the beneficial owner if such excess of the Index over the
Starting Index Value were to prevail until maturity of the Securities because of
the possible fluctuation of the Index between the time of such sale and the time
that the Ending Index Value is determined. Furthermore, the price at which a
beneficial owner will be able to sell Securities prior to maturity may be at a
discount, which could be substantial, from the principal amount thereof, if, at
such time, the Index is below, equal to, or not sufficiently above the Starting
Index Value. A discount could also result from rising interest rates.
4
<PAGE>
In addition to the value of the Index, the trading value of the Securities
may be affected by a number of interrelated factors, including the
creditworthiness of the Company and those factors listed below. The relationship
among these factors is complex, including how these factors affect the relative
value of the principal amount of the Securities to be repaid at maturity and the
value of the Supplemental Redemption Amount, if any. Accordingly, investors
should be aware that factors other than the level of the Index are likely to
affect the Securities' trading value. The expected effect on the trading value
of the Securities of each of the factors listed below, assuming in each case
that all other factors are held constant, is as follows:
Interest Rates. Because the Securities repay at a minimum the principal
amount thereof at maturity, the trading value of the Securities will likely be
affected by changes in interest rates. In general, if U.S. interest rates
increase, the trading value of the Securities is expected to decrease. If U.S.
interest rates decrease, the trading value of the Securities is expected to
increase. Interest rates may also affect the U.S. economy, and, in turn, the
value of the Index. Rising interest rates may lower the value of the Index and,
thus, the Securities. Falling interest rates may increase the value of the Index
and, thus, may increase the value of the Securities.
Volatility of the Index. If the volatility of the Index increases, the
trading value of the Securities is expected to increase. If the volatility of
the Index decreases, the trading value of the Securities is expected to
decrease.
Time Remaining to Maturity. The Securities may trade at a value above that
which may be inferred from the level of interest rates and the Index. This
difference will reflect a "time premium" due to expectations concerning the
value of the Index during the period prior to maturity of the Securities. As the
time remaining to maturity of the Securities decreases, however, this time
premium is expected to decrease, thus decreasing the trading value of the
Securities. In addition, the price at which a beneficial owner may be able to
sell Securities prior to maturity may be at a discount, which may be
substantial, from the principal amount of the Securities if the value of the
Index is below, equal to, or not sufficiently above the Starting Index Value.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the Index increase, the value of the Securities is expected to
decrease. Conversely, if dividend rates on the stocks comprising the Index
decrease, the value of the Securities is expected to increase. However, in
general, rising U.S. corporate dividend rates may increase the value of the
Index and, in turn, increase the value of the Securities. Conversely, falling
U.S. dividend rates may decrease the value of the Index and, in turn, decrease
the value of the Securities.
The impact of the factors specified above, excluding the value of the Index,
may offset, partially or in whole, any increase in the trading value of the
Securities that is attributable to an increase in the value of the Index. For
example, an increase in U.S. interest rates may cause the Securities to trade at
a discount from their initial offering price, even if the Index has appreciated
significantly. In general, assuming all relevant factors are held constant, the
effect on the trading value of the Securities of a given change in interest
rates, Index volatility and/or dividend rates of stocks comprising the Index is
expected to be less if it occurs later in the term of the Securities than if it
occurs earlier in the term of the Securities. The effect on the trading value of
the Securities of a given appreciation of the Index in excess of the Starting
Index Value is expected to be greater if it occurs later in the term of the
Securities than if it occurs earlier in the term of the Securities, assuming all
other relevant factors are held constant.
The Index
The value of the Index and the Supplemental Redemption Amount, if any, may
be adversely affected by political, economic and other developments that affect
the stocks underlying the Index.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
5
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Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
MLPF&S or its affiliates may from time to time engage in transactions
involving the stocks underlying the Index for their proprietary accounts and for
other accounts under their management, which may influence the value of such
stocks and therefore the value of the Securities. MLPF&S and its affiliates will
also be the counterparties to the hedge of the Company's obligations under the
Securities. Accordingly, under certain circumstances, conflicts of interest may
arise between MLPF&S's responsibilities as Calculation Agent with respect to the
Securities and its obligations under its hedge and its status as a subsidiary of
the Company. Under certain circumstances, the duties of MLPF&S as Calculation
Agent in determining the existence of Market Disruption Events could conflict
with the interests of MLPF&S as an affiliate of the issuer of the Securities,
Merrill Lynch & Co., Inc., and with the interests of the holders of the
Securities.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, referred to as the "Senior Indenture", which is more fully
described below. The Securities will mature on May 10, 2001.
At maturity, a beneficial owner of a Security will receive the principal
amount of such Security plus the Supplemental Redemption Amount, if any,
however, there will be no other payment of interest, periodic or otherwise. (See
"Payment at Maturity" below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities--Events of Default and Acceleration" in this Prospectus and "Other
Terms--Events of Default" in this Prospectus.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount, if any, all
as provided below. If the Ending Index Value does not exceed the Starting Index
Value a beneficial owner of a Security will be entitled to receive only the
principal amount thereof.
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof ($10 for
each Unit), and (ii) the Supplemental Redemption Amount equal in amount to:
Principal Amount X Ending Index Value--Starting Index Value X Participation Rate
-------------------------------------------------------------
Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The Starting Index Value equals 638.26, which was the closing
value of the Index on the date the Securities were priced by the Company for
initial sale to the public (i.e, the Pricing Date). The Participation Rate
equals 110%. The Ending Index Value will be determined by Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Calculation Agent") and will equal the average
(arithmetic mean) of the closing values of the Index determined on each of the
first five Calculation Days during the Calculation Period. If there are fewer
than five Calculation Days, then the Ending Index
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<PAGE>
Value will equal the average (arithmetic mean) of the closing values of the
Index on such Calculation Days, and if there is only one Calculation Day, then
the Ending Index Value will equal the closing value of the Index on such
Calculation Day. If no Calculation Days occur during the Calculation Period
because of Market Disruption Events, then the Ending Index Value will equal the
closing value of the Index determined on the last scheduled Index Business Day
in the Calculation Period, regardless of the occurrences of a Market Disruption
Event on such day. The "Calculation Period" means the period from and including
the seventh scheduled Index Business Day prior to the maturity date to and
including the second scheduled Index Business Day prior to the maturity date.
"Calculation Day" means any Index Business Day during the Calculation Period on
which a Market Disruption Event has not occurred. For purposes of determining
the Ending Index Value, an "Index Business Day" is a day on which the New York
Stock Exchange and the American Stock Exchange are open for trading and the
Index or any Successor Index is calculated and published. All determinations
made by the Calculation Agent shall be at the sole discretion of the Calculation
Agent and, absent a determination by the Calculation Agent of a manifest error,
shall be conclusive for all purpose and binding on the Company and beneficial
owners of the Securities.
The following table illustrates, for a range of hypothetical Ending Index
Values, (i) the total amount payable at maturity for each $10 principal amount
of Securities, (ii) the total rate of return to beneficial owners of the
Securities, (iii) the pretax annualized rate of return to beneficial owners of
Securities, and (iv) the pretax annualized rate of return of an investment in
the stocks underlying the Index (which includes an assumed aggregate dividend
yield of 2.20% per annum, as more fully described below).
<TABLE>
<CAPTION>
Total Amount Pretax Pretax Annualized
Percentage Change Payable at Maturity Total Rate of Annualized Rate Rate of Return of
Hypothetical Ending Over the Starting per $10 Principal Return on of Return on Stocks Underlying the
Index Value Index Value Amount of Securities the Securities the Securities(1) Index(1)(2)
----------- ----------- -------------------- -------------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C>
319.13 -50% $ 10.00 0.00% 0.00% -11.41%
382.96 -40% $ 10.00 0.00% 0.00% -7.89%
446.78 -30% $ 10.00 0.00% 0.00% -4.89%
510.61 -20% $ 10.00 0.00% 0.00% -2.25%
574.43 -10% $ 10.00 0.00% 0.00% 0.09%
638.26(3) 0% $ 10.00 0.00% 0.00% 2.21%
702.09 10% $ 11.10 11.00% 2.10% 4.15%
765.91 20% $ 12.20 22.00% 4.02% 5.94%
829.74 30% $ 13.30 33.00% 5.80% 7.61%
893.56 40% $ 14.40 44.00% 7.44% 9.16%
957.39 50% $ 15.50 55.00% 8.97% 10.62%
1,021.22 60% $ 16.60 66.00% 10.42% 12.00%
1,085.04 70% $ 17.70 77.00% 11.77% 13.30%
1,148.87 80% $ 18.80 88.00% 13.05% 14.54%
1,212.69 90% $ 19.90 99.00% 14.27% 15.72%
1,276.52 100% $ 21.00 110.00% 15.43% 16.84%
1,340.35 110% $ 22.10 121.00% 16.53% 17.92%
1,404.17 120% $ 23.20 132.00% 17.59% 18.95%
</TABLE>
- ----------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(2) This rate of return assumes (i) an investment of a fixed amount in the
stocks underlying the Index with the allocation of such amount reflecting
the current relative weights of such stocks in the Index; (ii) a percentage
change in the aggregate price of such stocks that equals the percentage
change in the Index from the Starting Index Value to the relevant
hypothetical Ending Index Value; (iii) a constant dividend yield of 2.20%
per annum, paid quarterly from the date of initial delivery of Securities,
applied to the value of the Index at the end of each such quarter assuming
such value increases or decreases linearly from the Starting Index Value to
the applicable hypothetical Ending Index Value; (iv) no transaction fees or
expenses; (v) a term for the Securities from May 13, 1996 to May 10, 2001;
and (vi) a final Index value equal to the Ending Index Value. The aggregate
dividend yield of the stocks underlying the Index as of May 7, 1996 was
approximately 2.20%.
7
<PAGE>
(3) The Starting Index Value.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the total and pretax
annualized rate of return resulting therefrom will depend entirely on the actual
Ending Index Value determined by the Calculation Agent as provided herein.
Historical data regarding the Index is included in this Prospectus under "The
Index--Historical Data on the Index".
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index, or the value thereof, is
changed in any material respect, or if the Index is in any other way modified so
that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Ending Index Value is to be calculated, make such adjustments as,
in the good faith judgment of the Calculation Agent, may be necessary in order
to arrive at a calculation of a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate such
closing value with reference to the Index, as adjusted. Accordingly, if the
method of calculating the Index is modified so that the value of such Index is a
fraction or a multiple of what it would have been if it had not been modified
(e.g., due to a split in the Index), then the Calculation Agent shall adjust
such Index in order to arrive at a value of the Index as if it had not been
modified (e.g., as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New York
Stock Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange or any other self regulatory
organization or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this definition), in
each case, for more than two hours of trading in 100 or more of the securities
included in the S&P 500 Index, or
(ii) the suspension or material limitation, in each case, for more than two
hours of trading (whether by reason of movements in price otherwise exceeding
levels permitted by the relevant exchange or otherwise) in (A) futures contracts
related to the Index which are traded on the Chicago Mercantile Exchange or (B)
option contracts related to the Index which are traded on the Chicago Board
Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
Discontinuance of the Index
If S&P discontinues publication of the Index and S&P or another entity
publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be comparable to such Index (any such index being
referred to hereinafter as a "Successor Index"), then, upon the Calculation
Agent's notification of such determination to the Trustee and the Company, the
Calculation Agent will substitute the Successor Index as calculated by S&P or
such other entity for the Index and calculate the Ending Index Value as
described above under "Payment at Maturity". Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice thereof
to be given to Holders of the Securities.
If S&P discontinues publication of the Index and a Successor Index is not
selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
8
<PAGE>
Calculation Day used to calculate the Supplemental Redemption Amount at maturity
will be a value computed by the Calculation Agent for each Calculation Day in
accordance with the procedures last used to calculate the Index prior to any
such discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If S&P discontinues publication of the Index prior to the period during
which the Supplemental Redemption Amount is to be determined and the Calculation
Agent determines that no Successor Index is available at such time, then on each
Business Day until the earlier to occur of (i) the determination of the Ending
Index Value and (ii) a determination by the Calculation Agent that a Successor
Index is available, the Calculation Agent shall determine the value that would
be used in computing the Supplemental Redemption Amount as described in the
preceding paragraph as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Index may adversely affect trading in
the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities, with respect to each
$10 principal amount thereof, will be equal to: (i) the initial issue price
($10), plus (ii) an additional amount of contingent interest calculated as
though the date of early repayment were the maturity date of the Securities. See
"Description of Securities--Payment at Maturity" in this Prospectus. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
beneficial owner of a Security may be limited, under Section 502(b)(2) of Title
11 of the United States Code, to the principal amount of the Security plus an
additional amount of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 8% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Depository
The issuance, all Securities are represented by one or more fully registered
global securities (the "Global Securities"). Each such Global Security has been
deposited with, or on behalf of, The Depository Trust Company ("DTC"), as
Depository (the "Depository"), registered in the name of DTC or a nominee
thereof. Unless and until it is exchanged in whole or in part for Securities in
definitive form, no Global Security may be transferred except as a whole by the
Depository to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor of such Depository or a nominee of such
successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through
9
<PAGE>
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the Senior Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or Holders thereof under the Senior Indenture,
including for purposes of receiving any reports delivered by the Company or the
Trustee pursuant to the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of DTC and,
if such Person is not a Participant, on the procedures of the Participant
through which such Person owns its interest, to exercise any rights of a Holder
under the Senior Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of Holders or that
an owner of a beneficial interest in such a Global Security desires to give or
take any action which a Holder is entitled to give or take under the Senior
Indenture, DTC would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by DTC to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global
Securities representing such Securities. None of the Company, the Trustee or any
other agent of the Company or agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests or for supervising or reviewing any
records relating to such beneficial ownership interests. The Company expects
that DTC, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of DTC. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
10
<PAGE>
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Securities will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Depository
from Participants with respect to ownership of beneficial interests in such
Global Securities.
Same-Day Settlement and Payment
Settlement for the Securities will be made by the Underwriter in immediately
available funds. All payments of principal and the Supplemental Redemption
Amount, if any, will be made by the Company in immediately available funds so
long as the Securities are maintained in book-entry form.
THE INDEX
All disclosure contained in this Prospectus regarding the Index, including,
without limitation, its make-up, method of calculation and changes in its
components, is derived from publicly available information prepared by S&P as of
May 7, 1996. Neither the Company nor the Underwriter takes any responsibility
for the accuracy or completeness of such information.
General
The Index is published by S&P and is intended to provide an indication of
the pattern of common stock price movement. The calculation of the value of the
Index (discussed below in further detail) is based on the relative value of the
aggregate Market Value (as defined below) of the common stocks of 500 companies
as of a particular time as compared to the aggregate average Market Value of the
common stocks of 500 similar companies during the base period of the years 1941
through 1943. As of April 29, 1996, the 500 companies included in the Index
represented approximately 77% of the aggregate Market Value of common stocks
traded on The New York Stock Exchange; however, these 500 companies are not the
500 largest companies listed on The New York Stock Exchange and not all of these
500 companies are listed on such exchange. As of April 29, 1996, the aggregate
market value of the 500 companies included in the Index represented
approximately 70% of the aggregate market value of United States domestic,
public companies. S&P chooses companies for inclusion in the Index with the aim
of achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of The New York
Stock Exchange, which S&P uses as an assumed model for the composition of the
total market. Relevant criteria employed by S&P include the viability of the
particular company, the extent to which that company represents the industry
group to which it is assigned, the extent to which the market price of that
Company's common stock is generally responsive to changes in the affairs of the
respective industry and the Market Value and trading activity of the common
stock of that company. As of April 29, 1996, the 500 companies included in the
Index were divided into 90 individual groups. These individual groups comprised
the following four main groups of companies (with the number of companies
currently included in each group indicated in parentheses): Industrials (372),
Utilities (49), Transportation (14) and Financial (65). S&P may from time to
time, in its sole discretion, add companies to, or delete companies from, the
Index to achieve the objectives stated above.
11
<PAGE>
Computation of the S&P 500 Index
S&P currently computes the Index as of a particular time as follows:
(1) the product of the market price per share and the number of then
outstanding shares of each component stock is determined as of such time (such
product referred to as the "Market Value" of such stock);
(2) the Market Value of all component stocks as of such time (as determined
under clause (1) above) are aggregated;
(3) the mean average of the Market Values as of each week in the base period
of the years 1941 through 1943 of the common stock of each company in a group of
500 substantially similar companies is determined;
(4) the mean average Market Values of all such common stocks over such base
period (as determined under clause (3) above) are aggregated (such aggregate
amount being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such time (as
determined under clause (2) above) is divided by the Base Value; and
(6) the resulting quotient (expressed in decimals) is multiplied by ten.
While S&P currently employs the above methodology to calculate the Index, no
assurance can be given that S&P will not modify or change such methodology in a
manner that may affect the Supplemental Redemption Amount, if any, payable to
beneficial owners of Securities upon maturity or otherwise.
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase thereof by employees
pursuant to employee benefit plans, certain consolidations and acquisitions, the
granting to shareholders of rights to purchase other securities of the company,
the substitution by S&P of particular component stocks in the Index, and other
reasons. In all such cases, S&P first recalculates the aggregate Market Value of
all component stocks (after taking account of the new market price per share of
the particular component stock or the new number of outstanding shares thereof
or both, as the case may be) and then determines the New Base Value in
accordance with the following formula:
Old Base Value X New Market Value = New Base Value
----------------
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in the
aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the Index.
A potential investor should review the historical performance of the Index.
The historical performance of the Index should not be taken as an indication of
future performance, and no assurance can be given that the Index will increase
sufficiently to cause the beneficial owners of the Securities to receive an
amount in excess of the principal amount at the maturity of the Securities.
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the
Securities, and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
12
<PAGE>
"The Securities are not sponsored, endorsed, sold or promoted by S&P.
S&P makes no representation or warranty, express or implied, to the Holders
of the Securities or any member of the public regarding the advisability of
investing in securities generally or in the Securities particularly or the
ability of the Index to track general stock market performance. S&P's only
relationship to Merrill Lynch Capital Services, Inc. and the Company (other
than transactions entered into in the ordinary course of business) is the
licensing of certain servicemarks and trade names of S&P and of the Index
which is determined, composed and calculated by S&P without regard to the
Company or the Securities. S&P has no obligation to take the needs of the
Company or the Holders of the Securities into consideration in determining,
composing or calculating the Index. S&P is not responsible for and has not
participated in the determination of the timing of the sale of the
Securities, prices at which the Securities are to initially be sold, or
quantities of the Securities to be issued or in the determination or
calculation of the equation by which the Securities are to be converted into
cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the Securities."
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth
13
<PAGE>
of less than $3,000,000) without making effective provision whereby the
Outstanding Senior Debt Securities will be secured equally and ratably with such
secured indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
14
<PAGE>
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
15
<PAGE>
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
16
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Technology Market Index Target-Term Securities(sm) due August 15, 2001
("MITTS(R)")
On August 12, 1996, Merrill Lynch & Co., Inc. (the "Company") issued
$25,000,000 aggregate principal amount (2,500,000 Units) of Technology Market
Index Target-Term Securities due August 15, 2001 (the "Securities" or "MITTS").
Each $10 principal amount of Securities will be deemed a "Unit" for purposes of
trading and transfer at the Depository described below. Units will be
transferable by the Depository, as more fully described below, in denominations
of whole Units.
The Securities are debt securities of the Company, which were issued in
denominations of $10 and integral multiples thereof, will bear no periodic
payments of interest and will mature on August 15, 2001. At maturity, a
beneficial owner of a Security will be entitled to receive, with respect to each
Security, the principal amount thereof plus an interest payment (the
"Supplemental Redemption Amount"), based on the percentage increase, if any, in
the CBOE Technology Index* (the "Index") over the Benchmark Index Value. The
Supplemental Redemption Amount will in no event be less than zero or more than
$10 per $10 principal amount of Securities, representing a maximum annualized
rate of return of 14.33% compounded semi-annually over the term of the
Securities. The Securities are not redeemable or callable by the Company prior
to maturity. At maturity, a beneficial owner of a Security will receive the
principal amount of such Security plus the Supplemental Redemption Amount, if
any, however, there will be no other payment of interest, periodic or otherwise.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security and (B) the percentage increase from the Benchmark Index Value to the
Ending Index Value. The Benchmark Index Value equals 189.48 and was determined
as described herein. The closing value of the Index on the date the Securities
were priced by the Company for initial sale to the public was 168.43, and the
Benchmark Index Value exceeded such closing value by 12.5%. The Ending Index
Value, as more particularly described herein, will be the average (arithmetic
mean) of the closing values of the Index on certain days, or, if certain events
occur, the closing value of the Index on a single day prior to the maturity of
the Securities.
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity, the calculation and the composition of the
Index, see "Description of Securities" and "The Index", respectively, in this
Prospectus. For other information that should be considered by prospective
investors, see "Risk Factors" beginning on page 3 of this Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Depository. Beneficial owners of the Securities will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Securities have been listed on the Chicago Board Options Exchange, Inc.
(the "CBOE") and the New York Stock Exchange (the "NYSE") under the symbol
"TKM".
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the CBOE and the NYSE, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules to the By-Laws of the National Association of Securities Dealers,
Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
* The use and reference of the term "CBOE Technology Index" herein has been
consented to by the CBOE. The "CBOE Technology Index" is a service mark of
the CBOE.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the NYSE, the American Stock Exchange, the Chicago Stock Exchange
and the Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Payment at Maturity
Benchmark Index Value will Exceed Value of Index on the Pricing Date. The
Benchmark Index Value exceeded the closing value of the Index on the Pricing
Date by 12.5%. Investors should be aware that if, at maturity, the Ending Index
Value does not exceed the closing Index value on the Pricing Date by more than
12.5%, beneficial owners of the Securities will receive only the principal
amount thereof.
Yield may be Below Market Interest Rates on the Pricing Date. A beneficial
owner of the Securities may receive no Supplemental Redemption Amount at
maturity, or a Supplemental Redemption Amount that is below what
3
<PAGE>
the Company would pay as interest as of the Pricing Date if the Company issued
non-callable senior debt securities with a similar maturity as that of the
Securities. The return of principal of the Securities at maturity and the
payment of the Supplemental Redemption Amount, if any, may not reflect the full
opportunity costs implied by inflation or other factors relating to the time
value of money.
Limitation of Supplemental Redemption Amount. Because the Supplemental
Redemption Amount will not exceed $10 per $10 principal amount of Securities,
beneficial owners of Securities will not benefit from Index increases in excess
of approximately 125% of the closing Index value on the Pricing Date (the
"Maximum Index Value"). In no event will the Supplemental Redemption Amount
exceed $10 per $10 principal amount of Securities.
Yield on Securities will not Reflect Dividends. The Index does not reflect
the payment of dividends on the stocks underlying it and therefore the yield
based on the Index to the maturity of the Securities will not produce the same
yield as if such underlying stocks were purchased and held for a similar period.
Trading
The Securities have been listed on the CBOE and on the NYSE under the symbol
"TKM". It is expected that the secondary market for the Securities will be
affected by the creditworthiness of the Company and by a number of other
factors.
The trading value of the Securities is expected to depend substantially on
the extent of the appreciation, if any, of the Index over the Benchmark Index
Value. If, however, Securities are sold prior to the maturity date at a time
when the Index exceeds the Benchmark Index Value, the sale price may be at a
substantial discount from the amount expected to be payable to the beneficial
owner if such excess of the Index over the Benchmark Index Value were to prevail
until maturity of the Securities because of the possible fluctuation of the
Index between the time of such sale and the time that the Ending Index Value is
determined. Furthermore, the price at which a beneficial owner will be able to
sell Securities prior to maturity may be at a discount, which could be
substantial, from the principal amount thereof, if, at such time, the Index is
below, equal to, or not sufficiently above the Benchmark Index Value. The
limitation that the Supplemental Redemption Amount will not exceed $10 per $10
principal amount of Securities may adversely affect the secondary market value
of the Securities and such adverse effect could occur even if the value of the
Index is below the Maximum Index Value. A discount could also result from rising
interest rates.
In addition to the value of the Index, the trading value of the Securities
may be affected by a number of interrelated factors, including the
creditworthiness of the Company and those factors listed below. The relationship
among these factors is complex, including how these factors affect the relative
value of the principal amount of the Securities to be repaid at maturity and the
value of the Supplemental Redemption Amount. Accordingly, investors should be
aware that factors other than the level of the Index are likely to affect the
Securities' trading value. The expected effect on the trading value of the
Securities of each of the factors listed below, assuming in each case that all
other factors are held constant, is as follows:
Interest Rates. Because the Securities repay at a minimum the principal
amount thereof at maturity, the trading value of the Securities will likely be
affected by changes in interest rates. In general, if U.S. interest rates
increase, the trading value of the Securities is expected to decrease. If U.S.
interest rates decrease, the trading value of the Securities is expected to
increase. Interest rates may also affect the U.S. economy, and, in turn, the
value of the Index. Rising interest rates may lower the value of the Index and,
thus, may decrease the trading value of the Securities. Falling interest rates
may increase the value of the Index and, thus, may increase the trading value of
the Securities.
Volatility of the Index. If the volatility of the Index increases, the
trading value of the Securities is expected to increase. If the volatility of
the Index decreases, the trading value of the Securities is expected to
decrease.
4
<PAGE>
Time Remaining to Maturity. The Securities may trade at a value above that
which may be inferred from the level of interest rates and the Index. This
difference will reflect a "time premium" due to expectations concerning the
value of the Index during the period prior to maturity of the Securities. As the
time remaining to maturity of the Securities decreases, however, this time
premium is expected to decrease, thus decreasing the trading value of the
Securities. In addition, the price at which a beneficial owner may be able to
sell Securities prior to maturity may be at a discount, which may be
substantial, from the principal amount of the Securities if the value of the
Index is below, equal to, or not sufficiently above the Benchmark Index Value.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the Index increase, the trading value of the Securities is expected
to decrease. Conversely, if dividend rates on the stocks comprising the Index
decrease, the value of the Securities is expected to increase. However, in
general, rising U.S. corporate dividend rates may increase the value of the
Index and, in turn, increase the trading value of the Securities. Conversely,
falling U.S. corporate dividend rates may decrease the value of the Index and,
in turn, decrease the trading value of the Securities.
The impact of the factors specified above, excluding the value of the Index,
may offset, partially or in whole, any increase in the trading value of the
Securities that is attributable to an increase in the value of the Index. For
example, an increase in U.S. interest rates may cause the Securities to trade at
a discount from their initial offering price, even if the Index has appreciated
significantly. In addition, the impact of a given factor may change depending on
the prevailing value of the Index relative to the Benchmark Index Value and the
Maximum Index Value and on the time remaining to maturity. In general, assuming
all relevant factors are held constant, the effect on the trading value of the
Securities of a given change in interest rates, Index volatility and/or dividend
rates of stocks comprising the Index is expected to be less if it occurs later
in the term of the Securities than if it occurs earlier in the term of the
Securities. The effect on the trading value of the Securities of a given
appreciation of the Index in excess of the Benchmark Index Value is expected to
be greater if it occurs later in the term of the Securities than if it occurs
earlier in the term of the Securities, assuming all other relevant factors are
held constant.
The Index
The value of the Index and the Supplemental Redemption Amount, if any, may
be adversely affected by political, economic and other developments that affect
the stocks underlying the Index. Since the stocks underlying the Index are of
companies involved in various aspects of the high technology industry segment,
factors affecting this industry segment may affect the value of the Index and
therefore the trading value of the Securities.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
MLPF&S or its affiliates may from time to time engage in transactions
involving the stocks underlying the Index for their proprietary accounts and for
other accounts under their management, which may influence the value of such
stocks and therefore the value of the Securities. MLPF&S and its affiliates will
also be the counterparties to the hedge of the Company's obligations under the
Securities. Accordingly, under certain circumstances, conflicts of interest may
arise between MLPF&S's responsibilities as Calculation Agent with respect to the
Securities and its obligations under its hedge and its status as a subsidiary of
the Company. Under certain circumstances, the duties of MLPF&S as Calculation
Agent in determining the existence of Market Disruption Events could conflict
with the
5
<PAGE>
interests of MLPF&S as an affiliate of the issuer of the Securities, Merrill
Lynch & Co., Inc., and with the interests of the holders of the Securities.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, referred to as the "Senior Indenture", which is more fully
described below. The Securities will mature on August 15, 2001.
At maturity, a beneficial owner of a Security will receive the principal
amount of such Security plus the Supplemental Redemption Amount, if any,
however, there will be no other payment of interest, periodic or otherwise. (See
"Payment at Maturity" below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities--Events of Default and Acceleration" in this Prospectus and "Other
Terms--Events of Default" in this Prospectus.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount, if any, all
as provided below. If the Ending Index Value does not exceed the Benchmark Index
Value a beneficial owner of a Security will be entitled to receive only the
principal amount thereof.
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof ($10 for
each Unit), and (ii) the Supplemental Redemption Amount equal in amount to:
Principal Amount X Ending Index Value--Benchmark Index Value
-----------------------------------------
Benchmark Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero or more than $10 per $10 principal amount of Securities. The
Benchmark Index Value equals 189.48. The Benchmark Index Value was determined on
the Pricing Date by multiplying the closing value of the Index on the Pricing
Date by a factor equal to 112.5%. The Ending Index Value will be determined by
MLPF&S (the "Calculation Agent") and will equal the average (arithmetic mean) of
the closing values of the Index determined on each of the first five Calculation
Days during the Calculation Period. If there are fewer than five Calculation
Days, then the Ending Index Value will equal the average (arithmetic mean) of
the closing values of the Index on such Calculation Days, and if there is only
one Calculation Day, then the Ending Index Value will equal the closing value of
the Index on such Calculation Day. If no Calculation Days occur during the
Calculation Period because of Market Disruption Events, then the Ending Index
Value will equal the closing value of the Index determined on the last scheduled
Index Business Day in the Calculation Period, regardless of the occurrence of a
Market Disruption Event on such day. The "Calculation Period" means the period
from and including the seventh scheduled Index Business Day prior to the
maturity date to and including the second scheduled Index Business Day prior to
the maturity date. "Calculation Day" means any Index Business Day during the
Calculation Period on which a Market Disruption Event has not occurred. For
purposes of determining the Ending Index Value, an "Index Business Day" is a day
on which the NYSE is open
6
<PAGE>
for trading and trading generally occurs in the over-the-counter market for
equity securities and the Index or any Successor Index is calculated and
published. All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, absent a determination by the
Calculation Agent of a manifest error, shall be conclusive for all purposes and
binding on the Company and beneficial owners of the Securities.
The following table illustrates, for a range of hypothetical Ending Index
Values, (i) the total amount payable at maturity for each $10 principal amount
of Securities, (ii) the pretax annualized rate of return to beneficial owners of
Securities, and (iii) the pretax annualized rate of return of an investment in
the stocks underlying the Index (which includes an assumed aggregate dividend
yield of 0.20% per annum, as more fully described below).
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Total Pretax Pretax Annualized
----- -----------------
Percentage Change Amount Annualized Rate of Rate of Return of
----------------- ------ -----------------
Hypothetical Ending Over the Starting Payable at Return on the Stocks Underlying
------------------- ----------------- ---------- -----------------
Index Value Index Value Maturity Securities(1) the Index(1)(2)
----------- ----------- -------- ------------- ---------------
84.22 -50% $10.00 0.00% -13.20%
101.06 -40% $10.00 0.00% -9.77%
117.90 -30% $10.00 0.00% -6.81%
134.74 -20% $10.00 0.00% -4.22%
151.59 -10% $10.00 0.00% -1.90%
168.43(3) 0% $10.00 0.00% 0.20%
185.27 10% $10.00 0.00% 2.12%
202.12 20% $10.67 1.30% 3.88%
218.96 30% $11.56 2.92% 5.52%
235.80 40% $12.44 4.41% 7.05%
252.65 50% $13.33 5.82% 8.49%
269.49 60% $14.22 7.15% 9.84%
286.33 70% $15.11 8.41% 11.12%
303.17 80% $16.00 9.61% 12.33%
320.02 90% $16.89 10.74% 13.48%
336.86 100% $17.78 11.83% 14.58%
353.70 110% $18.67 12.86% 15.63%
370.55 120% $19.56 13.85% 16.64%
387.39 130% $20.00 14.33% 17.60%
404.23 140% $20.00 14.33% 18.53%
421.08 150% $20.00 14.33% 19.43%
</TABLE>
- ----------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(2) This rate of return assumes (i) an investment of a fixed amount in the
stocks underlying the Index with the allocation of such amount reflecting
the relative weights of such stocks in the Index; (ii) a percentage change
in the aggregate price of such stocks that equals the percentage change in
the Index from the closing value of the Index on the Pricing Date to the
relevant hypothetical Ending Index Value; (iii) a constant dividend yield of
0.20% per annum, paid quarterly from the date of initial delivery of
Securities, applied to the value of the Index at the end of each such
quarter assuming such value increases or decreases linearly from the closing
value of the Index on the Pricing Date to the applicable hypothetical Ending
Index Value; (iv) no transaction fees or expenses; (v) an investment term
equal to the term of the Securities; and (vi) a final Index value equal to
the Ending Index Value. The aggregate dividend yield of the stocks
underlying the Index as of August 7, 1996 was approximately 0.20%.
(3) The closing value of the Index on the Pricing Date.
7
<PAGE>
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the pretax annualized
rate of return resulting therefrom will depend entirely on the actual Ending
Index Value determined by the Calculation Agent as provided herein. Historical
data regarding the Index is included in this Prospectus under "The
Index--Historical Data on the Index".
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index, or the value thereof, is
changed in any material respect, or if the Index is in any other way modified so
that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Ending Index Value is to be calculated, make such adjustments as,
in the good faith judgment of the Calculation Agent, may be necessary in order
to arrive at a calculation of a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate such
closing value with reference to the Index, as adjusted. Accordingly, if the
method of calculating the Index is modified so that the value of such Index is a
fraction or a multiple of what it would have been if it had not been modified
(e.g., due to a split in the Index), then the Calculation Agent shall adjust
such Index in order to arrive at a value of the Index as if it had not been
modified (e.g., as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New York
Stock Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange or any other self regulatory
organization or the Commission of similar scope as determined by the Calculation
Agent) on trading during significant market fluctuations shall be considered
"material" for purposes of this definition), in each case, for more than two
hours of trading in 5 or more of the securities included in the Index, or
(ii) the suspension or material limitation, in each case, for more than two
hours of trading (whether by reason of movements in price otherwise exceeding
levels permitted by the relevant exchange or otherwise) in option contracts on
the Index which are traded on the Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
Discontinuance of the Index
If the CBOE discontinues publication of the Index and the CBOE or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to such Index (any such
index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee (as
defined below) and the Company, the Calculation Agent will substitute the
Successor Index as calculated by the CBOE or such other entity for the Index and
calculate the Ending Index Value as described above under "Payment at Maturity".
Upon any selection by the Calculation Agent of a Successor Index, the Company
shall cause notice thereof to be given to Holders of the Securities.
If the CBOE discontinues publication of the Index and a Successor Index is
not selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount at maturity
will be a value computed by the Calculation Agent for each Calculation Day in
accordance with the procedures last used to calculate the Index prior to any
such discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
8
<PAGE>
If the CBOE discontinues publication of the Index prior to the period during
which the Supplemental Redemption Amount is to be determined and the Calculation
Agent determines that no Successor Index is available at such time, then on each
Business Day until the earlier to occur of (i) the determination of the Ending
Index Value and (ii) a determination by the Calculation Agent that a Successor
Index is available, the Calculation Agent shall determine the value that would
be used in computing the Supplemental Redemption Amount as described in the
preceding paragraph as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Index may adversely affect trading in
the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities, with respect to each
$10 principal amount thereof, will be equal to: (i) the initial issue price
($10), plus (ii) an additional amount of contingent interest calculated as
though the date of early repayment were the maturity date of the Securities. See
"Description of Securities--Payment at Maturity" in this Prospectus. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
beneficial owner of a Security may be limited, under Section 502(b)(2) of Title
11 of the United States Code, to the principal amount of the Security plus an
additional amount of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 7.76% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Depository
Upon issuance, all Securities will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company
("DTC"), as Depository (the "Depository"), registered in the name of DTC or a
nominee thereof. Unless and until it is exchanged in whole or in part for
Securities in definitive form, no Global Security may be transferred except as a
whole by the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor of such Depository or a nominee of
such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also
9
<PAGE>
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the Senior Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or Holders thereof under the Senior Indenture,
including for purposes of receiving any reports delivered by the Company or the
Trustee pursuant to the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of DTC and,
if such Person is not a Participant, on the procedures of the Participant
through which such Person owns its interest, to exercise any rights of a Holder
under the Senior Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of Holders or that
an owner of a beneficial interest in such a Global Security desires to give or
take any action which a Holder is entitled to give or take under the Senior
Indenture, DTC would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by DTC to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global
Securities representing such Securities. None of the Company, the Trustee or any
other agent of the Company or agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests or for supervising or reviewing any
records relating to such beneficial ownership interests. The Company expects
that DTC, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of DTC. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Securities will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $10 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It
10
<PAGE>
is expected that such instructions may be based upon directions received by the
Depository from Participants with respect to ownership of beneficial interests
in such Global Securities.
Same-Day Settlement and Payment
All payments of principal and the Supplemental Redemption Amount, if any,
will be made by the Company in immediately available funds so long as the
Securities are maintained in book-entry form.
THE INDEX
The Index
Unless otherwise stated, all information herein on the Index is derived from
the CBOE or other publicly available sources. Such information reflects the
policies of the CBOE as stated in such sources and such policies are subject to
change by the CBOE.
The Index is a price-weighted stock index designed, developed, maintained
and operated by, and is a service mark of, the CBOE. The Index is designed to
provide an indication of the composite price performance of the common stocks of
companies involved in the U.S. high technology industry segment (i.e., companies
involved in the design and manufacture of high technology components and
systems). The Index consists of the stocks of 30 issuers involved in various
aspects of the high technology industry segment, including: computer services,
telecommunications equipment, server software and hardware, design software, PC
software and hardware, networking, peripherals, and semiconductors. (See the
table below for a list of the stocks underlying the Index as of August 5, 1996.)
The CBOE selects companies for inclusion in the Index with the aim of
representing the spectrum of companies that develop components and systems that
define high technology. Relevant criteria employed by the CBOE include the
viability of the particular company, the extent to which that company represents
the high technology sector, the extent to which the market price of that
company's common stock is generally responsive to changes in the affairs of the
technology sector and the market value and trading activity of the common stock
of that company. As of August 5, 1996, the 30 companies included in the Index
were divided into five main individual groups. These individual groups comprised
the following (with the number of companies currently included in each group
indicated in parentheses): Computer Hardware (8), Computer Software (6),
Computer Systems & Services (6), Telecommunications (5) and Semiconductors (5).
The CBOE may from time to time, in its sole discretion, add companies to, or
delete companies from, the Index to achieve the objectives stated above. The
Index has a base date of January 3, 1995.
The common stocks comprising the Index are currently listed either on the
New York Stock Exchange or traded through the facilities of the National
Association of Securities Dealers Automated Quotation System and reported as
National Market System securities. As of August 5, 1996, the 30 companies
included in the Index had an aggregate market value of $445.9 billion, with an
average capitalization of $14.86 billion. The Index components ranged in size
from $906.6 million to $72.3 billion, with a median capitalization of $4.81
billion. All of the stocks are currently the subject of listed options trading
in the U.S.
The average monthly trading volumes per Index component over the six month
period ending July 31, 1996 ranged from a low of 5.65 million shares to a high
of 177.6 million shares. As of August 5, 1996, the largest stock in the Index,
by value, accounted for 8.88% of the Index, while the smallest represented 0.78%
of the Index. Also on that date, the top five stocks in the Index accounted for
32.26% of the Index by value.
The Index satisfies the CBOE's generic maintenance standards for options on
narrow-based stock indexes.
11
<PAGE>
Computation of the Index
The Index is a price-weighted index (i.e., the weight in the Index of a
stock underlying the Index (an "Underlying Stock") is based on its price per
share rather than the total market capitalization of the issuer of such stock)
and reflects changes in the prices of the Underlying Stocks relative to the
index base date, January 3, 1995, when the Index equaled 100.00. Specifically,
the Index value is calculated by (i) totaling the prices of a single share of
each of the Underlying Stocks (the "Market Price Aggregate"), and (ii) dividing
the Market Price Aggregate by the Index Divisor. The Index Divisor was
originally chosen to result in an Index value of 100 on January 3, 1995, and is
subject to periodic adjustments as set forth below. The stock prices used to
calculate the Index are those reported by a primary market for the Underlying
Stocks.
The CBOE adjusts the foregoing Index Divisor to negate the effects of
changes in the price of an Underlying Stock that are determined by the CBOE to
be arbitrary and not due to market fluctuations. Such adjustments may result
from stock splits, certain consolidations and acquisitions, the grant to
shareholders of the right to purchase other securities of the issuer (e.g.,
spinoffs and rights issuances). The CBOE may also adjust the Index Divisor
because of the substitution of an Underlying Security. In all such cases, the
CBOE first recalculates the Market Price Aggregate and then determines a new
Index Divisor based on the following formula:
Old Divisor X New Market Price Aggregate = New Divisor
--------------------------
Old Market Price Aggregate
The Index will be maintained by the CBOE. The Index is reviewed on
approximately a monthly basis by the CBOE staff. The CBOE may change the
composition of the Index at any time to reflect changes affecting the components
of the Index or the technology industry generally. If it becomes necessary to
remove a stock from the Index (for example, because of a takeover or merger),
the CBOE will only add a stock having characteristics that will permit the Index
to remain within the maintenance criteria specified in CBOE Rules and within the
applicable rules of the Commission. These maintenance criteria currently
provide, among other things, that each component security must have (1) a market
capitalization of at least $75 million, except that securities accounting for
the bottom 10% of the weight of the Index may have market capitalizations of at
least $50 million, and (2) trading volume of at least 500,000 shares in each of
the last six months, except that securities accounting for the bottom 10% of the
weight of the Index may have trading volumes of at least 400,000 shares in each
of the last six months. Additionally, as of the first trading day of each
January and July, no single security may account for over 25% of the weight of
the Index and no five securities may account for over 50% of the weight of the
Index. Furthermore, each component security must be a reported security as
defined in Rule 11Aa3-1 of the Exchange Act. Finally, at least 90% of the weight
of the Index and 80% of the number of components in the Index must be eligible
for standardized options trading pursuant to CBOE Rules or, if currently listed
for options trading, must meet the applicable maintenance standards specified in
CBOE Rules. The CBOE will also take into account the capitalizations, liquidity,
volatility, and name recognition of any proposed replacement stock.
Absent prior approval of the Commission, the CBOE will not increase to more
than 40, or decrease to fewer than 20, the number of stocks in the Index.
Additionally, the CBOE will not make any change in the composition of the Index
that would cause fewer than 90% of the stocks by weight, or fewer than 80% of
the total number of stocks in the index, to qualify as stocks eligible for
equity options trading under CBOE rules.
The CBOE is under no obligation to continue the calculation and
dissemination of the Index and the method by which the Index is calculated and
the name "CBOE Technology Index" may be changed at the discretion of the CBOE.
The Securities are not sponsored, endorsed, sold or promoted by the CBOE. No
inference should be drawn from the information contained in this Prospectus that
the CBOE makes any representation or warranty, implied or express, to the
Company, the beneficial owners of Securities or any member of the public
regarding the advisability of investing in securities generally or in the
Securities in particular or the ability of the Index to track general stock
market performance. The CBOE has no obligation to take the needs of the Company
or the beneficial owners of Securities into consideration in determining,
composing or calculating the Index. The CBOE is not responsible for,
12
<PAGE>
and has not participated in the determination of the timing of prices for or
quantities of, the Securities to be issued or in the determination or
calculation of the equation by which the Supplemental Redemption Amount is
determined. The CBOE has no obligation or liability in connection with the
administration, marketing or trading of the Securities.
The use of and reference to the Index in connection with the Securities have
been consented to by the CBOE.
Except with respect to the responsibility of the Calculation Agent to make
certain calculations under certain circumstances as described herein, none of
the Company, the Trustee, the Calculation Agent or the Underwriter has
undertaken independent diligence of the calculation, maintenance or publication
of the Index or any Successor Index. The CBOE disclaims all responsibility for
any inaccuracies in the data on which the Index is based and any mistakes or
errors or omissions in the calculation or dissemination of the Index and for the
manner in which the Index is used in determining the Supplemental Redemption
Amount, if any.
A potential investor should review the historical performance of the Index.
The historical performance of the Index should not be taken as an indication of
future performance, and no assurance can be given that the Index will increase
sufficiently to cause the beneficial owners of the Securities to receive an
amount in excess of the principal amount at the maturity of the Securities.
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
13
<PAGE>
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding
14
<PAGE>
Senior Debt Securities of any series may, with respect to such series, waive
past defaults under the Indenture and waive compliance by the Company with
certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated
15
<PAGE>
financial statements and related financial statement schedules, and such
Selected Financial Data appearing or incorporated by reference in this
Prospectus and the Registration Statement of which this Prospectus is a part,
have been included or incorporated herein by reference in reliance upon such
reports of Deloitte & Touche LLP given upon their authority as experts in
accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
16
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Healthcare/Biotechnology Portfolio Market Index Target-Term Securities(sm)
due October 31, 2001
("MITTS(R)")
On October 30, 1996, Merrill Lynch & Co., Inc. (the "Company") issued
$15,000,000 aggregate principal amount (1,500,000 Units) of
Healthcare/Biotechnology Portfolio Market Index Target-Term Securities due
October 31, 2001 (the "Securities" or "MITTS"). Each $10 principal amount of
Securities will be deemed a "Unit" for purposes of trading and transfer at the
Depository described below. Units will be transferable by the Depository, as
more fully described below, in denominations of whole Units.
The Securities are debt securities of the Company, which were issued in
denominations of $10 and integral multiples thereof, will bear no periodic
payments of interest and will mature on October 31, 2001. At maturity, a
beneficial owner of a Security will be entitled to receive, with respect to each
Security, the principal amount thereof plus an interest payment (the
"Supplemental Redemption Amount"), based on the percentage increase, if any, in
the value of a portfolio (the "Portfolio Value") of specified stocks (the
"Portfolio") of companies involved in various segments of the healthcare
industry and the biotechnology industry over the Benchmark Portfolio Value. The
Supplemental Redemption Amount will in no event be less than zero. The
Securities are not redeemable or callable by the Company prior to maturity. At
maturity a beneficial owner of a Security will receive the principal amount of
such Security plus the Supplemental Redemption Amount, if any, however, there
will be no other payment of interest, periodic or otherwise.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security, and (B) the percentage increase from the Benchmark Portfolio Value to
the Ending Portfolio Value. The Benchmark Portfolio Value equals 115 and was
determined as described herein. The Benchmark Portfolio Value exceeds the
closing value of the Portfolio on the date the Securities were priced by the
Company for initial sale to the Public (the "Pricing Date") by 15%. The Ending
Portfolio Value, as more particularly described herein, will be the average
(arithmetic mean) of the closing values of the Portfolio on certain days, or, if
certain events occur, the closing value of the Portfolio on a single day prior
to the maturity of the Securities.
For information as to the calculation of the Supplemental Redemption Amount,
if any, which will be paid at maturity and the calculation and the composition
of the Portfolio, see "Description of Securities" and "The Portfolio",
respectively, in this Prospectus. For other information that should be
considered by prospective investors, see "Risk Factors" beginning on page 3 of
this Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Depository. Beneficial owners of the Securities will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Securities have been listed on the American Stock Exchange (the "AMEX")
under the symbol "MLH".
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the CBOE and the NYSE, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules to the By-Laws of the National Association of Securities Dealers,
Inc.
---------------------
Merrill Lynch & Co.
---------------------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index
Target-Term Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the NYSE, AMEX, the Chicago Stock Exchange and the Pacific Stock
Exchange. The Commission maintains a Web site at http://www.sec.gov containing
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
2
<PAGE>
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................ 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Payment at Maturity
Benchmark Portfolio Value will Exceed Value of Starting Portfolio Value on
the Pricing Date. On the Pricing Date, the Benchmark Portfolio Value exceeded
the Starting Portfolio Value (as defined below) by 15%. Investors should be
aware that if, at maturity, the Ending Portfolio Value does not exceed the
Starting Portfolio Value by more than 15%, beneficial owners of the Securities
will receive only the principal amount thereof.
Yield may be Below Market Interest Rates on the Pricing Date. A beneficial
owner of the Securities may receive no Supplemental Redemption Amount at
maturity, or a Supplemental Redemption Amount that is below what
3
<PAGE>
the Company would pay as interest as of the Pricing Date if the Company issued
non-callable senior debt securities with a similar maturity as that of the
Securities. The return of principal of the Securities at maturity and the
payment of the Supplemental Redemption Amount, if any, may not reflect the full
opportunity costs implied by inflation or other factors relating to the time
value of money.
Yield on Securities will not Reflect Dividends. The Portfolio does not
reflect the payment of dividends on the stocks underlying it and therefore the
yield based on the Portfolio to the maturity of the Securities will not produce
the same yield as if such underlying stocks were purchased and held for a
similar period.
State Law Limit on Interest Paid. Because the Senior Indenture (as defined
below) provides that the Securities are governed by and construed in accordance
with the laws of New York, certain usury laws of New York State may apply. Under
present New York law, the maximum rate of interest is 25% per annum on a simple
interest basis. This limit may not apply to Securities in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or Federal court sitting outside of New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company will covenant for the benefit of the
Holders of the Securities, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Securities.
Trading
The Securities have been listed on the AMEX under the symbol "MLH". It is
expected that the secondary market for the Securities will be affected by the
creditworthiness of the Company and by a number of other factors.
The trading value of the Securities is expected to depend substantially on
the extent of the appreciation, if any, of the Portfolio Value over the
Benchmark Portfolio Value. If, however, Securities are sold prior to the
maturity date at a time when the Portfolio Value exceeds the Benchmark Portfolio
Value, the sale price may be at a substantial discount from the amount expected
to be payable to the beneficial owner if such excess of the Portfolio Value over
the Benchmark Portfolio Value were to prevail until maturity of the Securities
because of the possible fluctuation of the Portfolio between the time of such
sale and the time that the Ending Portfolio Value is determined. Furthermore,
the price at which a beneficial owner will be able to sell Securities prior to
maturity may be at a discount, which could be substantial, from the principal
amount thereof, if, at such time, the Portfolio is below, equal to, or not
sufficiently above the Benchmark Portfolio Value. A discount could also result
from rising interest rates.
In addition to the value of the Portfolio, the trading value of the
Securities may be affected by a number of interrelated factors, including the
creditworthiness of the Company and those factors listed below. The relationship
among these factors is complex, including how these factors affect the relative
value of the principal amount of the Securities to be repaid at maturity and the
value of the Supplemental Redemption Amount. Accordingly, investors should be
aware that factors other than the level of the Portfolio are likely to affect
the Securities' trading value. The expected effect on the trading value of the
Securities of each of the factors listed below, assuming in each case that all
other factors are held constant, is as follows:
Interest Rates. Because the Securities repay at a minimum the principal
amount thereof at maturity, the trading value of the Securities will likely be
affected by changes in interest rates. In general, if U.S. interest rates
increase, the trading value of the Securities is expected to decrease. If U.S.
interest rates decrease, the trading value of the Securities is expected to
increase. Interest rates may also affect the U.S. economy, and, in turn, the
value of the Portfolio. Rising interest rates may lower the value of the
Portfolio and, thus, may decrease the trading value of the Securities. Falling
interest rates may increase the value of the Portfolio and, thus, may increase
the trading value of the Securities.
4
<PAGE>
Volatility of the Portfolio. If the volatility of the Portfolio Value
increases, the trading value of the Securities is expected to increase. If the
volatility of the Portfolio Value decreases, the trading value of the Securities
is expected to decrease.
Time Remaining to Maturity. The Securities may trade at a value above that
which may be inferred from the level of interest rates and the Portfolio. This
difference will reflect a "time premium" due to expectations concerning the
value of the Portfolio during the period prior to maturity of the Securities. As
the time remaining to maturity of the Securities decreases, however, this time
premium is expected to decrease, thus decreasing the trading value of the
Securities. In addition, the price at which a beneficial owner may be able to
sell Securities prior to maturity may be at a discount, which may be
substantial, from the principal amount of the Securities if the value of the
Portfolio is below, equal to, or not sufficiently above the Benchmark Portfolio
Value.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the Portfolio increase, the trading value of the Securities is
expected to decrease. Conversely, if dividend rates on the stocks comprising the
Portfolio decrease, the value of the Securities is expected to increase.
However, in general, rising U.S. corporate dividend rates may increase the value
of the Portfolio and, in turn, increase the trading value of the Securities.
Conversely, falling U.S. corporate dividend rates may decrease the value of the
Portfolio and, in turn, decrease the trading value of the Securities.
The impact of the factors specified above, excluding the value of the
Portfolio, may offset, partially or in whole, any increase in the trading value
of the Securities that is attributable to an increase in the value of the
Portfolio. For example, an increase in U.S. interest rates may cause the
Securities to trade at a discount from their initial offering price, even if the
Portfolio has appreciated significantly. In general, assuming all relevant
factors are held constant, the effect on the trading value of the Securities of
a given change in interest rates, Portfolio volatility and/or dividend rates of
stocks comprising the Portfolio is expected to be less if it occurs later in the
term of the Securities than if it occurs earlier in the term of the Securities.
The effect on the trading value of the Securities of a given appreciation of the
Portfolio in excess of the Benchmark Portfolio Value is expected to be greater
if it occurs later in the term of the Securities than if it occurs earlier in
the term of the Securities, assuming all other relevant factors are held
constant.
The Portfolio
The value of the Portfolio and the Supplemental Redemption Amount, if any,
may be adversely affected by political, economic and other developments that
affect the stocks underlying the Portfolio. Since the stocks underlying the
Portfolio are of companies involved in various segments of the healthcare
industry and the biotechnology industry, factors affecting these industries may
affect the value of the Portfolio and therefore the trading value of the
Securities. See "The Portfolio--Healthcare and Biotechnology Industries".
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Securities, and should consult their tax advisors.
MLPF&S or its affiliates may from time to time engage in transactions
involving the stocks underlying the Portfolio for their proprietary accounts and
for other accounts under their management, which may influence the value of such
stocks and therefore the value of the Securities. MLPF&S and its affiliates will
also be the counterparties to the hedge of the Company's obligations under the
Securities. Accordingly, under certain
5
<PAGE>
circumstances, conflicts of interest may arise between MLPF&S's responsibilities
as Calculation Agent with respect to the Securities and its obligations under
its hedge and its status as a subsidiary of the Company. Under certain
circumstances, the duties of MLPF&S as Calculation Agent in determining the
existence of Market Disruption Events could conflict with the interests of
MLPF&S as an affiliate of the issuer of the Securities, Merrill Lynch & Co.,
Inc., and with the interests of the holders of the Securities.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, referred to as the "Senior Indenture", which is more fully
described below. The Securities will mature on October 31, 2001.
At maturity a beneficial owner of a Security will receive the principal
amount of such Security plus the Supplemental Redemption Amount, if any,
however, there will be no other payment of interest, periodic or otherwise. (See
"Payment at Maturity" below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities--Events of Default and Acceleration" in this Prospectus and "Other
Terms--Events of Default" in this Prospectus.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount, if any, all
as provided below. If the Ending Portfolio Value does not exceed the Benchmark
Portfolio Value a beneficial owner of a Security will be entitled to receive
only the principal amount thereof.
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof ($10 for
each Unit), and (ii) the Supplemental Redemption Amount equal in amount to:
Principal Amount x Ending Portfolio Value--Benchmark Portfolio Value
-------------------------------------------------
Benchmark Portfolio Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The Benchmark Portfolio Value equals 115. The Benchmark
Portfolio Value was determined on the Pricing Date by multiplying the Starting
Portfolio Value (as defined below) by a factor equal to 115%. Based on the
individual prices of the Portfolio Securities on the Pricing Date, the
Multiplier for each Portfolio Security was initially set by the AMEX so that, on
the Pricing Date, the Portfolio Securities were equally dollar-weighted in the
Portfolio and the Portfolio Value equaled 100 (the "Starting Portfolio Value").
The Ending Portfolio Value will be determined by MLPF&S (the "Calculation
Agent") and will equal the average (arithmetic mean) of the closing values of
the Portfolio determined on each of the first five Calculation Days during the
Calculation Period. If there are fewer than five Calculation Days, then the
Ending Portfolio Value will equal the average (arithmetic mean) of the closing
values of the Portfolio on such Calculation Days, and if there is only one
Calculation Day, then the Ending Portfolio Value will equal the closing value of
the Portfolio on such Calculation Day. If no Calculation Days occur during the
Calculation Period because of Market Disruption Events, then the Ending
Portfolio Value will equal the closing
6
<PAGE>
value of the Portfolio determined on the last scheduled Portfolio Business Day
in the Calculation Period, regardless of the occurrence of a Market Disruption
Event on such day. The "Calculation Period" means the period from and including
the seventh scheduled Portfolio Business Day prior to the maturity date to and
including the second scheduled Portfolio Business Day prior to the maturity
date. "Calculation Day" means any Portfolio Business Day during the Calculation
Period on which a Market Disruption Event has not occurred. For purposes of
determining the Ending Portfolio Value, a "Portfolio Business Day" is a day on
which the AMEX is open for trading and trading generally occurs in the
over-the-counter market for equity securities and the Portfolio or any Successor
Portfolio is calculated and published. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and,
absent a determination by the Calculation Agent of a manifest error, shall be
conclusive for all purposes and binding on the Company and beneficial owners of
the Securities.
The following table illustrates, for a range of hypothetical Ending
Portfolio Values, (i) the total amount payable at maturity for each $10
principal amount of Securities, based on the Benchmark Portfolio Value, which
equals 115% of the Starting Portfolio Value; (ii) the pretax annualized rate of
return to beneficial owners of Securities, and (iii) the pretax annualized rate
of return of an investment in the stocks underlying the Portfolio (which
includes an assumed aggregate dividend yield of 0.23% per annum, as more fully
described below).
<TABLE>
<CAPTION>
Total Pretax Pretax Annualized
Percentage Change Amount Annualized Rate of Rate of Return of
Hypothetical Ending Over the Starting Payable at Return on the Stock Underlying
Portfolio Value Portfolio Value Maturity(1) Securities(2) the Portfolio(2)(3)
--------------- --------------- ----------- ------------- -------------------
<S> <C> <C> <C> <C>
50 -50% $ 10.00 0.00% -13.09%
60 -40% $ 10.00 0.00% -9.66%
70 -30% $ 10.00 0.00% -6.71%
80 -20% $ 10.00 0.00% -4.11%
90 -10% $ 10.00 0.00% -1.79%
100(4) 0% $ 10.00 0.00% 0.23%
110 10% $ 10.00 0.00% 2.23%
120 20% $ 10.43 0.85% 4.00%
130 30% $ 11.30 2.47% 5.64%
140 40% $ 12.17 3.97% 7.17%
150 50% $ 13.04 5.39% 8.60%
160 60% $ 13.91 6.72% 9.96%
170 70% $ 14.78 7.97% 11.23%
180 80% $ 15.65 9.16% 12.45%
190 90% $ 16.52 10.30% 13.60%
200 100% $ 17.39 11.38% 14.70%
210 110% $ 18.26 12.41% 15.75%
220 120% $ 19.13 13.40% 16.76%
230 130% $ 20.00 14.35% 17.77%
240 140% $ 20.87 15.27% 18.66%
250 150% $ 21.74 16.15% 19.56%
</TABLE>
(1) The total amount payable at maturity is based on the Benchmark Portfolio
Value, which equals 115% of the Starting Portfolio Value.
(2) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(3) This rate of return assumes (i) an investment of a fixed amount in the
stocks underlying the Portfolio with the allocation of such amount
reflecting the relative weights of such stocks in the Portfolio; (ii) a
percentage change in the aggregate price of such stocks that equals the
percentage change in the Portfolio from the Starting Portfolio Value to the
relevant hypothetical Ending Portfolio Value; (iii) a constant dividend
yield of 0.23% per
7
<PAGE>
annum, paid quarterly from the date of initial delivery of Securities,
applied to the value of the Portfolio at the end of each such quarter
assuming such value increases or decreases linearly from the Starting
Portfolio Value to the applicable hypothetical Ending Portfolio Value; (iv)
no transaction fees or expenses; (v) a five year maturity of the Securities
from the date of issuance; and (vi) a final Portfolio value equal to the
Ending Portfolio Value. The aggregate dividend yield of the stocks
underlying the Portfolio as of October 24, 1996 was approximately 0.23% per
annum.
(4) The Starting Portfolio Value was set at 100 based on the closing prices on
the Pricing Date.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the pretax annualized
rate of return resulting therefrom will depend entirely on the actual Ending
Portfolio Value determined by the Calculation Agent as provided herein.
Adjustments to the Portfolio; Market Disruption Events
If at any time the method of calculating the Portfolio Value is changed in
any material respect, or if the Portfolio is in any other way modified so that
such Portfolio Value does not, in the opinion of the Calculation Agent, fairly
represent the Portfolio Value had such changes or modifications not been made,
then, from and after such time, the Calculation Agent shall, at the close of
business in New York, New York, on each date that the closing value with respect
to the Ending Portfolio Value is to be calculated, make such adjustments as, in
the good faith judgment of the Calculation Agent, may be necessary in order to
arrive at a calculation of a value of a stock index comparable to the Portfolio
Value as if such changes or modifications had not been made, and calculate such
closing value with reference to the Portfolio Value, as adjusted. Accordingly,
if the method of calculating the Portfolio Value is modified so that the
Portfolio Value is a fraction or a multiple of what it would have been if it had
not been modified (e.g., due to a split in the Portfolio Value), then the
Calculation Agent shall adjust such Portfolio Value in order to arrive at a
Portfolio Value as if it had not been modified (e.g., as if such split had not
occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New York
Stock Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange or any other self regulatory
organization or the Commission of similar scope as determined by the Calculation
Agent) on trading during significant market fluctuations shall be considered
"material" for purposes of this definition) in the trading of three or more of
the Portfolio Securities on any exchange in the United States or in the
over-the-counter market for more than two hours of trading or during the period
one-half hour prior to the close of such trading, or
(ii) the suspension or material limitation (whether by reason of movements
in price otherwise exceeding levels permitted by the relevant exchange or
otherwise) in the trading of option contracts related to three or more of the
Portfolio Securities traded on any exchange for more than two hours of trading
or during the period one-half hour prior to the close of such trading.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
Discontinuance of the Portfolio
If the AMEX discontinues publication of the Portfolio Value and the AMEX or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to such Portfolio
Value (any such index being referred to hereinafter as a "Successor Portfolio
Value"), then, upon the Calculation Agent's notification of such determination
to the Trustee (as defined below) and the Company, the
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Calculation Agent will substitute the Successor Portfolio Value as calculated by
the AMEX or such other entity for the Portfolio Value and calculate the Ending
Portfolio Value as described above under "Payment at Maturity". Upon any
selection by the Calculation Agent of a Successor Portfolio Value, the Company
shall cause notice thereof to be given to Holders of the Securities.
If the AMEX discontinues publication of the Portfolio Value and a Successor
Portfolio Value is not selected by the Calculation Agent or is no longer
published on any of the Calculation Days, the value to be substituted for the
Portfolio Value for any such Calculation Day used to calculate the Supplemental
Redemption Amount at maturity will be a value computed by the Calculation Agent
for each Calculation Day in accordance with the procedures last used to
calculate the Portfolio Value prior to any such discontinuance. If a Successor
Portfolio Value is selected or the Calculation Agent calculates a value as a
substitute for the Portfolio Value as described below, such Successor Portfolio
Value or value shall be substituted for the Portfolio Value for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If the AMEX discontinues publication of the Portfolio Value prior to the
period during which the Supplemental Redemption Amount is to be determined and
the Calculation Agent determines that no Successor Portfolio Value is available
at such time, then on each Business Day until the earlier to occur of (i) the
determination of the Ending Portfolio Value and (ii) a determination by the
Calculation Agent that a Successor Portfolio Value is available, the Calculation
Agent shall determine the value that would be used in computing the Supplemental
Redemption Amount as described in the preceding paragraph as if such day were a
Calculation Day. The Calculation Agent will cause notice of each such value to
be published not less often than once each month in The Wall Street Journal (or
another newspaper of general circulation), and arrange for information with
respect to such values to be made available by telephone. Notwithstanding these
alternative arrangements, discontinuance of the publication of the Portfolio
Value may adversely affect trading in the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities, with respect to each
$10 principal amount thereof, will be equal to: (i) the initial issue price
($10), plus (ii) an additional amount of contingent interest calculated as
though the date of early repayment were the maturity date of the Securities. See
"Description of Securities--Payment at Maturity" in this Prospectus. If a
bankruptcy proceeding is commenced in respect of the Company, the claim of the
beneficial owner of a Security may be limited, under Section 502(b)(2) of Title
11 of the United States Code, to the principal amount of the Security plus an
additional amount of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 7.7% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Depository
Upon issuance, all Securities will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company
("DTC"), as Depository (the "Depository"), registered in the name of DTC or a
nominee thereof. Unless and until it is exchanged in whole or in part for
Securities in definitive form, no Global Security may be transferred except as a
whole by the Depository to a nominee of such Depository or by a nominee of such
Depository to such
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Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor of such Depository or a nominee of such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the Senior Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or Holders thereof under the Senior Indenture,
including for purposes of receiving any reports delivered by the Company or the
Trustee pursuant to the Senior Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of DTC and,
if such Person is not a Participant, on the procedures of the Participant
through which such Person owns its interest, to exercise any rights of a Holder
under the Senior Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of Holders or that
an owner of a beneficial interest in such a Global Security desires to give or
take any action which a Holder is entitled to give or take under the Senior
Indenture, DTC would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by DTC to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global
Securities representing such Securities. None of the Company, the Trustee or any
other agent of the Company or agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests or for supervising or reviewing any
records relating to such
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beneficial ownership interests. The Company expects that DTC, upon receipt of
any payment of principal or any Supplemental Redemption Amount in respect of a
Global Security, will credit the accounts of the Participants with payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interest in such Global Security as shown on the records of DTC. The
Company also expects that payments by Participants to Beneficial Owners will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Securities will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $10 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Depository
from Participants with respect to ownership of beneficial interests in such
Global Securities.
Same-Day Settlement and Payment
All payments of principal and the Supplemental Redemption Amount, if any,
will be made by the Company in immediately available funds so long as the
Securities are maintained in book-entry form.
THE PORTFOLIO
General
While the Portfolio consists of stocks of certain companies involved in
various segments of the healthcare industry and the biotechnology industry, the
Portfolio is not intended to provide an indication of the pattern of price
movements of common stocks of healthcare and biotechnology corporations
generally. All of the Portfolio Securities are registered under the Exchange
Act. Companies with securities registered under the Exchange Act are required to
file periodically certain financial and other information specified by the
Commission. Information provided to or filed with the Commission is available at
the offices of the Commission and at the Web site specified under "Available
Information" in this Prospectus. Neither the Company nor MLPF&S makes any
representation or warranty as to the accuracy or completeness of such reports.
The inclusion of a Portfolio Security in the Portfolio is not a recommendation
to buy or sell such Portfolio Security and neither the Company nor any of its
affiliates make any representation to any purchaser of Securities as to the
performance of the Portfolio.
The Company or its affiliates may presently or from time to time engage in
business with one or more of the issuers of the Portfolio Securities, including
extending loans to, or making equity investments in, such issuers or providing
advisory services to such issuers, including merger and acquisition advisory
services. In the course of such business, the Company or its affiliates may
acquire non-public information with respect to such issuers and, in addition,
one or more affiliates of the Company may publish research reports with respect
to such issuers. The Company does not make any representation to any purchaser
of Securities with respect to any matters whatsoever relating to such issuers.
Any prospective purchaser of a Security should undertake an independent
investigation of the issuers of the Portfolio Securities as in its judgment is
appropriate to make an informed decision with respect to an investment in the
Securities.
Healthcare and Biotechnology Industries
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The healthcare industry is subject to various federal, state and local laws
and regulations which are frequently subject to change in many ways that can
affect the price of the stocks of companies involved in such industry.
A number of legislative bills and proposals to regulate, control or alter
substantially the methods of financing and delivering healthcare, including
proposals covering cost controls, imposition of charitable care requirements,
national health insurance, incentives for competition in the provision of
healthcare insurance premiums, catastrophic illness coverage under Medicare, a
voucher system for Medicare, and the promotion of prepaid healthcare plans, are
currently under discussion, and certain of such bills have been introduced in
Congress. There are wide variations among these bills and proposals, and the
effect of these bills and proposals on the healthcare industry cannot be
determined at this time. Because of the many possible financial effects that
could result from an enactment of any of these bills and proposals, it is not
possible at this time to predict with assurance the effect on the prices of
Portfolio Securities and therefore the Securities if any of these bills or
proposals were enacted.
The biotechnology industry segment is subject to many of the same factors
that affect the healthcare industry. In addition, the products produced by
biotechnology companies often entail costly research and development and can be
subject to extensive regulatory review prior to approval for sale.
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Computation of the Portfolio Value
The AMEX will generally calculate and disseminate the value of the Portfolio
based on the most recently reported prices of the Portfolio Securities (as
reported by the Exchanges), at approximately 15-second intervals during the
AMEX's business hours and at the end of each Portfolio Business Day via the
Consolidated Tape Association's Network B. The Portfolio Value, at any time,
will equal the sum of the products of such prices and the applicable Multipliers
for the Portfolio Securities. The Ending Portfolio Value, however, is calculated
by the Calculation Agent based on averaging the Portfolio Values reported by the
AMEX at the end of certain Portfolio Business Days. See "Description of
Securities--Payment at Maturity". The securities listed below are the Portfolio
Securities and will be used to calculate the value of the Portfolio. Holders of
the MITTS will not have any right to receive the Portfolio Securities. The
following table sets forth the issuers of the Portfolio Securities, the
exchanges, the percentage of each Portfolio Security in the Starting Portfolio
Value and the initial Multipliers:
<TABLE>
<CAPTION>
Approximate
Market
Capitalization % of Starting
Issuer of the Industry as of Portfolio Initial
Portfolio Security Exchanges Segment October 23, 1996 Value Multiplier
------------------- --------- -------- ---------------- ------- ----------
(In Millions)
<S> <C> <C> <C> <C> <C>
Amgen Inc.......................... Nasdaq Biotechnology 16,312.14 4% 0.0640000
Apria Healthcare Group Inc. ....... NYSE Health--Specialty 874.73 4% 0.2269504
Baxter International Inc........... NYSE Hospital Supplies 11,718.40 4% 0.0981595
Beverly Enterprises................ NYSE Health--Long Term Care 1,166.27 4% 0.3368421
Biogen, Inc. ...................... Nasdaq Biotechnology 2,870.02 4% 0.0487805
Chiron Corporation................. Nasdaq Biotechnology 3,270.62 4% 0.2077922
Columbia/HCA Healthcare
Corporation..................... NYSE Hospital Management 24,148.37 4% 0.1126761
Emcare Holdings Inc. .............. Nasdaq Health--Specialty 215.90 4% 0.1502347
Genzyme Corporation................ Nasdaq Biotechnology 1,629.46 4% 0.1649485
Genesis Health Ventures, Inc....... NYSE Health--Long Term Care 730.63 4% 0.1675393
Health Management Associates,
Inc............................. NYSE Hospital Management 2,495.82 4% 0.1729730
Healthsource, Inc. ................ NYSE Health Maintenance Organization 741.34 4% 0.3440860
Healthsouth Corporation............ NYSE Health--Specialty 5,909.69 4% 0.1038961
Humana Inc......................... NYSE Health Maintenance Organization 3,086.40 4% 0.2105263
Johnson & Johnson.................. NYSE Hospital Supplies 66,327.34 4% 0.0822622
Medpartners/Mullikin, Inc.......... NYSE Health Maintenance Organization 1,205.26 4% 0.1720430
Neuromedical Systems, Inc.......... Nasdaq Health--Specialty 516.75 4% 0.2162162
Olsten Corporation................. NYSE Health--Specialty 1,283.15 4% 0.1739130
Oxford Health Plans, Inc........... Nasdaq Health Maintenance Organization 3,441.59 4% 0.0871935
Phycor, Inc. ...................... Nasdaq Health Maintenance Organization 1,759.06 4% 0.1216730
Quorum Health Group, Inc. ......... Nasdaq Hospital Management 1,291.42 4% 0.1428571
Renal Treatment Centers, Inc. ..... NYSE Health--Specialty 683.50 4% 0.1361702
Tenet Healthcare Corporation....... NYSE Hospital Management 4,476.70 4% 0.1893491
Total Renal Care Holdings, Inc. ... NYSE Health--Specialty 1,119.74 4% 0.0932945
United Healthcare Corporation...... NYSE Health Maintenance Organization 6,657.24 4% 0.1126761
</TABLE>
The initial Multiplier relating to each Portfolio Security indicates the
number of shares of such Portfolio Security, given the market price of such
Portfolio Security, required to be included in the calculation of the Starting
Portfolio Value so that each Portfolio Security represents an equal percentage
of the Starting Portfolio Value. The price of each Portfolio Security used to
calculate the initial Multiplier relating to each such Portfolio Security was
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the closing price of such Portfolio Security on the Pricing Date. The respective
Multipliers will remain constant for the term of the Securities unless adjusted
for certain corporate events, as described below.
Adjustments to the Multiplier and Portfolio
The Multiplier with respect to any Portfolio Security and the Portfolio will
be adjusted as follows:
1. If a Portfolio Security is subject to a stock split or reverse stock
split, then once such split has become effective, the Multiplier relating to
such Portfolio Security will be adjusted to equal the product of the number of
shares issued with respect to one such share of such Portfolio Security and the
prior multiplier.
2. If a Portfolio Security is subject to a stock dividend (issuance of
additional shares of the Portfolio Security) that is given equally to all
holders of shares of the issuer of such Portfolio Security, then once the
dividend has become effective and such Portfolio Security is trading
ex-dividend, the Multiplier will be adjusted so that the new Multiplier shall
equal the former Multiplier plus the product of the number of shares of such
Portfolio Security issued with respect to one such share of such Portfolio
Security and the prior multiplier.
3. There will be no adjustments to the Multipliers to reflect cash dividends
or distributions paid with respect of a Portfolio Security other than for
Extraordinary Dividends as described below. A cash dividend with respect to a
Portfolio Security will be deemed to be an "Extraordinary Dividend" if such
dividend exceeds the immediately preceding non-Extraordinary Dividend for such
Portfolio Security by an amount equal to at least 10% of the market price on the
Portfolio Business Day preceding the record day for the payment of such
Extraordinary Dividend (the "ex-dividend date"). If an Extraordinary Dividend
occurs with respect to a Portfolio Security, the Multiplier with respect to such
Portfolio Security will be adjusted on the ex-dividend date with respect to such
Extraordinary Dividend so that the new Multiplier will equal the product of (i)
the then current Multiplier, and (ii) a fraction, the numerator of which is the
sum of the Extraordinary Dividend Amount and the market price on the Trading Day
preceding the ex-dividend date, and the denominator of which is the market price
on the Trading Day preceding the ex-dividend date. The "Extraordinary Dividend
Amount" with respect to an Extraordinary Dividend for a Portfolio Security will
equal such Extraordinary Dividend minus the amount of the immediately preceding
non-Extraordinary Dividend for such Portfolio Security.
4. If the issuer of a Portfolio Security is being liquidated or is subject
to a proceeding under any applicable bankruptcy, insolvency or other similar
law, such Portfolio Security will continue to be included in the Portfolio so
long as a market price for such Portfolio Security is available. If a market
price is no longer available for a Portfolio Security for whatever reason,
including the liquidation of the issuer of such Portfolio Security or the
subjection of the issuer of such Portfolio Security to a proceeding under any
applicable bankruptcy, insolvency or other similar law, then the value of such
Portfolio Security will equal zero in connection with calculating the Portfolio
Value and the Ending Portfolio Value for so long as no market price is
available, and no attempt will be made to find a replacement stock or increase
the value of the Portfolio to compensate for the deletion of such Portfolio
Security.
5. If the issuer of a Portfolio Security has been subject to a merger or
consolidation and is not the surviving entity or is nationalized, then a value
for such Portfolio Security will be determined at the time such issuer is merged
or consolidated or nationalized and will equal the last available market price
for such Portfolio Security and that value will be constant for the remaining
term of the Securities. At such time, no adjustment will be made to the
Multiplier of such Portfolio Security. The Company may at its sole discretion
increase such last available market price to reflect payments or dividends of
cash, securities or other consideration to holders of such Portfolio Security in
connection with such a merger or consolidation which may not be reflected in
such last available market price.
6. If the issuer of a Portfolio Security issues to all of its shareholders
equity securities that are publicly traded of an issuer other than the issuer of
the Portfolio Security, then such new equity securities will be added to the
Portfolio as a new Portfolio Security. The Multiplier for such new Portfolio
Security will equal the product of the
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original Multiplier with respect to the Portfolio Security for which the new
Portfolio Security is being issued (the "Original Portfolio Security") and the
number of shares of the new Portfolio Security issued with respect to one share
of the Original Portfolio Security.
No adjustments of any Multiplier of a Portfolio Security will be required
unless such adjustment would require a change of at least 1% in the Multiplier
then in effect. The Multiplier resulting from any of the adjustments specified
above will be rounded to the nearest one thousandth with five ten-thousandths
being rounded upward.
The AMEX expects that no adjustments to the Multiplier of any Portfolio
Security or to the Portfolio will be made other than those specified above,
however, the AMEX may at its discretion make adjustments to maintain the
economic intent of the Portfolio.
A potential investor should review the historical performance of the
Portfolio. The historical performance of the Index should not be taken as an
indication of future performance, and no assurance can be given that the
Portfolio will increase sufficiently to cause the beneficial owners of the
Securities to receive an amount in excess of the principal amount at the
maturity of the Securities.
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
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Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding
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Senior Debt Securities of any series may, with respect to such series, waive
past defaults under the Indenture and waive compliance by the Company with
certain provisions thereof.
Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
Solely for purposes of applying final Treasury regulations (the "Final
Regulations") concerning the United States Federal income tax treatment of
contingent payment debt instruments to the Securities, the Company has
determined that the projected payment schedule for the Securities will consist
of payment on the maturity date of the principal amount thereof and a
Supplemental Redemption Amount equal to $3.8425 per Unit. This represents an
estimated yield on the Securities equal to 6.61% per annum (compounded
semiannually).
The projected payment schedule (including both the projected Supplemental
Redemption Amount and the estimated yield on the Securities) has been determined
solely for United States Federal income tax purposes (i.e.,
17
<PAGE>
for purposes of applying the Final Regulations to the Securities), and is not a
prediction of what the actual Supplemental Redemption Amount will be, or that
the actual Supplemental Redemption Amount will even exceed zero.
The following table sets forth the amount of interest that will be deemed to
have accrued with respect to each Unit of the Securities during each accrual
period over the term of the Securities based upon the projected payment schedule
for the Securities (including both the projected Supplemental Redemption Amount
and the estimated yield equal to 6.61% per annum (compounded semiannually)) as
determined by the Company for purposes of the application of the Final
Regulations to the Securities:
<TABLE>
<CAPTION>
Total Interest Deemed
to Have Accrued on
Interest Deemed to Securities as of End
Accrue During Accrual of Accrual Period
Accrual Period Period (per Unit) (per Unit)
-------------- ----------------- ----------
<S> <C> <C>
October 30, 1996 through
April 30, 1997 ..................... $ 0.3305 $ 0.3305
May 1, 1997 through
October 31, 1997 ................... $ 0.3414 $ 0.6719
November 1, 1997 through
April 30, 1998 ..................... $ 0.3527 $ 1.0246
May 1, 1998 through
October 31, 1998 ................... $ 0.3644 $ 1.3890
November 1, 1998 through
April 30, 1999 ..................... $ 0.3764 $ 1.7654
May 1, 1999 through
October 31, 1999 ................... $ 0.3888 $ 2.1542
November 1, 1999 through
April 30, 2000 ..................... $ 0.4017 $ 2.5559
May 1, 2000 through
October 31, 2000 ................... $ 0.4150 $ 2.9709
November 1, 2000 through
April 30, 2001 ..................... $ 0.4287 $ 3.3996
May 1, 2001 through
October 31, 2001 ................... $ 0.4429 $ 3.8425
</TABLE>
Projected Supplemental Redemption Amount = $3.8425 per Unit
Investors in the Securities may also obtain the projected payment schedule,
as determined by the Company for purposes of the application of the Final
Regulations to the Securities, by submitting a written request for such
information to Merrill Lynch & Co., Inc., Attn: Richard D. Kreuder, Office of
the Corporate Secretary, 100 Church Street, New York, New York 10080.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating
18
<PAGE>
Results", "Financial Position" and "Common Share Data" for each of the five
years in the period ended December 27, 1996 included in the 1996 Annual Report
to Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
19
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
S&P 500 Market Index Target-Term Securities(SM) due September 16, 2002
("MITTS(R)")
On March 10, 1997, Merrill Lynch & Co., Inc. (the "Company") issued an
aggregate principal amount of $175,000,000 (17,500,000 Units) of S&P 500 Market
Index Target-Term Securities due September 16, 2002 (the "Securities" or
"MITTS"). Each $10 principal amount of Securities will be deemed a "Unit" for
purposes of trading and transfer at the Securities Depository described below.
Units will be transferable by the Securities Depository, as more fully described
below, in denominations of whole Units.
The Securities are debt securities of the Company, which were being issued
in denominations of $10 and integral multiples thereof, will bear no periodic
payments of interest and will mature on September 16, 2002. At maturity, a
beneficial owner of a Security will be entitled to receive, with respect to each
Security, the principal amount thereof plus an interest payment, if any (the
"Supplemental Redemption Amount"), based on the percentage increase, if any, in
the S&P 500 Composite Stock Price Index (the "Index") over the Starting Index
Value. The Supplemental Redemption Amount will in no event be less than zero.
The Securities are not redeemable or callable by the Company prior to maturity.
At maturity, a beneficial owner of a Security will receive the principal amount
of such Security plus the Supplemental Redemption Amount, if any, however, there
will be no other payment of interest, periodic or otherwise.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security, (B) the percentage increase from the Starting Index Value to the
Ending Index Value, and (C) the Participation Rate. The Starting Index Value
equals 813.65 which was the closing value of the Index on the date the
Securities were priced by the Company for initial sale to the public (the
"Pricing Date"). The Ending Index Value, as more particularly described herein,
will be the average (arithmetic mean) of the closing values of the Index on
certain days, or, if certain events occur, the closing value of the Index on a
single day prior to the maturity of the Securities. The Participation Rate
equals 101%.
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity, the calculation and the composition of the
Index, and certain tax consequences to beneficial owners of the Securities, see
"Description of Securities" and "The Index", respectively, in this Prospectus.
For other information that should be considered by prospective investors, see
"Risk Factors" beginning on page 4 of this Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Depository. Beneficial owners of the Securities will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Securities have been listed on the New York Stock Exchange under the
symbol "MIM".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the New York Stock Exchange, or off such exchange in negotiated
transactions, or otherwise. Sales will be made at prices related to prevailing
prices at the time of sale. The distribution of the Securities will conform to
the requirements set forth in the applicable sections of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
STANDARD & POOR'S CORPORATION ("S&P") DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE
AGREEMENT DESCRIBED HEREIN OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Commission maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
2
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ............... 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
3
<PAGE>
RISK FACTORS
Payment at Maturity
Supplemental Redemption Amount May be Zero. Investors should be aware that
if the Ending Index Value does not exceed the Starting Index Value, beneficial
owners of the Securities will receive only the principal amount thereof at
maturity, even if the value of the Index at some point between the issue date
and the maturity date of the Securities exceeded the Starting Index Value.
Yield may be Below Market Interest Rates on the Pricing Date. A beneficial
owner of the Securities may receive no Supplemental Redemption Amount at
maturity, or a Supplemental Redemption Amount that is below what the Company
would pay as interest as of the Pricing Date if the Company issued non-callable
senior debt securities with a similar maturity as that of the Securities. The
return of principal of the Securities at maturity and the payment of the
Supplemental Redemption Amount, if any, may not reflect the full opportunity
costs implied by inflation or other factors relating to the time value of money.
Yield on Securities will not Reflect Dividends. The Index does not reflect
the payment of dividends on the stocks underlying it and therefore the yield
based on the Index to the maturity of the Securities will not produce the same
yield as if such underlying stocks were purchased and held for a similar period.
State Law Limit on Interest Paid. Because the 1983 Indenture provides that
the Securities will be governed by and construed in accordance with the laws of
New York, certain usury laws of New York State may apply. Under present New York
law, the maximum rate of interest is 25% per annum on a simple interest basis.
This limit may not apply to Securities in which $2,500,000 or more has been
invested. While the Company believes that New York law would be given effect by
a state or Federal court sitting outside of New York, state laws frequently
regulate the amount of interest that may be charged to and paid by a borrower
(including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company will covenant for the benefit of the
Holders of the Securities, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Securities.
Trading
The Securities have been listed on the New York Stock Exchange under the
symbol "MIM". There is little precedent to indicate how the Securities will
trade in the secondary market or whether such market will be liquid.
It is expected that the trading value of the Securities in the secondary
market will be affected by the creditworthiness of the Company and by a number
of other factors. The trading value of the Securities is expected to depend
substantially on the extent of the appreciation, if any, of the Index over the
Starting Index Value. If, however, Securities are sold prior to the maturity
date at a time when the Index exceeds the Starting Index Value, the sale price
may be at a substantial discount from the amount expected to be payable to the
beneficial owner if such excess of the Index over the Starting Index Value were
to prevail until maturity of the Securities because of the possible fluctuation
of the Index between the time of such sale and the time that the Ending Index
Value is determined. Furthermore, the price at which a beneficial owner will be
able to sell Securities prior to maturity may be at a discount, which could be
substantial, from the principal amount thereof, if, at such time, the Index is
below, equal to, or not sufficiently above the Starting Index Value. A discount
could also result from rising interest rates.
In addition to the value of the Index, the trading value of the Securities
may be affected by a number of interrelated factors, including the
creditworthiness of the Company and those factors listed below. The relationship
among these factors is complex, including how these factors affect the relative
value of the principal amount of the Securities to be repaid at maturity and the
value of the Supplemental Redemption Amount, if any. Accordingly, investors
should be aware that factors other than the level of the Index are likely to
affect the Securities' trading value. The expected effect on the trading value
of the Securities of each of the factors listed below, assuming in each case
that all other factors are held constant, is as follows:
Interest Rates. Because the Securities repay at a minimum the principal
amount thereof at maturity, the trading value of the
4
<PAGE>
Securities will likely be affected by changes in interest rates. In general, if
U.S. interest rates increase, the trading value of the Securities is expected to
decrease. If U.S. interest rates decrease, the trading value of the Securities
is expected to increase. Interest rates may also affect the U.S. economy, and,
in turn, the value of the Index. Rising interest rates may lower the value of
the Index and, thus, the Securities. Falling interest rates may increase the
value of the Index and, thus, may increase the value of the Securities.
Volatility of the Index. If the volatility of the Index increases, the
trading value of the Securities is expected to increase. If the volatility of
the Index decreases, the trading value of the Securities is expected to
decrease.
Time Remaining to Maturity. The Securities may trade at a value above that
which may be inferred from the level of interest rates and the Index. This
difference will reflect a "time premium" due to expectations concerning the
value of the Index during the period prior to maturity of the Securities. As the
time remaining to maturity of the Securities decreases, however, this time
premium is expected to decrease, thus decreasing the trading value of the
Securities. In addition, the price at which a beneficial owner may be able to
sell Securities prior to maturity may be at a discount, which may be
substantial, from the principal amount of the Securities if the value of the
Index is below, equal to, or not sufficiently above the Starting Index Value.
Dividend Rates in the United States. If dividend rates on the stocks
comprising the Index increase, the value of the Securities is expected to
decrease. Conversely, if dividend rates on the stocks comprising the Index
decrease, the value of the Securities is expected to increase. However, in
general, rising U.S. corporate dividend rates may increase the value of the
Index and, in turn, increase the value of the Securities. Conversely, falling
U.S. dividend rates may decrease the value of the Index and, in turn, decrease
the value of the Securities.
The impact of the factors specified above, excluding the value of the Index,
may offset, partially or in whole, any increase in the trading value of the
Securities that is attributable to an increase in the value of the Index. For
example, an increase in U.S. interest rates may cause the Securities to trade at
a discount from their initial offering price, even if the Index has appreciated
significantly. In general, assuming all relevant factors are held constant, the
effect on the trading value of the Securities of a given change in interest
rates, Index volatility and/or dividend rates of stocks comprising the Index is
expected to be less if it occurs later in the term of the Securities than if it
occurs earlier in the term of the Securities. The effect on the trading value of
the Securities of a given appreciation of the Index in excess of the Starting
Index Value is expected to be greater if it occurs later in the term of the
Securities than if it occurs earlier in the term of the Securities, assuming all
other relevant factors are held constant.
The Index
The value of the Index and the Supplemental Redemption Amount, if any, may
be adversely affected by political, economic and other developments that affect
the stocks underlying the Index.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
MLPF&S or its affiliates may from time to time engage in transactions
involving the stocks underlying the Index for their proprietary accounts and for
other accounts under their management, which may influence the value of such
stocks and therefore the value of the Securities. MLPF&S and its affiliates will
also be the counterparties to the hedge of the Company's obligations under the
Securities. Accordingly, under certain circumstances, conflicts of interest may
arise between MLPF&S's responsibilities as Calculation Agent, as defined below,
with respect to the Securities and its obligations under its hedge and its
status as a subsidiary of the Company. Under certain circumstances, the duties
of MLPF&S as Calculation Agent in determining the existence of Market Disruption
Events could conflict with the interests of MLPF&S as an affiliate of the issuer
of the Securities, Merrill Lynch & Co., Inc., and with the interests of the
holders of the Securities.
5
<PAGE>
DESCRIPTION OF SECURITIES
General
The Securities are to be issued as a series of Senior Debt Securities under
the Senior Indenture, referred to as the "1983 Indenture", which is more fully
described in the accompanying Prospectus. The Securities will mature on
September 16, 2002.
While at maturity a beneficial owner of a Security will receive the
principal amount of such Security plus the Supplemental Redemption Amount, if
any, there will be no other payment of interest, periodic or otherwise. (See
"Payment at Maturity" below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities-Events of Default and Acceleration" in this Prospectus.
The Securities are to be issued in denominations of whole Units.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount, if any, all
as provided below. If the Ending Index Value does not exceed the Starting Index
Value, a beneficial owner of a Security will be entitled to receive only the
principal amount thereof.
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof ($10 for
each Unit) and (ii) the Supplemental Redemption Amount equal in amount to:
Ending Index Value-Starting Index Value
--------------------------------------- X Participation Rate
Principal Amount X Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The Starting Index Value equals 813.65, which was the closing
value of the Index on the date the Securities were priced by the Company for
initial sale to the public (i.e., the Pricing Date). The Participation Rate
equals 101%. The Ending Index Value will be determined by Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Calculation Agent") and will equal the average
(arithmetic mean) of the closing values of the Index determined on each of the
first five Calculation Days during the Calculation Period. If there are fewer
than five Calculation Days, then the Ending Index Value will equal the average
(arithmetic mean) of the closing values of the Index on such Calculation Days,
and if there is only one Calculation Day, then the Ending Index Value will equal
the closing value of the Index on such Calculation Day. If no Calculation Days
occur during the Calculation Period because of Market Disruption Events, then
the Ending Index Value will equal the closing value of the Index determined on
the last scheduled Index Business Day in the Calculation Period, regardless of
the occurrences of a Market Disruption Event on such day. The "Calculation
Period" means the period from and including the seventh scheduled Index Business
Day prior to the maturity date to and including the second scheduled Index
Business Day prior to the maturity date. "Calculation Day" means any Index
Business Day during the Calculation Period on which a Market Disruption Event
has not occurred. For purposes of determining the Ending Index Value, an "Index
Business Day" is a day on which the New York Stock Exchange and the American
Stock Exchange are open for trading and the Index or any Successor Index, as
defined below, is calculated and published. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and,
absent a determination by the Calculation Agent of a manifest error, shall be
conclusive for all purposes and binding on the Company and beneficial owners of
the Securities.
The following table illustrates, for a range of hypothetical Ending Index
Values, (i) the total amount payable at maturity for each $10 principal amount
of Securities, (ii) the total rate of return to beneficial owners of the
Securities, (iii) the pretax annualized rate of return to beneficial owners of
Securities and (iv) the pretax annualized rate of return of an investment in the
stocks underlying the Index (which includes an assumed aggregate dividend yield
of 1.80% per annum, as more fully described below).
6
<PAGE>
<TABLE>
<CAPTION>
Total Amount Pretax Annualized
Payable at Maturity Pretax Rate of Return of
Percentage Change per $10 Principal Total Rate of Annualized Rate Stocks Underlying
Hypothetical Ending Over the Starting Amount of Return on of Return on the
Index Value Index Value Securities the Securities the Securities(1) Index(1)(2)
----------- ----------- ---------- -------------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
406.83 -50% $10.00 0.00% 0.00% -10.43%
488.19 -40% $10.00 0.00% 0.00% -7.30%
569.56 -30% $10.00 0.00% 0.00% -4.60%
650.92 -20% $10.00 0.00% 0.00% -2.23%
732.29 -10% $10.00 0.00% 0.00% -0.12%
813.65(3) 0% $10.00 0.00% 0.00% 1.80%
895.02 10% $11.01 10.10% 1.76% 3.56%
976.38 20% $12.02 20.20% 3.37% 5.18%
1,057.75 30% $13.03 30.30% 4.87% 6.69%
1,139.11 40% $14.04 40.40% 6.26% 8.10%
1,220.48 50% $15.05 50.50% 7.56% 9.41%
1,301.84 60% $16.06 60.60% 8.79% 10.66%
1,383.21 70% $17.07 70.70% 9.95% 11.83%
1,464.57 80% $18.08 80.80% 11.05% 12.95%
1,545.94 90% $19.09 90.90% 12.10% 14.01%
1,627.30 100% $20.10 101.00% 13.09% 15.02%
1,708.67 110% $21.11 111.10% 14.04% 16.00%
1,790.03 120% $22.12 121.20% 14.95% 16.83%
</TABLE>
- ----------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(2) This rate of return assumes (i) an investment of a fixed amount in the
stocks underlying the Index with the allocation of such amount reflecting the
current relative weights of such stocks in the Index; (ii) a percentage change
in the aggregate price of such stocks that equals the percentage change in the
Index from the Starting Index Value to the relevant hypothetical Ending Index
Value; (iii) a constant dividend yield of 1.80% per annum, paid quarterly from
the date of initial delivery of Securities, applied to the value of the Index at
the end of each such quarter assuming such value increases or decreases linearly
from the Starting Index Value to the applicable hypothetical Ending Index Value;
(iv) no transaction fees or expenses; (v) a term for the Securities from March
14, 1997 to September 16, 2002; and (vi) a final Index value equal to the Ending
Index Value. The aggregate dividend yield of the stocks underlying the Index as
of March 10, 1997 was approximately 1.80%.
(3) This is the Starting Index Value.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the total and pretax
annualized rate of return resulting therefrom will depend entirely on the actual
Ending Index Value determined by the Calculation Agent as provided herein.
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index, or the value thereof, is
changed in any material respect, or if the Index is in any other way modified so
that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Ending Index Value is to be calculated, make such adjustments as,
in the good faith judgment of the Calculation Agent, may be necessary in order
to arrive at a calculation
7
<PAGE>
of a value of a stock index comparable to the Index as if such changes or
modifications had not been made, and calculate such closing value with reference
to the Index, as adjusted. Accordingly, if the method of calculating the Index
is modified so that the value of such Index is a fraction or a multiple of what
it would have been if it had not been modified (e.g., due to a split in the
Index), then the Calculation Agent shall adjust such Index in order to arrive at
a value of the Index as if it had not been modified (e.g., as if such split had
not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New York
Stock Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange or any other self regulatory
organization or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this definition), in
each case, for more than two hours of trading in 100 or more of the securities
included in the Index, or
(ii) the suspension or material limitation, in each case, for more than two
hours of trading (whether by reason of movements in price otherwise exceeding
levels permitted by the relevant exchange or otherwise) in (A) futures contracts
related to the Index which are traded on the Chicago Mercantile Exchange or (B)
option contracts related to the Index which are traded on the Chicago Board
Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
Discontinuance of the Index
If S&P discontinues publication of the Index and S&P or another entity
publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be comparable to such Index (any such index being
referred to hereinafter as a "Successor Index"), then, upon the Calculation
Agent's notification of such determination to the Trustee and the Company, the
Calculation Agent will substitute the Successor Index as calculated by S&P or
such other entity for the Index and calculate the Ending Index Value as
described above under "Payment at Maturity". Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice thereof
to be given to Holders of the Securities.
If S&P discontinues publication of the Index and a Successor Index is not
selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount at maturity
will be a value computed by the Calculation Agent for each Calculation Day in
accordance with the procedures last used to calculate the Index prior to any
such discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If S&P discontinues publication of the Index prior to the period during
which the Supplemental Redemption Amount is to be determined and the Calculation
Agent determines that no Successor Index is available at such time, then on each
Business Day until the earlier to occur of (i) the determination of the Ending
Index Value and (ii) a determination by the Calculation Agent that a Successor
Index is available, the Calculation Agent shall determine the value that would
be used in computing the Supplemental Redemption Amount as described in the
preceding paragraph as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be made
available by telephone. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Index may adversely affect trading in
the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities, with respect to each
$10 principal amount thereof,
8
<PAGE>
will be equal to: (i) the initial issue price ($10), plus (ii) an additional
amount of contingent interest calculated as though the date of early repayment
were the maturity date of the Securities. See "Description of Securities-Payment
at Maturity" in this Prospectus. If a bankruptcy proceeding is commenced in
respect of the Company, the claim of the beneficial owner of a Security may be
limited, under Section 502(b)(2) of Title 11 of the United States Code, to the
principal amount of the Security plus an additional amount of contingent
interest calculated as though the date of the commencement of the proceeding
were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 6.75% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Depository
Upon issuance, all Securities will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company
("DTC"), as Depository, registered in the name of DTC or a nominee thereof.
Unless and until it is exchanged in whole or in part for Securities in
definitive form, no Global Security may be transferred except as a whole by the
Depository to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor of such Depository or a nominee of such
successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. DTC was created to hold securities of its participants ("Participants")
and to facilitate the clearance and settlement of securities transactions among
its Participants in such securities through electronic book-entry changes in
accounts of the Participants, thereby eliminating the need for physical movement
of securities certificates. DTC's Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the 1983 Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or Holders thereof under the 1983 Indenture,
including for purposes of receiving any reports delivered by the Company or the
Trustee pursuant to the 1983 Indenture. Accordingly, each Person owning a
beneficial interest in a Global Security must rely on the procedures of DTC and,
if such Person is not a Participant, on the procedures of the
9
<PAGE>
Participant through which such Person owns its interest, to exercise any rights
of a Holder under the 1983 Indenture. The Company understands that under
existing industry practices, in the event that the Company requests any action
of Holders or that an owner of a beneficial interest in such a Global Security
desires to give or take any action which a Holder is entitled to give or take
under the 1983 Indenture, DTC would authorize the Participants holding the
relevant beneficial interests to give or take such action, and such Participants
would authorize Beneficial Owners owning through such Participants to give or
take such action or would otherwise act upon the instructions of Beneficial
Owners. Conveyance of notices and other communications by DTC to Participants,
by Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global
Securities representing such Securities. None of the Company, the Trustee or any
other agent of the Company or agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests or for supervising or reviewing any
records relating to such beneficial ownership interests. The Company expects
that DTC, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of DTC. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Securities will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $10 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Depository
from Participants with respect to ownership of beneficial interests in such
Global Securities.
Same-Day Settlement and Payment
Settlement for the Securities will be made by the Underwriter in immediately
available funds. All payments of principal and the Supplemental Redemption
Amount, if any, will be made by the Company in immediately available funds so
long as the Securities are maintained in book-entry form.
THE INDEX
All disclosure contained in this Prospectus regarding the Index, including,
without limitation, its make-up, method of calculation and changes in its
components, is derived from publicly available information prepared by S&P.
Neither the Company nor the Underwriter takes any responsibility for the
accuracy or completeness of such information.
General
The Index is published by S&P and is intended to provide an indication of
the pattern of common stock price movement. The calculation of the value of the
Index (discussed below in further detail) is based on the relative value of the
aggregate Market Value (as defined below) of the common stocks of 500 companies
as of a particular time as compared to the aggregate average Market Value of the
common stocks of 500 similar companies during the base period of the years 1941
through 1943. As of December 31, 1996, the 500 companies included in the Index
represented approximately 88% of the aggregate Market Value of common stocks
traded on The New York Stock Exchange; however, these 500 companies are not the
500 largest companies listed on The New York Stock Exchange and not all of these
500 companies are listed on such exchange. As of December 31, 1996, the
aggregate market value of the 500 companies included in the Index represented
approximately 71% of the aggregate market value of United States domestic,
public companies. S&P chooses companies for inclusion in the Index with the aim
of achieving a distribution by broad
10
<PAGE>
industry groupings that approximates the distribution of these groupings in the
common stock population of The New York Stock Exchange, which S&P uses as an
assumed model for the composition of the total market. Relevant criteria
employed by S&P include the viability of the particular company, the extent to
which that company represents the industry group to which it is assigned, the
extent to which the market price of that Company's common stock is generally
responsive to changes in the affairs of the respective industry and the Market
Value and trading activity of the common stock of that company. As of December
31, 1996, the 500 companies included in the Index were divided into 105
individual groups. These individual groups comprised the following four main
groups of companies (with the number of companies currently included in each
group indicated in parentheses): Industrials (381), Utilities (40),
Transportation (12) and Financial (67). S&P may from time to time, in its sole
discretion, add companies to, or delete companies from, the Index to achieve the
objectives stated above.
Computation of the Index
S&P currently computes the Index as of a particular time as follows:
(1) the product of the market price per share and the number of then
outstanding shares of each component stock is determined as of such time (such
product referred to as the "Market Value" of such stock);
(2) the Market Value of all component stocks as of such time (as determined
under clause (1) above) are aggregated;
(3) the mean average of the Market Values as of each week in the base period
of the years 1941 through 1943 of the common stock of each company in a group of
500 substantially similar companies is determined;
(4) the mean average Market Values of all such common stocks over such base
period (as determined under clause (3) above) are aggregated (such aggregate
amount being referred to as the "Base Value");
(5) the aggregate Market Value of all component stocks as of such time (as
determined under clause (2) above) is divided by the Base Value; and
(6) the resulting quotient (expressed in decimals) is multiplied by ten.
While S&P currently employs the above methodology to calculate the Index, no
assurance can be given that S&P will not modify or change such methodology in a
manner that may affect the Supplemental Redemption Amount, if any, payable to
beneficial owners of Securities upon maturity or otherwise.
S&P adjusts the foregoing formula to negate the effect of changes in the
Market Value of a component stock that are determined by S&P to be arbitrary or
not due to true market fluctuations. Such changes may result from such causes as
the issuance of stock dividends, the granting to shareholders of rights to
purchase additional shares of such stock, the purchase thereof by employees
pursuant to employee benefit plans, certain consolidations and acquisitions, the
granting to shareholders of rights to purchase other securities of the company,
the substitution by S&P of particular component stocks in the Index, and other
reasons. In all such cases, S&P first recalculates the aggregate Market Value of
all component stocks (after taking account of the new market price per share of
the particular component stock or the new number of outstanding shares thereof
or both, as the case may be) and then determines the New Base Value in
accordance with the following formula:
New Market Value
Old Base Value X -------------------- = New Base Value
Old Market Value
The result is that the Base Value is adjusted in proportion to any change in
the aggregate Market Value of all component stocks resulting from the causes
referred to above to the extent necessary to negate the effects of such causes
upon the Index.
11
<PAGE>
License Agreement
S&P and Merrill Lynch Capital Services, Inc. have entered into a
non-exclusive license agreement providing for the license to Merrill Lynch
Capital Services, Inc., in exchange for a fee, of the right to use indices owned
and published by S&P in connection with certain securities, including the
Securities, and the Company is an authorized sublicensee thereof.
The license agreement between S&P and Merrill Lynch Capital Services, Inc.
provides that the following language must be stated in this Prospectus:
"The Securities are not sponsored, endorsed, sold or promoted by S&P.
S&P makes no representation or warranty, express or implied, to the Holders
of the Securities or any member of the public regarding the advisability of
investing in securities generally or in the Securities particularly or the
ability of the Index to track general stock market performance. S&P's only
relationship to Merrill Lynch Capital Services, Inc. and the Company (other
than transactions entered into in the ordinary course of business) is the
licensing of certain servicemarks and trade names of S&P and of the Index
which is determined, composed and calculated by S&P without regard to the
Company or the Securities. S&P has no obligation to take the needs of the
Company or the Holders of the Securities into consideration in determining,
composing or calculating the Index. S&P is not responsible for and has not
participated in the determination of the timing of the sale of the
Securities, prices at which the Securities are to initially be sold, or
quantities of the Securities to be issued or in the determination or
calculation of the equation by which the Securities are to be converted into
cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the Securities."
OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
12
<PAGE>
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
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Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial
14
<PAGE>
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act of 1933, as amended (the "Act"),
for any such report on unaudited interim financial information because any such
report is not a "report" or a "part" of the registration statement prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
15
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
P R O S P E C T U S
Merrill Lynch & Co., Inc.
Top Ten Yield Market Index Target-Term Securities(sm) due August 15, 2006
("MITTS(R)")
On August 12, 1996, Merrill Lynch & Co., Inc. (the "Company") issued
$35,000,000 aggregate principal amount (3,500,000 Units) of Top Ten Yield Market
Index Target-Term Securities due August 15, 2006 (the "Securities" or the
"MITTS"). Each $10 principal amount of the Securities will be deemed a "Unit"
for purposes of trading and transfer at the Depository described below. Units
will be transferable by the Depository, as more fully described below, in
denominations of whole Units.
The Securities are debt securities of the Company, which were issued in
denominations of $10 and integral multiples thereof, will bear no periodic
payments of interest and will mature on August 15, 2006. At maturity, a
beneficial owner of a Security will be entitled to receive, with respect to each
Security, the principal amount thereof plus an interest payment (the
"Supplemental Redemption Amount") based on the percentage increase, if any, in
the Top Ten Yield Index (the "Index") over the Starting Index Value. The
Supplemental Redemption Amount will in no event be less than $2.40 per $10
principal amount of the Securities (the "Minimum Supplemental Redemption
Amount"), representing a minimum yield-to-maturity of 2.16% per annum calculated
on a semi-annual bond equivalent basis. The Index will reflect the price
movements and cash dividends on a portfolio of ten common stocks with the
highest dividend yields in the Dow Jones Industrial Average* (the "DJIA") on
July 26, 1996 that will be reconstituted annually to reflect the stocks having
the highest dividend yields in the DJIA (the "Top Ten Yield Stocks"), as more
particularly described herein. Subject to certain exceptions, the Index will be
reduced each calendar quarter by a value equal to 0.4375% of the then current
Index value. The Securities are not redeemable or callable by the Company prior
to maturity. While at maturity a beneficial owner of a Security will receive the
principal amount of such Security plus the Supplemental Redemption Amount there
will be no other payment of interest, periodic or otherwise.
The Supplemental Redemption Amount payable with respect to a Security at
maturity will equal the product of (A) the principal amount of the applicable
Security, and (B) the percentage increase from the Starting Index Value to the
Ending Index Value, however, in no event will the Supplemental Redemption Amount
be less than the Minimum Supplemental Redemption Amount. The Starting Index
Value, as more particularly described herein, was set to 100 on the date the
Securities were priced by the Company for initial sale to the public ("the
Pricing Date"). The Ending Index Value, as more particularly described herein,
will be the average (arithmetic mean) of the closing values of the Index on
certain days, or, if certain events occur, the closing value of the Index on a
single day prior to the maturity of the Securities.
For information as to the calculation of the Supplemental Redemption Amount
which will be paid at maturity, the calculation and the composition of the
Index, see "Description of Securities" and "The Index", respectively, in this
Prospectus. For other information that should be considered by prospective
investors, see "Risk Factors" beginning on page 3 of this Prospectus.
Ownership of the Securities will be maintained in book-entry form by or
through the Depository. Beneficial owners of the Securities will not have the
right to receive physical certificates evidencing their ownership except under
the limited circumstances described herein.
The Securities have been listed on the American Stock Exchange (the "AMEX")
under the symbol "MTT".
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus has been prepared in connection with the Securities and is
to be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Securities.
MLPF&S may act as principal or agent in such transactions. The Securities may be
offered on the AMEX, or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the Securities will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules to the
By-Laws of the National Association of Securities Dealers, Inc.
------------------
Merrill Lynch & Co.
------------------
The date of this Prospectus is ________, 1997.
(R)"MITTS" is a registered service mark and (sm)"Market Index Target-Term
Securities" is a service mark of Merrill Lynch & Co., Inc.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, the AMEX, the Chicago Stock Exchange
and the Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the Securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered Securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to its date.
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Asset Management, LP and Fund Asset Management, LP together constitute one
of the largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Government Securities Inc. is a primary dealer in
obligations issued or guaranteed by the U.S. Government and its agencies.
Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative Products AG, and
Merrill Lynch Capital Markets PLC are the Company's primary derivative product
dealers and enter into interest rate and currency swaps and other derivative
transactions as intermediaries and as principals. The Company's insurance
underwriting operations consist of the underwriting of life insurance and
annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................ 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RISK FACTORS
Payment at Maturity
Supplemental Redemption Amount May Equal Minimum Supplemental Redemption
Amount. Investors should be aware that if the Ending Index Value does not exceed
the Starting Index Value by more than 24%, beneficial owners of the Securities
will receive at maturity only the principal amount thereof and the Minimum
Supplemental Redemption Amount, even if the value of the Index at some point
between the issue date and the maturity date of the Securities exceeded such
amounts.
3
<PAGE>
Yield may be Below Market Interest Rates on the Pricing Date. The Minimum
Supplemental Redemption Amount is below what the Company would pay as interest
as of the Pricing Date if the Company issued non-callable senior debt securities
with a similar maturity as that of the Securities. The return of principal of
the Securities at maturity and the payment of the Minimum Supplemental
Redemption Amount may not reflect the full opportunity costs implied by
inflation or other factors relating to the time value of money.
Yield on Securities will not Reflect Yield on Securities Underlying the
Index. While the Index does reflect the payment of dividends on the stocks
underlying the Index as described in more detail below, the yield based on the
Index to the maturity of the Securities will not produce the same yield as if
such underlying stocks were purchased and held for a similar period. At the end
of each calendar quarter, the dividends accrued on the stocks underlying the
Index will be incorporated into the Index by adjusting the Share Multipliers of
such stocks and such amounts will thereafter be subject to the price movements
of such stocks. In addition, as described in more detail below, at the end of
each calendar quarter, an amount equal to 0.4375% of the current value of the
Index will be deducted from the value of the Index, provided that (i) there will
be no deduction at the end of the calendar quarter ending in September 1996 and
the deduction at the end of the calendar quarter ending in December 1996 will be
increased to reflect the quarterly rate of 0.4375% prorated for the period from
the date of the issuance of the Securities through the end of the calendar
quarter in December 1996, and (ii) there will be a prorated amount deducted on
July 31, 2006 equal to 0.1507% of the then current Index value to reflect the
quarterly rate of 0.4375% for the period from July 1, 2006 through July 31,
2006. Although the Index is based on stocks which are selected based on
dividends paid, the Securities will not pay any interest, periodic or otherwise,
prior to their maturity.
State Law Limit on Interest Paid. Because the Senior Indenture (as defined
below) provides that the Securities are governed by and construed in accordance
with the laws of New York, certain usury laws of New York State may apply. Under
present New York law, the maximum rate of interest is 25% per annum on a simple
interest basis. This limit may not apply to Securities in which $2,500,000 or
more has been invested. While the Company believes that New York law would be
given effect by a state or Federal court sitting outside of New York, state laws
frequently regulate the amount of interest that may be charged to and paid by a
borrower (including, in some cases, corporate borrowers). It is suggested that
prospective investors consult their personal advisors with respect to the
applicability of such laws. The Company will covenant for the benefit of the
Holders of the Securities, to the extent permitted by law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Securities.
Trading
The Securities have been listed on the AMEX under the symbol "MTT". It is
expected that the secondary market for the Securities will be affected by the
creditworthiness of the Company and by a number of other factors.
The trading value of the Securities is expected to depend substantially on
the extent of the appreciation, if any, of the Index over the Starting Index
Value. If, however, Securities are sold prior to the maturity date at a time
when the Index exceeds the Starting Index Value, the sale price may be at a
substantial discount from the amount expected to be payable to the beneficial
owner if such excess of the Index over the Starting Index Value were to prevail
until maturity of the Securities because of the possible fluctuation of the
Index between the time of such sale and the time that the Ending Index Value is
determined. Furthermore, the price at which a beneficial owner will be able to
sell Securities prior to maturity may be at a discount, which could be
substantial, from the principal amount thereof, if, at such time, the Index is
below, equal to, or not sufficiently above the Starting Index Value. A discount
could also result from rising interest rates.
In addition to the value of the Index, the trading value of the Securities
may be affected by a number of interrelated factors, including the
creditworthiness of the Company and those factors listed below. The relationship
among these factors is complex, including how these factors affect the relative
value of the principal amount of the Securities to be repaid at maturity and the
value of the Supplemental Redemption Amount. Accordingly, investors
4
<PAGE>
should be aware that factors other than the level of the Index are likely to
affect the Securities' trading value. The expected effect on the trading value
of the Securities of each of the factors listed below, assuming in each case
that all other factors are held constant, is as follows:
Interest Rates. Because the Securities repay at a minimum the principal
amount thereof at maturity, the trading value of the Securities will likely be
affected by changes in interest rates. In general, if U.S. interest rates
increase, the trading value of the Securities is expected to decrease. If U.S.
interest rates decrease, the trading value of the Securities is expected to
increase. Interest rates may also affect the U.S. economy, and, in turn, the
value of the Index. Rising interest rates may lower the value of the Index and,
thus, may decrease the trading value of the Securities. Falling interest rates
may increase the value of the Index and, thus, may increase the trading value of
the Securities.
Volatility of the Index. If the volatility of the Index increases, the
trading value of the Securities is expected to increase. If the volatility of
the Index decreases, the trading value of the Securities is expected to
decrease.
Time Remaining to Maturity. The Securities may trade at a value above that
which may be inferred from the level of interest rates and the Index. This
difference will reflect a "time premium" due to expectations concerning the
value of the Index during the period prior to maturity of the Securities. As the
time remaining to maturity of the Securities decreases, however, this time
premium is expected to decrease, thus decreasing the trading value of the
Securities. In addition, the price at which a beneficial owner may be able to
sell Securities prior to maturity may be at a discount, which may be
substantial, from the principal amount of the Securities if the value of the
Index is below, equal to, or not sufficiently above the Starting Index Value.
The impact of the factors specified above, excluding the value of the Index,
may offset, partially or in whole, any increase in the trading value of the
Securities that is attributable to an increase in the value of the Index. For
example, an increase in U.S. interest rates may cause the Securities to trade at
a discount from their initial offering price, even if the Index has appreciated
significantly. In general, assuming all relevant factors are held constant, the
effect on the trading value of the Securities of a given change in interest
rates and/or Index volatility is expected to be less if it occurs later in the
term of the Securities than if it occurs earlier in the term of the Securities.
The effect on the trading value of the Securities of a given appreciation of the
Index in excess of the Starting Index Value is expected to be greater if it
occurs later in the term of the Securities than if it occurs earlier in the term
of the Securities, assuming all other relevant factors are held constant.
The Index
The value of the Index and the Supplemental Redemption Amount, if any, may
be adversely affected by political, economic and other developments that affect
the Top Ten Yield Stocks. The stocks underlying the Index will be adjusted
annually as more fully described below, see "The Index" in this Prospectus.
Other Considerations
It is suggested that prospective investors who consider purchasing the
Securities should reach an investment decision only after carefully considering
the suitability of the Securities in light of their particular circumstances.
Investors should also consider the tax consequences of investing in the
Securities and should consult their tax advisors.
MLPF&S or its affiliates may from time to time engage in transactions
involving the Top Ten Yield Stocks underlying the Index for their proprietary
accounts and for other accounts under their management, which may influence the
value of such stocks and therefore the value of the Securities. MLPF&S and its
affiliates will also be the counterparties to the hedge of the Company's
obligations under the Securities. Accordingly, under certain circumstances,
conflicts of interest may arise between MLPF&S's responsibilities as Calculation
Agent with respect to the Securities and its obligations under its hedge and its
status as a subsidiary of the Company. Under certain circumstances, the duties
of MLPF&S as Calculation Agent in determining the existence of Market Disruption
5
<PAGE>
Events could conflict with the interests of MLPF&S as an affiliate of the issuer
of the Securities, Merrill Lynch & Co., Inc., and with the interests of the
holders of the Securities.
DESCRIPTION OF SECURITIES
General
The Securities were issued as a series of Senior Debt Securities under the
Senior Indenture, referred to as the "Senior Indenture", which is more fully
described below. The Securities will mature on August 15, 2006.
At maturity, a beneficial owner of a Security will receive the principal
amount of such Security plus the Supplemental Redemption Amount, if any,
however, there will be no other payment of interest, periodic or otherwise. (See
"Payment at Maturity" below.)
The Securities are not subject to redemption by the Company or at the option
of any beneficial owner prior to maturity. Upon the occurrence of an Event of
Default with respect to the Securities, beneficial owners of the Securities may
accelerate the maturity of the Securities, as described under "Description of
Securities--Events of Default and Acceleration" in this Prospectus and "Other
Terms--Events of Default" in this Prospectus.
The Securities were issued in denominations of whole Units.
Payment at Maturity
At maturity, a beneficial owner of a Security will be entitled to receive
the principal amount thereof plus a Supplemental Redemption Amount all as
provided below. If the Ending Index Value does not exceed the Starting Index
Value by more than 24%, a beneficial owner of a Security will be entitled to
receive only the principal amount thereof and the Minimum Supplemental
Redemption Amount.
At maturity, a beneficial owner of a Security will be entitled to receive,
with respect to each such Security, (i) the principal amount thereof ($10 for
each Unit), and (ii) the Supplemental Redemption Amount equal in amount to:
Principal Amount X Ending Index Value--Starting Index Value
----------------------------------------
Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than $2.40 per $10 principal amount of the Securities. The Minimum
Supplemental Redemption Amount is equivalent to a rate of return of
6
<PAGE>
2.16% per annum calculated on a semi-annual bond equivalent basis. The Starting
Index Value was set to 100 on the Pricing Date. The Ending Index Value will be
determined by MLPF&S (the "Calculation Agent") and will equal the average
(arithmetic mean) of the closing values of the Index determined on each of the
first five Calculation Days during the Calculation Period. If there are fewer
than five Calculation Days, then the Ending Index Value will equal the average
(arithmetic mean) of the closing values of the Index on such Calculation Days,
and if there is only one Calculation Day, then the Ending Index Value will equal
the closing value of the Index on such Calculation Day. If no Calculation Days
occur during the Calculation Period because of Market Disruption Events, then
the Ending Index Value will equal the closing value of the Index determined on
the last scheduled Index Business Day in the Calculation Period, regardless of
the occurrence of a Market Disruption Event on such day. The "Calculation
Period" means the period from and including the seventh scheduled Index Business
Day prior to the maturity date to and including the second scheduled Index
Business Day prior to the maturity date. "Calculation Day" means any Index
Business Day during the Calculation Period on which a Market Disruption Event
has not occurred. For purposes of determining the Ending Index Value, an "Index
Business Day" is a day on which the New York Stock Exchange and AMEX are open
for trading and trading generally occurs in the over-the-counter market for
equity securities and the Index is calculated and published by the AMEX. All
determinations made by the Calculation Agent shall be at the sole discretion of
the Calculation Agent and, absent a determination by the Calculation Agent of a
manifest error, shall be conclusive for all purposes and binding on the Company
and beneficial owners of the Securities.
The following table illustrates, for a range of hypothetical Ending Index
Values, (i) the total amount payable at maturity for each $10 principal amount
of Securities, (ii) the pretax annualized rate of return to beneficial owners of
Securities, and (iii) the pretax annualized rate of return of an investment in
the stocks underlying the Index, as adjusted from time to time, that experience
the same price changes and dividend payments necessary to produce the indicated
hypothetical Ending Index Value (which reflects a deduction from the value of
the Index at the end of each calendar quarter equal to 0.4375% of the then
current Index value). The pretax annualized rate of return of the stocks
underlying the Index illustrated below is intended to reflect the return that
might be earned by an investor who seeks to replicate the Index return by
trading in the actual stocks underlying the Index and differs from the pretax
annualized rate of return on the Securities because of the percentage deducted
from the value of the Index each calendar quarter equal to 0.4375% of the then
current Index value. Investors seeking to replicate the Index return by trading
in the actual underlying stocks would not incur this periodic deduction although
they might incur commissions and other transaction-related costs.
7
<PAGE>
<TABLE>
<CAPTION>
Total Pretax Pretax Annualized
Percentage Change Amount Annualized Rate of Rate of Return of
Hypothetical Ending Over the Starting Payable at Return on the Stock Underlying
Index Value Index Value Maturity Securities(1) Index(1)(2)
----------- ----------- -------- ------------- -----------
<S> <C> <C> <C> <C>
50 -50% $ 12.40 2.16% -5.09%
60 -40% $ 12.40 2.16% -3.31%
70 -30% $ 12.40 2.16% -1.80%
80 -20% $ 12.40 2.16% -0.47%
90 -10% $ 12.40 2.16% 0.70%
100 0% $ 12.40 2.16% 1.75%
110 10% $ 12.40 2.16% 2.71%
120 20% $ 12.40 2.16% 3.59%
130 30% $ 13.00 2.64% 4.41%
140 40% $ 14.00 3.39% 5.16%
150 50% $ 15.00 4.10% 5.87%
160 60% $ 16.00 4.76% 6.53%
170 70% $ 17.00 5.38% 7.15%
180 80% $ 18.00 5.97% 7.74%
190 90% $ 19.00 6.52% 8.30%
200 100% $ 20.00 7.05% 8.84%
210 110% $ 21.00 7.56% 9.35%
220 120% $ 22.00 8.04% 9.83%
230 130% $ 23.00 8.50% 10.30%
240 140% $ 24.00 8.94% 10.74%
250 150% $ 25.00 9.37% 11.17%
260 160% $ 26.00 9.78% 11.58%
270 170% $ 27.00 10.17% 11.98%
280 180% $ 28.00 10.56% 12.37%
290 190% $ 29.00 10.93% 12.74%
300 200% $ 30.00 11.28% 13.10%
310 210% $ 31.00 11.63% 13.44%
320 220% $ 32.00 11.97% 13.78%
330 230% $ 33.00 12.29% 14.11%
340 240% $ 34.00 12.61% 14.43%
350 250% $ 35.00 12.92% 14.74%
360 260% $ 36.00 13.22% 15.04%
370 270% $ 37.00 13.51% 15.33%
380 280% $ 38.00 13.80% 15.62%
390 290% $ 39.00 14.07% 15.90%
400 300% $ 40.00 14.34% 16.17%
</TABLE>
- ----------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(2) This rate of return assumes, in addition to the price changes and dividend
payments described above, (i) an initial investment of a fixed amount in the
Top Ten Yield Stocks with the allocation of such amount reflecting an equal
dollar-weighted portfolio of such stocks in the Index; (ii) a reconstruction
of this portfolio investment on each Anniversary Date so as to be an
equal-dollar weighted portfolio of the ten common stocks in the DJIA having
the highest Dividend Yield on the second scheduled Index Business Day prior
to each such Anniversary
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Date; (iii) a compounded quarterly rate of return on the stocks which is
greater than the compounded quarterly return on the Index by 0.4375% (the
amount of the quarterly deduction applied to the Index), with dividends
being reinvested on a quarterly basis; (iv) no transaction fees or expenses;
(v) an investment term equal to the term of the Securities; and (vi) a final
Index value equal to the Ending Index Value.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by investors and the pretax annualized
rate of return resulting therefrom will depend entirely on the actual Ending
Index Value determined by the Calculation Agent as provided herein. Historical
data regarding the Index is included in this Prospectus under "The
Index--Historical Data on the Index".
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index, or the value thereof, is
changed in any material respect, or if the Index is in any other way modified so
that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Ending Index Value is to be calculated, make such adjustments as,
in the good faith judgment of the Calculation Agent, may be necessary in order
to arrive at a calculation of a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate such
closing value with reference to the Index, as adjusted. Accordingly, if the
method of calculating the Index is modified so that the value of such Index is a
fraction or a multiple of what it would have been if it had not been modified
(e.g., due to a split in the Index), then the Calculation Agent shall adjust
such Index in order to arrive at a value of the Index as if it had not been
modified (e.g., as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New York
Stock Exchange Rule 80A (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange or any other self regulatory
organization or the Commission of similar scope as determined by the Calculation
Agent) on trading during significant market fluctuations shall be considered
"material" for purposes of this definition), in the trading of one or more of
the Top Ten Yield Stocks on any exchange in the United States or in the
over-the-counter market for more than two hours of trading or during the period
one-half hour prior to the close of such trading, or
(ii) the suspension or material limitation (whether by reason of movements
in price otherwise exceeding levels permitted by the relevant exchange or
otherwise) in option contracts related to one or more of the Top Ten Yield
Stocks traded on any exchange for more than two hours of trading or during the
period one-half hour prior to the close of such trading.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading will not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
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Discontinuance of the Index
If the AMEX discontinues publication of the Index and the AMEX or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to such Index (any such
index being referred to hereinafter as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee (as
defined below) and the Company, the Calculation Agent will substitute the
Successor Index as calculated by the AMEX or such other entity for the Index and
calculate the Ending Index Value as described above under "Payment at Maturity".
Upon any selection by the Calculation Agent of a Successor Index, the Company
shall cause notice thereof to be given to Holders of the Securities.
If the AMEX discontinues publication of the Index and a Successor Index is
not selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount at maturity
will be a value computed by the Calculation Agent for each Calculation Day in
accordance with the procedures last used to calculate the Index prior to any
such discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If the AMEX discontinues publication of the Index prior to the period during
which the Supplemental Redemption Amount is to be determined and the Calculation
Agent determines that no Successor Index is available at such time, then on each
Business Day until the earlier to occur of (i) the determination of the Ending
Index Value and (ii) a determination by the Calculation Agent that a Successor
Index is available, the Calculation Agent shall determine the value that would
be used in computing the Supplemental Redemption Amount as described in the
preceding paragraph as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation) (the "WSJ"), and arrange for information with respect to such
values to be made available by telephone. Notwithstanding these alternative
arrangements, discontinuance of the publication of the Index may adversely
affect trading in the Securities.
Events of Default and Acceleration
In case an Event of Default with respect to any Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
Security upon any acceleration permitted by the Securities, with respect to each
$10 principal amount thereof, will be equal to: (i) the initial issue price
($10), plus (ii) an additional amount of contingent interest calculated as
though the date of early repayment were the maturity date of the Securities. The
Minimum Supplemental Redemption Amount with respect to any such early redemption
date will be an amount equal to the interest which would have accrued on the
Securities from and including the date of original issuance to but excluding the
date of early redemption at an annualized rate of 2.16%, calculated on a
semi-annual bond equivalent basis. See "Description of Securities--Payment at
Maturity" in this Prospectus. If a bankruptcy proceeding is commenced in respect
of the Company, the claim of the beneficial owner of a Security may be limited,
under Section 502(b)(2) of Title 11 of the United States Code, to the principal
amount of the Security plus an additional amount of contingent interest
calculated as though the date of the commencement of the proceeding were the
maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
10
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beneficial owners thereof, at the rate of 7.76% per annum (to the extent that
payment of such interest shall be legally enforceable) on the unpaid amount due
and payable on such date in accordance with the terms of the Securities to the
date payment of such amount has been made or duly provided for.
Depository
Upon issuance, all Securities will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company
("DTC"), as Depository (the "Depositary"), registered in the name of DTC or a
nominee thereof. Unless and until it is exchanged in whole or in part for
Securities in definitive form, no Global Security may be transferred except as a
whole by the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor of such Depository or a nominee of
such successor.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants ("Participants") and to facilitate the clearance
and settlement of securities transactions among its Participants in such
securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
DTC is owned by a number of Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").
Purchases of Securities must be made by or through Participants, which will
receive a credit on the records of DTC. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the
Participants' or Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by DTC (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
persons held through Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the Securities represented by such Global Security for all
purposes under the Senior Indenture. Except as provided below, Beneficial Owners
in a Global Security will not be entitled to have the Securities represented by
such Global Securities registered in their names, will not receive or be
entitled to receive physical delivery of the Securities in definitive form and
will not be considered the owners or Holders thereof under the Senior Indenture,
including for purposes of receiving any reports delivered by the Company
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<PAGE>
or the Trustee pursuant to the Senior Indenture. Accordingly, each Person owning
a beneficial interest in a Global Security must rely on the procedures of DTC
and, if such Person is not a Participant, on the procedures of the Participant
through which such Person owns its interest, to exercise any rights of a Holder
under the Senior Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of Holders or that
an owner of a beneficial interest in such a Global Security desires to give or
take any action which a Holder is entitled to give or take under the Senior
Indenture, DTC would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by DTC to Participants, by Participants to
Indirect Participants, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of the principal of, and any Supplemental Redemption Amount with
respect to, Securities registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the Holder of the Global
Securities representing such Securities. None of the Company, the Trustee or any
other agent of the Company or agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests or for supervising or reviewing any
records relating to such beneficial ownership interests. The Company expects
that DTC, upon receipt of any payment of principal or any Supplemental
Redemption Amount in respect of a Global Security, will credit the accounts of
the Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of DTC. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, the
Global Securities will be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $10 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. It is expected
that such instructions may be based upon directions received by the Depository
from Participants with respect to ownership of beneficial interests in such
Global Securities.
Same-Day Settlement and Payment
All payments of principal and the Supplemental Redemption Amount, if any,
will be made by the Company in immediately available funds so long as the
Securities are maintained in book-entry form.
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THE INDEX
Top Ten Yield Index
The value of the Index on any Index Business Day will be calculated and
disseminated by the AMEX and will equal the Top Ten Yield Portfolio Value plus
the Current Quarter Dividends (as defined below) as of such Index Business Day.
The Top Ten Yield Portfolio Value will equal the sum of the products of the most
recently available market price and the applicable Share Multiplier for each Top
Ten Yield Stock. The AMEX will generally calculate and disseminate the value of
the Index based on the most recently reported prices of the stocks underlying
the Index (as reported by the exchange or trading system on which such
underlying stocks are listed or traded), at approximately 15-second intervals
during the AMEX's business hours and the end of each Index Business Day via the
Consolidated Tape Association's Network B.
Initial Determination of Top Ten Yield Portfolio
The initial stocks in the Top Ten Yield Portfolio and their respective
Dividend Yields and Share Multipliers are shown below, and have been determined
by the AMEX to be the ten common stocks in the DJIA having the highest Dividend
Yield on July 26, 1996 (the "Initial Stocks"). "Dividend Yield" for each common
stock is determined by the AMEX by annualizing the last quarterly or semi-annual
ordinary cash dividend for which the ex-dividend date has occurred, excluding
any extraordinary dividend as determined by the AMEX in its sole discretion, and
dividing the result by the last available sale price for each stock on its
primary exchange on the date such Dividend Yield is to be determined.
Dividend
Yield
on Initial
July 26, Share
Name of Issuer 1996 Multiplier
---- ----------
Philip Morris Companies, Inc................... 3.92% 0.09479
Texaco Inc..................................... 3.80 0.11511
Exxon Corporation.............................. 3.80 0.12121
J.P. Morgan & Co. Incorporated................. 3.79 0.11111
Chevron Corporation............................ 3.46 0.17021
General Motors Corporation..................... 3.35 0.19656
Minnesota Mining & Manufacturing Company....... 2.85 0.15094
E.I. Du Pont de Nemours and Company............ 2.83 0.11994
International Paper Company.................... 2.64 0.25157
AT&T Company................................... 2.55 0.18141
The average (mean) dividend yield of the ten Initial Stocks contained in the
Index as of July 26, 1996 was 3.30%.
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The initial Share Multiplier for each Initial Stock was determined by the
AMEX and indicates the number of shares of each such Initial Stock, or portion
thereof, given the closing market price of such Initial Stock on the Pricing
Date, required to be included in the calculation of the original Top Ten Yield
Portfolio Value so that each Initial Stock represents approximately an equal
percentage of the starting value of the Index (i.e., 100) as of the Pricing
Date. The respective Share Multipliers will remain constant unless adjusted for
certain corporate events, quarterly dividend adjustments and annual
reconstitutions as described below. The initial Share Multipliers for each of
the Initial Stocks are set forth in the above table.
Annual Top Ten Yield Portfolio Reconstitution
As of the close of business on each Anniversary Date (as defined below)
through the applicable Anniversary Date in 2005, the content of the Top Ten
Yield Portfolio shall be reconstituted so as to include the ten common stocks in
the DJIA having the highest Dividend Yield (the "New Stocks") on the second
scheduled Index Business Day prior to such Anniversary Date (the "Annual
Determination Date"), provided, however that the AMEX will only add a stock
having characteristics as of such Annual Determination Date that will permit the
Index to remain within certain criteria specified in the AMEX rules and within
the applicable rules of the Securities and Exchange Commission. Such criteria
and rules will apply only on an Annual Determination Date to exclude a proposed
New Stock. If a proposed New Stock does not meet such criteria or rules, the
AMEX will replace it with the common stock in the DJIA with the next highest
Dividend Yield which does meet such criteria and rules. These criteria currently
provide, among other things, (1) that each component stock must have a minimum
market value of at least $75 million, except that up to 10% of the component
securities in the Index may have a market value of $50 million; (2) that each
component stock must have an average monthly trading volume in the preceding six
months of not less than 1,000,000 shares, except that up to 10% of the component
stocks in the Index may have an average monthly trading volume of 500,000 shares
or more in the last six months; (3) 90% of the Index's numerical Index value and
at least 80% of the total number of component stocks will meet the then current
criteria for standardized option trading set forth in the rules of the AMEX; and
(4) all component stocks will either be listed on the AMEX, the New York Stock
Exchange, or traded through the facilities of the National Association of
Securities Dealers Automated Quotation System and reported as National Market
System securities.
The Share Multiplier for each New Stock will be determined by the AMEX and
will indicate the number of shares of each New Stock, given the closing market
price of such New Stock on the Anniversary Date, required to be included in the
calculation of the Top Ten Yield Portfolio Value so that each New Stock
represents approximately an equal percentage of a value equal to the Index in
effect at the close of business on such Anniversary Date. As an example, if the
Index in effect at the close of business on an Anniversary Date equaled 200,
then each of the ten New Stocks relating to such Anniversary Date would be
allocated a portion of the value of the Index equal to 20 and if the closing
market price of one such New Stock on the Anniversary Date was 40, the
applicable Share Multiplier would be 0.5. If the Index equaled 80, then each of
the ten New Stocks would be allocated a portion of the value of the Index equal
to 8 and if the closing market price of one such New Stock on the Anniversary
Date was 40, the applicable Share Multiplier would be 0.2. The last Anniversary
Date on which such reconstitution will occur will be the Anniversary Date in
2005, which will be approximately one year prior to the maturity date of the
Securities. "Anniversary Date" shall mean the anniversary date of the date the
Securities are initially issued; provided, however, that if such date is not an
Index Business Day or a Market Disruption Event occurs on such date, then the
Anniversary Date for such year shall mean the immediately succeeding Index
Business Day on which a Market Disruption Event does not occur. "Top Ten Yield
Stock" at any time shall mean the stocks contained in the Top Ten Yield
Portfolio at such time.
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Dow Jones Industrial Average
The DJIA is comprised of 30 common stocks chosen by the editors of the WSJ
as representative of the broad market of American industry generally. The
companies are major factors in their industries and their stocks are typically
widely held by individuals and institutional investors. Changes in the
composition of the DJIA are made entirely by the editors of the WSJ without
consultation with the companies, the stock exchange or any official agency or
the Company. For the sake of continuity, changes are made infrequently. Most
substitutions have been the result of mergers, but from time to time, changes
may be made to achieve a better representation. The components of the DJIA may
be changed at any time for any reason. Dow Jones & Company, Inc., publisher of
the WSJ, is not affiliated with the Company, has not participated in any way in
the creation of the Securities or in the selection of stocks to be included in
the Top Ten Yield Portfolio and has not reviewed or approved any information
included in this Prospectus.
The first DJIA, consisting of 12 stocks, was published in the WSJ in 1896.
The list grew to 20 stocks in 1916 and to 30 stocks on October 1, 1928. For two
periods of 17 consecutive years each, there were no changes to the list; March
15, 1939-July 2, 1956 and June 2, 1959-August 8, 1976.
The Company or its affiliates may presently or from time to time engage in
business with one or more of the issuers of the Top Ten Yield Portfolio stocks,
including extending loans to, or making equity investments in, such issuers or
providing advisory services to such issuers, including merger and acquisition
advisory services. In the course of such business, the Company or its affiliates
may acquire non-public information with respect to such issuers and, in
addition, one or more affiliates of the Company may publish research reports
with respect to such issuers. The Company does not make any representation to
any purchaser of Securities with respect to any matters whatsoever relating to
such issuers. Any prospective purchaser of Securities should undertake an
independent investigation of the issuers of the Top Ten Yield Portfolio stocks
as in its judgment is appropriate to make an informed decision with respect to
an investment in the Securities. The composition of the Index does not reflect
any investment or sell recommendations of the Company or its affiliates.
Cash Dividends
Current Quarter Dividend
As described above, the value of the Index will include an amount reflecting
Current Quarter Dividends. "Current Quarter Dividends" for any day will be
determined by the AMEX and will equal the sum of the Dividend Payment for each
Top Ten Yield Stock. The "Dividend Payment" with respect to a Top Ten Yield
Stock for any day will equal the sum of the products of (i) each dividend paid
by the issuer of such Top Ten Yield Stock on one share of such Top Ten Yield
Stock during the Current Quarter (not including any reinvestment thereof)
multiplied by (ii) the Share Multiplier applicable to such Top Ten Yield Stock
at the time each such dividend is paid. A dividend will be considered paid by an
issuer at the open of business on the ex-dividend date (i.e., generally, the
trading day on which the market price of the stock reflects the payment of the
dividend). "Current Quarter" shall mean the period from and including August 9,
1996 through December 31, 1996, and after December 31, 1996, from and including
the first day of the then current calendar quarter containing the day on which
the applicable Dividend Payment is being determined to and including the day on
which the applicable Dividend Payment is being determined.
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Quarterly Stock Dividend
As of the first day of the start of each calendar quarter, the AMEX will
allocate the Current Quarter Dividends as of the end of the immediately
preceding calendar quarter to each then outstanding Top Ten Yield Stock. The
amount of the Current Quarter Dividends allocated to each Top Ten Yield Stock
will equal the percentage of the value of such Top Ten Yield Stock contained in
the Top Ten Yield Portfolio relative to the value of the entire Top Ten Yield
Portfolio based on the closing market price on the last Index Business Day in
the immediately preceding calendar quarter. The Share Multiplier of each such
outstanding Top Ten Yield Stock will be increased to reflect the number of
shares, or portion of a share, that the amount of the Current Quarter Dividend
allocated to such Top Ten Yield Stock can purchase of each such Top Ten Yield
Stock based on the closing market price on the last Index Business Day in the
immediately preceding calendar quarter.
Quarterly Deduction
At the end of each calendar quarter, the Index will be reduced by a value
equal to 0.4375% of the then current Index, provided that (i) there will be no
deduction at the end of the calendar quarter ending in September 1996 and the
deduction at the end of the calendar quarter ending in December 1996 will be
increased to reflect the quarterly rate of 0.4375% prorated for the period from
the date of the issuance of the Securities through the end of the calendar
quarter in December 1996 and (ii) the Index will be reduced at the close of
business on July 31, 2006 by a value equal to 0.1507% of the closing value of
the Index on such date. With respect to the period ending December 31, 1996, the
quarterly rate of 0.4375% will be prorated by multiplying it by a factor equal
to the result of dividing the number of days in the period from the date the
Securities are issued through the calendar quarter ending in December 1996 by
90.
Adjustments to the Share Multiplier and Top Ten Yield Portfolio
The Share Multiplier with respect to any Top Ten Yield Stock and the Top Ten
Yield Portfolio will be adjusted as follows:
1. If a Top Ten Yield Stock is subject to a stock split or reverse stock
split, then once such split has become effective, the Share Multiplier relating
to such Top Ten Yield Stock will be adjusted to equal the product of the number
of shares issued with respect to one such share of such Top Ten Yield Stock and
the prior multiplier.
2. If a Top Ten Yield Stock is subject to a stock dividend (issuance of
additional shares of the Top Ten Yield Stock) that is given equally to all
holders of shares of the issuer of such Top Ten Yield Stock, then once the
dividend has become effective and such Top Ten Yield Stock is trading
ex-dividend, the Share Multiplier will be adjusted so that the new Share
Multiplier shall equal the former Share Multiplier plus the product of the
number of shares of such Top Ten Yield Stock issued with respect to one such
share of such Top Ten Yield Stock and the prior multiplier.
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<PAGE>
3. If the issuer of a Top Ten Yield Stock is being liquidated or is subject
to a proceeding under any applicable bankruptcy, insolvency or other similar
law, such Top Ten Yield Stock will continue to be included in the Top Ten Yield
Portfolio so long as a Market Price for such Top Ten Yield Stock is available.
If a market price is no longer available for a Top Ten Yield Stock for whatever
reason, including the liquidation of the issuer of such Top Ten Yield Stock or
the subjection of the issuer of such Top Ten Yield Stock to a proceeding under
any applicable bankruptcy, insolvency or other similar law, then the value of
such Top Ten Yield Stock will equal zero in connection with calculating the Top
Ten Yield Portfolio Value for so long as no market price is available, and no
attempt will be made to immediately find a replacement stock or increase the
value of the Top Ten Yield Portfolio to compensate for the deletion of such Top
Ten Yield Stock. If a market price is no longer available for a Top Ten Yield
Stock as described above, the Top Ten Yield Portfolio Value will be computed
based on the remaining Top Ten Yield Stocks for which market prices are
available and no new stock will be added to the Top Ten Yield Portfolio until
the annual reconstitution of the Top Ten Yield Portfolio. As a result, there may
be periods during which the Top Ten Yield Portfolio contains fewer than ten Top
Ten Yield Stocks.
4. If the issuer of a Top Ten Yield Stock has been subject to a merger or
consolidation and is not the surviving entity or is nationalized, then a value
for such Top Ten Yield Stock will be determined at the time such issuer is
merged or consolidated or nationalized and will equal the last available market
price for such Top Ten Yield Stock and that value will be constant until the Top
Ten Yield Portfolio is reconstituted. At such time, no adjustment will be made
to the Share Multiplier of such Top Ten Yield Stock.
5. If the issuer of a Top Ten Yield Stock issues to all of its shareholders
equity securities that are publicly traded of an issuer other than the issuer of
the Top Ten Yield Stock, then such new equity securities will be added to the
Top Ten Yield Portfolio as a new Top Ten Yield Stock. The Share Multiplier for
such new Top Ten Yield Stock will equal the product of the original Share
Multiplier with respect to the Top Ten Yield Stock for which the new Top Ten
Yield Stock is being issued (the "Original Top Ten Yield Stock") and the number
of shares of the new Top Ten Yield Stock issued with respect to one share of the
Original Top Ten Yield Stock.
No adjustments of any Share Multiplier of a Top Ten Yield Stock will be
required unless such adjustment would require a change of at least 1% in the
Share Multiplier then in effect. The Share Multiplier resulting from any of the
adjustments specified above will be rounded to the nearest ten-thousandth with
five hundred-thousandths being rounded upward.
The AMEX expects that no adjustments to the Share Multiplier of any Top Ten
Yield Stock or to the Top Ten Yield Portfolio will be made other than those
specified above, however, the AMEX may at its discretion make adjustments to
maintain the value of the Index if certain events would otherwise alter the
value of the Index despite no change in the market prices of the Top Ten Yield
Stocks.
Historical Performance of the Index
A potential investor should review the historical performance of the Index.
The historical performance of the Index should not be taken as an indication of
future performance, and no assurance can be given that the Index will increase
sufficiently to cause the beneficial owners of the Securities to receive an
amount in excess of the principal amount at the maturity of the Securities.
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OTHER TERMS
General
The Securities were issued as a series of Senior Debt Securities under the
Indenture (the "Senior Indenture"), dated as of April 1, 1983, as amended and
restated, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). A copy of the Senior Indenture is filed as an exhibit
to the registration statements relating to the Securities. The following
summaries of certain provisions of the Senior Indenture do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all provisions of the Senior Indenture, including the definition therein of
certain terms.
The Senior Indenture provides that series of Senior Debt Securities may from
time to time be issued thereunder, without limitation as to aggregate principal
amount, in one or more series and upon such terms as the Company may establish
pursuant to the provisions thereof.
The Senior Indenture provides that the Senior Indenture and the Securities
are governed by and construed in accordance with the laws of the State of New
York.
The Senior Indenture provides that the Company may issue Senior Debt
Securities with terms different from those of Senior Debt Securities previously
issued, and "reopen" a previously issued series of Senior Debt Securities and
issue additional Senior Debt Securities of such series.
The Senior Debt Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. However, since the
Company is a holding company, the right of the Company, and hence the right of
creditors of the Company (including the Holders of Senior Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
Limitations Upon Liens
The Company may not, and may not permit any Subsidiary to, create, assume,
incur or permit to exist any indebtedness for borrowed money secured by a
pledge, lien or other encumbrance (except for certain liens specifically
permitted by the Senior Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of the incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
Senior Debt Securities will be secured equally and ratably with such secured
indebtedness.
18
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Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the Senior
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Company may not permit MLPF&S to (i) merge or consolidate, unless
the surviving company is a Controlled Subsidiary or (ii) convey or transfer its
properties and assets substantially as an entirety, except to one or more
Controlled Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may consolidate or merge with or
into any other corporation, and the Company may sell, lease or convey all or
substantially all of its assets to any corporation, provided that (i) the
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received such assets shall be a
corporation organized and existing under the laws of the United States of
America or a state thereof and shall assume payment of the principal of (and
premium, if any) and interest on the Senior Debt Securities and the performance
and observance of all of the covenants and conditions of the Senior Indenture to
be performed or observed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not immediately thereafter be in default
under the Senior Indenture.
Modification and Waiver
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Senior Debt Securities of each series issued pursuant to such
indenture and affected thereby, provided that no such modification or amendment
may, without the consent of the Holder of each Outstanding Senior Debt Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest or Additional Amounts payable on, any Senior Debt
Security or any premium payable on the redemption thereof, or change the
Redemption Price; (b) reduce the principal amount of, or the interest or
Additional Amounts payable on, any Senior Debt Security or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change place or currency of any payment of principal or any premium,
interest or Additional Amounts payable on any Senior Debt Security; (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Senior Debt Security; (e) reduce the percentage in principal
amount of the Outstanding Senior Debt Securities of any series, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage of Outstanding Senior Debt
Securities necessary to waive any past default to less than a majority. No
modification or amendment of the Subordinated Indenture or any Subsequent
Indenture for Subordinated Debt Securities may adversely affect the rights of
any holder of Senior Indebtedness without the consent of such Holder. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Senior Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Company with certain provisions thereof.
19
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Events of Default
Under the Senior Indenture, the following will be Events of Default with
respect to Senior Debt Securities of any series: (a) default in the payment of
any interest or Additional Amounts payable on any Senior Debt Security of that
series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Senior Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Senior Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the Indenture for
the benefit of such series or in the Senior Debt Securities of such series,
continued for 60 days after written notice as provided in the Senior Indenture;
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Senior Debt Securities of that
series. The Trustee or the Holders of 25% in principal amount of the Outstanding
Senior Debt Securities of that series may declare the principal amount (or such
lesser amount as may be provided for in the Senior Debt Securities of that
series) of all Outstanding Senior Debt Securities of that series and the
interest due thereon and Additional Amounts payable in respect thereof, if any
to be due and payable immediately if an Event of Default with respect to Senior
Debt Securities of such series shall occur and be continuing at the time of such
declaration. At any time after a declaration of acceleration has been made with
respect to Senior Debt Securities of any series but before a judgment or decree
for payment of money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of that
series may rescind any declaration of acceleration and its consequences, if all
payments due (other than those due as a result of acceleration) have been made
and all Events of Default have been remedied or waived. Any Event of Default
with respect to Senior Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all Outstanding Senior Debt
Securities of that series, except in a case of failure to pay principal or
premium, if any, or interest or Additional Amounts payable on any Senior Debt
Security of that series for which payment had not been subsequently made or in
respect of a covenant or provision which cannot be modified or amended without
the consent of the Holder of each Outstanding Senior Debt Security of such
series affected.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Senior Debt Securities of such
series, provided that such direction shall not be in conflict with any rule of
law or the Senior Indenture. Before proceeding to exercise any right or power
under the Senior Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
complying with any such direction.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under the Senior
Indenture.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein,
20
<PAGE>
has been derived from consolidated financial statements audited by Deloitte &
Touche LLP, as set forth in their reports included as an exhibit to the
Registration Statement or incorporated by reference herein. Such consolidated
financial statements and related financial statement schedules, and such
Selected Financial Data appearing or incorporated by reference in this
Prospectus and the Registration Statement of which this Prospectus is a part,
have been included or incorporated herein by reference in reliance upon such
reports of Deloitte & Touche LLP given upon their authority as experts in
accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
21
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
PROSPECTUS
Merrill Lynch & Co., Inc.
6% STRYPES(sm) Due June 1, 1999
Payable with Shares of Common Stock of Cox Communications, Inc.
(or cash with an equal value)
----------
On May 29, 1996, Merrill Lynch & Co., Inc. (the "Company") issued 9,775,000
of its Structured Yield Product Exchangeable for Stock(sm), 6% STRYPES(sm) Due
June 1, 1999 (each, a "STRYPES"). The issue price of each STRYPES was $22.875,
which amount was equal to the last sale price of the Class A Common Stock, par
value $1.00 per share (the "Cox Common Stock"), of Cox Communications, Inc., a
Delaware corporation ("Cox"), on May 22, 1996, as reported on the New York Stock
Exchange (the "Initial Price"). The STRYPES will mature on June 1, 1999 (the
"Maturity Date"). Interest on the STRYPES, at the rate of 6% of the issue price
per annum, is payable in cash quarterly in arrears on March 1, June 1, September
1 and December 1, beginning September 1, 1996. The STRYPES are unsecured
obligations of the Company ranking pari passu with all of its other unsecured
and unsubordinated indebtedness. See "Description of the STRYPES-Ranking." On
the Maturity Date, unless previously redeemed, the Company will pay and
discharge each STRYPES by delivering to the holder thereof a number of shares of
Cox Common Stock (subject to the Company's right to deliver, with respect to
all, but not less than all, shares of Cox Common Stock deliverable on the
Maturity Date, cash with an equal value) determined in accordance with the
following formula (the "Payment Rate Formula"), subject to certain adjustments:
(a) if the Maturity Price is greater than or equal to $27.91 per share of Cox
Common Stock (the "Threshold Appreciation Price"), .8196 shares of Cox Common
Stock per STRYPES, (b) if the Maturity Price is less than the Threshold
Appreciation Price but is greater than the Initial Price, a fractional share of
Cox Common Stock per STRYPES so that the value thereof (determined based on the
Maturity Price) equals the Initial Price and (c) if the Maturity Price is less
than or equal to the Initial Price, one share of Cox Common Stock per STRYPES.
The "Maturity Price" means the average Closing Price (as defined herein) per
share of Cox Common Stock on the 20 Trading Days (as defined herein) immediately
prior to the second Trading Day preceding the Maturity Date. Accordingly, there
can be no assurance that the amount receivable by holders of the STRYPES on the
Maturity Date will be equal to or greater than the issue price of the STRYPES.
If the Maturity Price of the Cox Common Stock is less than the Initial Price,
such amount receivable on the Maturity Date will be less than the issue price
paid for the STRYPES, in which case an investment in the STRYPES will result in
a loss. See "Description of the STRYPES."
From and after a tax event date (as defined herein), the STRYPES will be
redeemed at the option of the Company, in whole but not in part, at the Tax
Event Redemption Price (as defined herein). See "Description of the
STRYPES--Special Redemption Upon Tax Event." The STRYPES are not subject to any
sinking fund.
Cox is not affiliated with the Company and has no obligation with respect to
the STRYPES. See "Risk Factors" on page 3 for certain considerations
relevant to an investment in the STRYPES. The STRYPES have been listed on
the New York Stock Exchange ("NYSE") under the symbol "CML."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
This Prospectus has been prepared in connection with the STRYPES and is to
be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the STRYPES.
MLPF&S may act as principal or agent in such transactions. The STRYPES may be
offered on the NYSE or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the STRYPES will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
---------------------------
Merrill Lynch & Co.
----------------------------
The date of this Prospectus is ________, 1997.
(sm)Service Mark of Merrill Lynch & Co., Inc.
<PAGE>
The Commissioner of Insurance of The State of North Carolina has not
approved or disapproved the offering of the STRYPES made hereby, nor has the
Commissioner passed upon the accuracy or adequacy of this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the NYSE, the American Stock Exchange, the Chicago Stock Exchange
and the Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), covering the STRYPES. This Prospectus
does not contain all the information set forth in the Registration Statement and
the exhibits thereto, to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date.
2
<PAGE>
RISK FACTORS
Comparison to Other Debt Securities; Relationship to Cox Common Stock
The terms of the STRYPES differ from those of ordinary debt securities in
that the value of the Cox Common Stock (or, pursuant to the option of the
Company, the amount of cash) that a holder of a STRYPES will receive on the
Maturity Date is not fixed, but is based on the Maturity Price of the Cox Common
Stock (see "Description of the STRYPES"). There can be no assurance that such
amount receivable by the holder on the Maturity Date will be equal to or greater
than the issue price of the STRYPES. If the Maturity Price of the Cox Common
Stock is less than the Initial Price, such amount receivable on the Maturity
Date will be less than the issue price paid for the STRYPES, in which case an
investment in STRYPES will result in a loss. Accordingly, a holder of STRYPES
assumes the risk that the market value of the Cox Common Stock may decline, and
that such decline could be substantial.
Limitation on Opportunity for Equity Appreciation
The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than the opportunity for equity appreciation afforded by a
direct investment in the Cox Common Stock because the amount receivable by a
holder of a STRYPES on the Maturity Date will only exceed the issue price of
such STRYPES if the Maturity Price of the Cox Common Stock exceeds the Threshold
Appreciation Price (which represents an appreciation of 22% over the Initial
Price). Moreover, holders of the STRYPES will only be entitled to receive on the
Maturity Date 81.96% (the percentage equal to the Initial Price divided by the
Threshold Appreciation Price) of any appreciation of the value of Cox Common
Stock in excess of the Threshold Appreciation Price. See "Description of the
STRYPES." Because the price of the Cox Common Stock is subject to market
fluctuations, the value of the Cox Common Stock (or, pursuant to the option of
the Company, the amount of cash) received by a holder of a STRYPES on the
Maturity Date, determined as described herein, may be more or less than the
issue price of the STRYPES.
Factors Affecting Trading Prices
The trading prices of the STRYPES in the secondary market will be directly
affected by the trading prices of the Cox Common Stock in the secondary market.
It is impossible to predict whether the price of Cox Common Stock will rise or
fall. Trading prices of Cox Common Stock will be influenced by Cox's operating
results and prospects, by complex and interrelated political, economic,
financial and other factors and market conditions that can affect the capital
markets generally, the market segment of which Cox is a part, the NYSE (on which
the Cox Common Stock is traded), including the level of, and fluctuations in,
the trading prices of stocks generally and sales of substantial amounts of Cox
Common Stock in the market subsequent to the offering of the STRYPES or the
perception that such sales could occur, and by other events that are difficult
to predict and beyond the Company's control.
Impact of STRYPES on the Market for Cox Common Stock
It is not possible to predict accurately how or whether the STRYPES will
trade in the secondary market or whether such market will be liquid. Any market
that develops for the STRYPES is likely to influence and be influenced by the
market for Cox Common Stock. For example, the price of Cox Common Stock could be
depressed by investors' anticipation of the potential distribution into the
market of substantial amounts of Cox Common Stock on the Maturity Date or upon
redemption of the STRYPES, by possible sales of Cox Common Stock by investors
who view the STRYPES as a more attractive means of equity participation in Cox
and by hedging or arbitrage trading activity that may develop involving the
STRYPES and the Cox Common Stock. In addition, Cox Enterprises, Inc. ("CEI") is
not precluded from selling shares of Cox Common Stock, either pursuant to Rule
144 or by causing Cox to register such shares. Any such sales could have an
adverse effect on the market price of Cox Common Stock
3
<PAGE>
and/or the STRYPES and could affect the Payment Rate Formula.
Possible Illiquidity of the Secondary Market
It is not possible to predict how the STRYPES will trade in the secondary
market or whether such market will be liquid or illiquid. The STRYPES are novel
securities and there is currently no secondary market for the STRYPES. The
STRYPES have been listed on the NYSE. However, there can be no assurance that an
active trading market for the STRYPES will develop, that such listing will
provide the holders of the STRYPES with liquidity of investment, or that the
STRYPES will not later be delisted or that trading of the STRYPES on the NYSE
will not be suspended. In the event of a delisting or suspension of trading on
the NYSE, the Company will apply for listing of the STRYPES on another national
securities exchange or for quotation on another trading market. If the STRYPES
are not listed or traded on any securities exchange or trading market, or if
trading of the STRYPES is suspended, pricing information for the STRYPES may be
more difficult to obtain and the liquidity of the STRYPES may be adversely
affected.
No Stockholder's Rights
Holders of the STRYPES will not be entitled to any rights with respect to
the Cox Common Stock (including, without limitation, voting rights and rights to
receive any dividends or other distributions in respect thereof) unless and
until such time, if any, as the Company shall have delivered shares of Cox
Common Stock for STRYPES on the Maturity Date or upon redemption, and unless the
applicable record date, if any, for the exercise of such rights occurs after
such date. For example, in the event that an amendment is proposed to the
Certificate of Incorporation of Cox and the record date for determining the
stockholders of record entitled to vote on such amendment occurs prior to such
delivery, holders of the STRYPES will not be entitled to vote on such amendment.
No Affiliation Between the Company and Cox
The Company has no affiliation with Cox, and Cox has no obligations with
respect to the STRYPES or amounts to be paid to holders thereof, including any
obligation to take the needs of the Company or of holders of the STRYPES into
consideration for any reason. Cox will not receive any of the proceeds of the
offering of the STRYPES made hereby and is not responsible for, and has not
participated in, the determination or calculation of the amount receivable by
holders of the STRYPES on the Maturity Date or upon redemption. Cox is not
involved with the administration or trading of the STRYPES and has no
obligations with respect to the amount receivable by holders of the STRYPES on
the Maturity Date or upon redemption.
Dilution of Cox Common Stock
The number of shares of Cox Common Stock (or the amount of cash) that
holders of the STRYPES are entitled to receive on the Maturity Date or upon
redemption is subject to adjustment for certain events arising from, among
others, a merger or consolidation in which Cox is not the surviving or resulting
corporation, or a sale or transfer of all or substantially all of the assets of
Cox and the liquidation, dissolution, winding up or bankruptcy of Cox as well as
stock splits and combinations, stock dividends and certain other actions of Cox
that modify its capital structure. See "Description of the STRYPES--Dilution
Adjustments" and "--Special Redemption Upon Tax Event." Such number of shares of
Cox Common Stock (or cash amount) to be received by such holders on the Maturity
Date or upon redemption will not be adjusted for other events, such as offerings
of Cox Common Stock for cash or in connection with acquisitions. Cox is not
restricted from issuing additional shares of Cox Common Stock during the term of
the STRYPES and has no obligation to consider the interests of the holders of
the STRYPES for any reason. Additional issuances may materially and adversely
affect the price of the Cox Common Stock and, because of the relationship of the
number of shares (or cash amount) to be received on the Maturity Date or upon
redemption to the price of the Cox Common Stock, such other events may adversely
affect the trading price of the STRYPES.
4
<PAGE>
Tax Matters
Because of an absence of authority as to the proper characterization of the
STRYPES, their ultimate tax treatment is uncertain. Accordingly, no assurances
can be given that any particular characterization and treatment of the STRYPES
will be accepted by the Internal Revenue Service ("IRS") or upheld by a court.
However, it is the opinion of Brown & Wood LLP, counsel to the Company, that the
characterization and tax treatment of the STRYPES described herein, while not
the only reasonable characterization and tax treatment, is based on reasonable
interpretations of law currently in effect and, even if successfully challenged
by the IRS, will not result in the imposition of penalties. The Indenture (as
defined below) will require that any holder subject to U.S. Federal income tax
include currently in income, for U.S. Federal income tax purposes, payments
denominated as interest that are made with respect to a STRYPES in accordance
with such holder's regular method of tax accounting. The Indenture also requires
the Company and holders to treat each STRYPES for tax purposes as a unit (a
"Unit") consisting of (i) a debt instrument (the "Debt Instrument") with a fixed
principal amount unconditionally payable on the Maturity Date equal to the issue
price of the STRYPES and bearing interest at the stated interest rate on the
STRYPES and (ii) a forward purchase contract (the "Forward Contract") pursuant
to which the holder agrees to use the principal payment due on the Debt
Instrument to purchase on the Maturity Date or upon redemption the Cox Common
Stock which the Company is obligated under the STRYPES to deliver at that time
(subject to the Company's right to deliver cash in lieu of the Cox Common
Stock). The Indenture also requires that upon the acquisition of a STRYPES and
upon a holder's sale or other disposition of a STRYPES prior to the Maturity
Date, the amount paid or realized by the holder be allocated by the holder
between the Debt Instrument and the Forward Contract based upon their relative
fair market values (as determined on the date of acquisition or disposition).
For these purposes, with respect to acquisitions of STRYPES in connection with
the original issuance thereof, the Company and each holder agrees, pursuant to
the terms of the Indenture, to allocate $22.555 of the entire initial purchase
price of a STRYPES (i.e., the issue price of a STRYPES) to the Debt Instrument
and to allocate the remaining $.32 of the entire initial purchase price of a
STRYPES to the Forward Contract. As a result of this allocation, the Debt
Instrument will be treated as having been issued with original issue discount
for United States Federal income tax purposes. As previously mentioned, the
appropriate character and timing of income, gain or loss to be recognized on a
STRYPES is uncertain and investors should consult their own tax advisers
concerning the application of the United States Federal income tax laws to their
particular situations as well as any consequences of the purchase, ownership and
disposition of the STRYPES arising under the laws of any other taxing
jurisdiction.
Holding Company Structure
Since the Company is a holding company, the right of the Company, and hence
the right of creditors of the Company (including the holders of the STRYPES), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
5
<PAGE>
financing, and related services outside the United States and Canada. Merrill
Lynch Government Securities Inc. is a primary dealer in obligations issued or
guaranteed by the U.S. Government and its agencies. Merrill Lynch Asset
Management, LP and Fund Asset Management, LP together constitute one of the
largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative
Products AG, and Merrill Lynch Capital Markets PLC are the Company's primary
derivative product dealers and enter into interest rate and currency swaps and
other derivative transactions as intermediaries and as principals. The Company's
insurance underwriting operations consist of the underwriting of life insurance
and annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries and that portion of rentals estimated to be representative of the
interest factor.
COX COMMUNICATIONS, INC.
Cox Communications, Inc. is the fifth largest operator of cable television
systems in the United States and is a fully integrated, diversified media and
broadband communications company with operations and investments in three
related areas: (i) U.S. broadband networks; (ii) United Kingdom broadband
networks; and (iii) cable television programming.
Cox is subject to the informational requirements of the Exchange Act.
Accordingly, Cox files reports, proxy and information statements and other
information with the Commission. Copies of such material can be inspected and
copied at the public reference facilities maintained by the Commission at the
addresses specified under "Available Information." Reports, proxy and
information statements and other information concerning Cox may also be
inspected at the offices of the NYSE.
THE COMPANY IS NOT AFFILIATED WITH COX, AND COX HAS NO OBLIGATIONS WITH
RESPECT TO THE STRYPES. THIS PROSPECTUS RELATES ONLY TO THE STRYPES OFFERED
HEREBY AND DO NOT RELATE TO THE COX COMMON STOCK. COX HAS FILED A REGISTRATION
STATEMENT ON FORM S-3 WITH THE COMMISSION COVERING THE SHARES OF COX COMMON
STOCK THAT MAY BE RECEIVED BY A HOLDER OF STRYPES ON THE MATURITY DATE OR UPON
REDEMPTION. THE PROSPECTUS OF COX (THE "COX PROSPECTUS") CONSTITUTING A PART OF
SUCH REGISTRATION STATEMENT INCLUDES INFORMATION RELATING TO COX AND THE COX
COMMON STOCK, INCLUDING CERTAIN FACTORS RELEVANT TO AN INVESTMENT IN COX COMMON
STOCK. THE COX PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS,
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NOR IS IT INCORPORATED BY REFERENCE HEREIN OR THEREIN.
DESCRIPTION OF THE STRYPES
The STRYPES are a series of Senior Debt Securities issued under an indenture
dated as of April 1, 1983 and restated as of April 1, 1987, as amended and
supplemented as of July 1, 1995 (the indenture dated as of April 1, 1983 and
restated as of April 1, 1987, as amended and supplemented from time to time, the
"Indenture") between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). The following summary of certain provisions of the
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Indenture, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. All capitalized terms
not otherwise defined herein have the meanings specified in the Indenture.
Whenever defined terms of the Indenture are referred to herein, such defined
terms are incorporated by reference herein.
General
Each STRYPES, which was issued at a price of $22.875, bears interest at the
rate of 6% of the issue price per annum (or $1.37 per annum) from May 29, 1996,
or from the most recent Interest Payment Date to which interest has been paid or
provided for, until the Maturity Date or such earlier date on which such STRYPES
is redeemed or the issue price of such STRYPES is repaid pursuant to the terms
thereof. Interest on the STRYPES will be payable in cash quarterly in arrears on
March 1, June 1, September 1 and December 1, beginning September 1, 1996, and on
the Maturity Date (each, an "Interest Payment Date"), to the persons in whose
names the STRYPES are registered at the close of business on the last day
(whether or not a Business Day) of the calendar month immediately preceding such
Interest Payment Date. Interest on the STRYPES will be computed on the basis of
a 360-day year of twelve 30-day months. If an Interest Payment Date falls on a
day that is not a Business Day, the interest payment to be made on such Interest
Payment Date will be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date, and no additional
interest will accrue as a result of such delayed payment.
The STRYPES will mature on June 1, 1999. On the Maturity Date, unless
previously redeemed, the Company will pay and discharge each STRYPES by
delivering to the holder thereof a number of shares (such number of shares being
hereinafter referred to as the "Payment Rate") of Cox Common Stock (subject to
the Company's right to deliver, with respect to all, but not less than all,
shares of Cox Common Stock deliverable on the Maturity Date, cash with an equal
value) determined in accordance with the following "Payment Rate Formula,"
subject to adjustment as a result of certain dilution events: (a) if the
Maturity Price (as defined below) per share of Cox Common Stock is greater than
or equal to the Threshold Appreciation Price, .8196 shares of Cox Common Stock
per STRYPES, (b) if the Maturity Price is less than the Threshold Appreciation
Price but is greater than the Initial Price, a fractional share of Cox Common
Stock per STRYPES so that the value thereof (determined based on the Maturity
Price) is equal to the Initial Price and (c) if the Maturity Price is less than
or equal to the Initial Price, one share of Cox Common Stock per STRYPES.
Accordingly, there can be no assurance that the amount receivable by holders of
the STRYPES on the Maturity Date will be equal to or greater than the issue
price of the STRYPES. If the Maturity Price of the Cox Common Stock is less than
the Initial Price, such amount receivable on the Maturity Date will be less than
the issue price paid for the STRYPES, in which case an investment in STRYPES
will result in a loss. The numbers of shares of Cox Common Stock per STRYPES
specified in clauses (a) and (c) of the Payment Rate Formula are hereinafter
referred to as the "Share Components."
Notwithstanding the foregoing, the Company may, in lieu of delivering shares
of Cox Common Stock, deliver cash in an amount equal to the value of such number
of shares of Cox Common Stock at the Maturity Price, subject to the Company's
agreement contained in the STRYPES Agreement to deliver on the Maturity Date the
form of consideration that the ML&Co. Subsidiary (as defined below) receives
from CEI. Such right, if exercised by the Company, must be exercised with
respect to all shares of Cox Common Stock otherwise deliverable on the Maturity
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Date in payment of all outstanding STRYPES. On or prior to the sixth Business
Day prior to the Maturity Date, the Company will notify The Depository Trust
Company and the Trustee and publish a notice in The Wall Street Journal or
another daily newspaper of national circulation stating whether the STRYPES will
be paid and discharged with shares of Cox Common Stock or cash. At the time such
notice is published, the Maturity Price will not have been determined. If the
Company elects to deliver shares of Cox Common Stock, holders of the STRYPES
will be responsible for the payment of any and all brokerage costs upon the
subsequent sale of such stock.
The "Maturity Price" is defined as the sum of (A) the average Closing Price
per share of Cox Common Stock on the 20 Trading Days immediately prior to, but
not including, the second Trading Day preceding the Maturity Date and (B) the
fair market value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive, and described in a resolution adopted with
respect thereto) as of the third Trading Day preceding the Maturity Date of the
Distributed Assets (as defined below) applicable to one share of Cox Common
Stock. The "Closing Price" of any security on any date of determination means
the closing sale price (or, if no closing price is reported, the last reported
sale price) of such security on the NYSE on such date or, if such security is
not listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange on
which such security is so listed, or if such security is not so listed on a
United States national or regional securities exchange, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System, or,
if such security is not so reported, the last quoted bid price for such security
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of such security on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company. In
the event that the Payment Rate Formula is adjusted as described under
"--Dilution Adjustments" below, each of the Closing Prices used in determining
the Maturity Price will be similarly adjusted to derive, for purposes of
determining which of clauses (a), (b) or (c) of the Payment Rate Formula will
apply on the Maturity Date, a Maturity Price stated on a basis comparable to the
Initial Price and the Threshold Appreciation Price. A "Trading Day" is defined
as a day on which the security the Closing Price of which is being determined
(A) is not suspended from trading on any national or regional securities
exchange or association or over-the-counter market at the close of business and
(B) has traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of such security.
For illustrative purposes only, the following table shows the number of
shares of Cox Common Stock or the amount of cash that a holder of STRYPES would
receive for each STRYPES at various Maturity Prices. The table assumes that
there will be no dilution adjustments to the Payment Rate Formula as described
below. There can be no assurance that the Maturity Price will be within the
range set forth below. Given the Initial Price of $22.875 and the Threshold
Appreciation Price of $27.91, a STRYPES holder would receive on the Maturity
Date the following number of shares of Cox Common Stock or amount of cash (if
the Company elects to pay and discharge the STRYPES with cash) per STRYPES:
Maturity Price Number of
of Cox Shares of Cox
Common Stock Common Stock Amount of Cash
------------ ------------ --------------
$20.000 1.0000 $20.000
22.875 1.0000 22.875
25.000 0.9150 22.875
27.910 0.8196 22.875
30.000 0.8196 24.588
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Dilution Adjustments
The Payment Rate Formula is subject to adjustment if Cox shall: (i) pay a
stock dividend or make a distribution with respect to Cox Common Stock in shares
of such stock; (ii) subdivide or split the outstanding shares of Cox Common
Stock into a greater number of shares; (iii) combine the outstanding shares of
Cox Common Stock into a smaller number of shares; (iv) issue by reclassification
of shares of Cox Common Stock any shares of common stock of Cox; (v) issue
rights or warrants to all holders of Cox Common Stock entitling them to
subscribe for or purchase shares of Cox Common Stock at a price per share less
than the then current market price of the Cox Common Stock (other than rights to
purchase Cox Common Stock pursuant to a plan for the reinvestment of dividends
or interest); or (vi) pay a dividend or make a distribution to all holders of
Cox Common Stock of evidences of its indebtedness or other assets (excluding any
stock dividends or distributions referred to in clause (i) above or any cash
dividends other than any Extraordinary Cash Dividend (as defined below)) or
issue to all holders of Cox Common Stock rights or warrants to subscribe for or
purchase any of its securities (other than those referred to in clause (v)
above) (any of the foregoing are referred to as the "Distributed Assets"). The
effect of the foregoing is that there will not be any adjustments to the Payment
Rate Formula for the issuance by Cox of options, warrants, stock purchase rights
or securities in connection with Cox's employee benefit plans.
In the case of the events referred to in clauses (i), (ii), (iii) and (iv)
above, the Payment Rate Formula shall be adjusted so that each holder of any
STRYPES shall thereafter be entitled to receive, upon payment and discharge or
redemption of such STRYPES, the number of shares of Cox Common Stock which such
holder would have owned or been entitled to receive immediately following any
such event had such STRYPES been paid and discharged or redeemed immediately
prior to such event or any record date with respect thereto.
In the case of the event referred to in clause (v) above, the Payment Rate
Formula shall be adjusted by multiplying each of the Share Components in the
Payment Rate Formula in effect immediately prior to the date of issuance of the
rights or warrants referred to in clause (v) above by a fraction, the numerator
of which shall be the number of shares of Cox Common Stock outstanding on the
date of issuance of such rights or warrants, immediately prior to such issuance,
plus the number of additional shares of Cox Common Stock offered for
subscription or purchase pursuant to such rights or warrants, and the
denominator of which shall be the number of shares of Cox Common Stock
outstanding on the date of issuance of such rights or warrants, immediately
prior to such issuance, plus the number of additional shares of Cox Common Stock
which the aggregate offering price of the total number of shares of Cox Common
Stock so offered for subscription or purchase pursuant to such rights or
warrants would purchase at the current market price (determined as the average
Closing Price per share of Cox Common Stock on the 20 Trading Days immediately
prior to the date such rights or warrants are issued, subject to certain
adjustments), which shall be determined by multiplying such total number of
shares by the exercise price of such rights or warrants and dividing the product
so obtained by such current market price. To the extent that shares of Cox
Common Stock are not delivered after the expiration of such rights or warrants,
or if such rights or warrants are not issued, the Payment Rate Formula shall be
readjusted to the Payment Rate Formula which would then be in effect had such
adjustments for the issuance of such rights or warrants been made upon the basis
of delivery of only the number of shares of Cox Common Stock actually delivered.
In the case of the event referred to in clause (vi) above, the Payment Rate
Formula shall be adjusted by multiplying each of the Share Components in the
Payment Rate Formula in effect on the record date by a fraction, the numerator
of which shall be the market price per share of the Cox Common Stock on the
record date for the determination of stockholders entitled to receive the
dividend or distribution referred to in clause (vi) above (such market price
being determined as the average Closing Price per share of Cox Common Stock on
the 20 Trading Days immediately prior to such record date, subject to certain
adjustments), and the denominator of which shall be such market price per share
of Cox Common Stock less the fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive, and described
in a resolution adopted with respect thereto) as of such record date of the
portion of the Distributed Assets so distributed applicable to one share of Cox
Common Stock; provided, however, that in the event that the then fair market
value (as so determined) of
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the portion of the Distributed Assets so distributed applicable to one share of
Cox Common Stock is equal to or greater than the market price per share of Cox
Common Stock as of such record date, in lieu of the foregoing adjustment, the
Company shall reserve such Distributed Assets (or, in the case of Distributed
Assets of a kind described in (z) below, an amount in cash equal to the fair
market value thereof, determined in the manner and as of the date described in
clause (z) below) for delivery to the holders of the STRYPES on the Maturity
Date and, on the Maturity Date, shall deliver to each such holder, in addition
to the shares of Cox Common Stock (or cash in lieu thereof) to which such holder
is otherwise entitled, (x) in respect of that portion, if any, of the
Distributed Assets consisting of cash, the amount of such Distributed Assets
consisting of cash which such holder would have received had each STRYPES held
by such holder been paid and discharged immediately prior to the record date for
the determination of stockholders entitled to receive such dividend or
distribution or such rights or warrants, without interest, plus (y) in respect
of that portion, if any, of the Distributed Assets consisting of securities for
which there is an actual or when issued trading market ("marketable
securities"), the amount of such Distributed Assets consisting of marketable
securities which such holder would have received had each STRYPES held by such
holder been paid and discharged immediately prior to the record date for the
determination of stockholders entitled to receive such dividend or distribution
or such rights or warrants, plus (z) in respect of that portion, if any, of the
Distributed Assets which are of a kind other than that described in clause (x)
or (y) above, an amount in cash equal to the fair market value (as determined by
the Board of Directors of the Company, whose determination shall be conclusive,
and described in a resolution adopted with respect thereto), as of the record
date for determination of stockholders entitled to receive such dividend or
distribution or such rights or warrants, of the Distributed Assets consisting of
other assets which such holder would have received had each STRYPES held by such
holder been paid and discharged immediately prior to such record date, without
interest thereon.
An "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, all cash dividends on the Cox Common Stock during such period
to the extent such dividends exceed on a per share basis 10% of the average
Closing Price of the Cox Common Stock over such period (less any such dividends
for which a prior adjustment to the Payment Rate Formula was previously made).
All adjustments to the Payment Rate Formula will be calculated to the nearest
1/10,000th of a share of Cox Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Payment Rate Formula shall be required unless such adjustment would require
an increase or decrease of at least one percent therein; provided, however, that
any adjustments which by reason of the foregoing are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Payment Rate Formula as described above, an
adjustment will also be made to the Maturity Price solely to determine which of
clauses (a), (b) or (c) of the Payment Rate Formula will apply on the Maturity
Date. The required adjustment to the Maturity Price will be made by multiplying
each of the Closing Prices used in determining the Maturity Price by a fraction,
the numerator of which shall be the Share Component in clause (c) of the Payment
Rate Formula immediately after such adjustment described above, and the
denominator of which shall be the Share Component in clause (c) of the Payment
Rate Formula immediately before such adjustment described above. Each such
adjustment to the Payment Rate Formula shall be made successively.
In the event of (A) any consolidation or merger of Cox, or any surviving
entity or subsequent surviving entity of Cox (a "Cox Successor"), with or into
another entity (other than a merger or consolidation in which Cox is the
continuing corporation and in which the Cox Common Stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of Cox or another corporation), (B) any sale, transfer, lease or
conveyance to another corporation of the property of Cox or any Cox Successor as
an entirety or substantially as an entirety, (C) any statutory exchange of
securities of Cox or any Cox Successor with another corporation (other than in
connection with a merger or acquisition) or (D) any liquidation, dissolution,
winding up or bankruptcy of Cox or any Cox Successor (any such event described
in clause (A), (B), (C) or (D), a "Reorganization Event"), the Payment Rate
Formula used to determine the amount payable on the Maturity Date for each
STRYPES will be adjusted to provide that each holder of STRYPES will receive on
the Maturity Date for each STRYPES cash in an amount equal to (a) if the
Transaction Value (as defined below) is greater than or equal to the Threshold
Appreciation Price, .8196 multiplied by the Transaction Value, (b) if the
Transaction Value is less
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than the Threshold Appreciation Price but greater than the Initial Price, the
Initial Price and (c) if the Transaction Value is less than or equal to the
Initial Price, the Transaction Value. "Transaction Value" means (i) for any cash
received in any such Reorganization Event, the amount of cash received per share
of Cox Common Stock, (ii) for any property other than cash or securities
received in any such Reorganization Event, an amount equal to the market value
on the Maturity Date of such property received per share of Cox Common Stock as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Company and (iii) for any securities received
in any such Reorganization Event, an amount equal to the average Closing Price
per unit of such securities on the 20 Trading Days immediately prior to the
second Trading Day preceding the Maturity Date multiplied by the number of such
securities received for each share of Cox Common Stock. Notwithstanding the
foregoing, in the event that property or securities, or a combination of cash,
on the one hand, and property or securities, on the other, are received in such
Reorganization Event, the Company may, in lieu of delivering cash as described
above, deliver the amount of cash, securities and other property received per
share of Cox Common Stock in such Reorganization Event determined in accordance
with clause (i), (ii) or (iii) above, as applicable. If the Company elects to
deliver securities or other property, holders of the STRYPES will be responsible
for the payment of any and all brokerage and other transaction costs upon any
subsequent sale of such securities or other property. The kind and amount of
securities with which the STRYPES shall be paid and discharged after
consummation of such transaction shall be subject to adjustment as described
above following the date of consummation of such transaction.
No adjustments will be made for certain other events, such as offerings of
Cox Common Stock by Cox for cash or in connection with acquisitions. Likewise,
no adjustments will be made for any sales of Cox Common Stock by CEI.
The Company is required, within ten Business Days following the occurrence
of an event that requires an adjustment to the Payment Rate Formula (or if the
Company is not aware of such occurrence, as soon as practicable after becoming
so aware), to provide written notice to the Trustee and to the holders of the
STRYPES of the occurrence of such event and a statement in reasonable detail
setting forth the adjusted Payment Rate Formula and the method by which the
adjustment to the Payment Rate Formula was determined, provided that, in respect
of any adjustment to the Maturity Price, such notice will only disclose the
factor by which each of the Closing Prices used in determining the Maturity
Price is to be multiplied in order to determine the Payment Rate on the Maturity
Date. Until the Maturity Date, the Payment Rate itself cannot be determined.
Fractional Shares
No fractional shares of Cox Common Stock will be delivered if the Company
pays and discharges the STRYPES by delivering shares of Cox Common Stock. In
lieu of any fractional share otherwise deliverable in respect of all STRYPES of
any holder on the Maturity Date, such holder shall be entitled to receive an
amount in cash equal to the value of such fractional share at the Maturity
Price.
Special Redemption Upon Tax Event
The STRYPES will be redeemable at the option of the Company, in whole but
not in part, at any time from and after the date (the "Tax Event Date") on which
a Tax Event (as defined below) shall occur at a price per STRYPES (the "Tax
Event Redemption Price") equal to (a) an amount of cash equal to the sum of (i)
all accrued and unpaid interest on such STRYPES to the date fixed for redemption
(the "Redemption Date"), (ii) the sum of all interest payments on such STRYPES
due after the Redemption Date and on or prior to the Maturity Date and (iii)
$1.37 (equal to the interest payable on such STRYPES for one year), plus (b) a
number of shares of Cox Common Stock determined in accordance with the Payment
Rate Formula, with the Redemption Date being deemed to be the Maturity Date for
purposes of calculating the Maturity Price.
A "Tax Event" means that CEI shall have delivered to the Company an opinion
(the "Tax Event Opinion") from independent tax counsel experienced in such
matters to the effect that, as a result of (a) any amendment or proposed
amendment to, or change (including any announced prospective change) or proposed
change in, the laws
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(or any regulations thereunder) of the United States or any taxing authority
thereof or therein or (b) any amendment to, or change in, an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency or regulatory authority, enacted, promulgated, introduced,
issued or announced or which interpretation is issued or announced or which
action is taken, on or after the date of this Prospectus Supplement, there is
more than an insubstantial risk that a corporation that sells or otherwise
disposes of stock in another corporation on a date that is after the date of
this Prospectus Supplement and that is on or prior to the Maturity Date would
not be permitted to specifically identify the stock sold or disposed of for
purposes of determining the amount of such corporation's gain or loss on the
stock sold or disposed of for United States Federal income tax purposes.
On March 19, 1996, the U.S. Treasury Department proposed a series of tax law
changes as part of President Clinton's 1997 Budget proposal. These proposed tax
law changes would, among other things, require taxpayers (including
corporations) that sell or otherwise dispose of securities (which term includes
stock in a corporation) that are substantially identical to securities which
they continue to hold to determine their tax basis in such substantially
identical securities using the average basis of all of their holdings in the
securities, and would prevent such taxpayers from specifically identifying the
securities sold or disposed of for purposes of determining the amount of their
gain or loss on the securities sold or disposed of for United States Federal
income tax purposes. As originally proposed, this "average cost basis" rule
would apply to determinations (i.e., tax basis determinations made at the time
of sale or disposition) made more than 30 days after the date on the which the
proposal is enacted. Thus, if this "average cost basis" rule is ultimately
adopted in its current form on a date that is 31 or more days prior to the
Maturity Date, such enactment could result in a Tax Event. Furthermore, if there
are future legislative developments such that as a result thereof there is more
than an insubstantial risk that this "average cost basis" rule or a provision
with similar effect will be adopted and effective for determinations made on or
prior to the Maturity Date, such legislative developments could result in a Tax
Event. The Company cannot predict whether or not these proposed tax law changes
will ultimately become law. Moreover, the Company cannot predict whether or not
any other future change or proposed change in the tax law will occur which could
give rise to a Tax Event, nor can it predict whether CEI will elect to cause a
Tax Event by delivering the Tax Event Opinion to the Company in the event that a
change or proposed change in the tax law occurs which could give rise to a Tax
Event.
The Company will provide notice of any call for redemption of STRYPES to
holders of record of the STRYPES not less than 10 nor more than 30 calendar days
prior to the related Redemption Date. Such notice will state the following and
may contain such other information as the Company deems advisable: (a) the
Redemption Date; (b) the place or places where certificates for the STRYPES are
to be surrendered for redemption and (c) that interest will cease to accrue on
the STRYPES on the Redemption Date (except as otherwise provided in the
Indenture). Any such notice will be provided by mail, sent to each holder of
record of STRYPES at such holder's address as it appears on the security
register for the STRYPES, first class postage prepaid; provided, however, that
failure to give such notice or any defect therein shall not affect the validity
of the proceeding for redemption of any STRYPES except as to the holder to whom
the Company has failed to give said notice or whose notice was defective. At or
prior to the mailing of such notice of redemption, the Company will publish a
public announcement of redemption in The Wall Street Journal or another daily
newspaper of national circulation.
The Company will not be required to deliver any fractional share of Cox
Common Stock on the Redemption Date and, in lieu thereof, will pay an amount in
cash equal to the value of such fractional share of Cox Common Stock based on
the average Closing Price per share of Cox Common Stock on the 20 Trading Days
immediately prior to, but not including, the second Trading Day preceding the
Redemption Date.
On and after the Redemption Date, all rights of a holder of STRYPES will
terminate except the right to receive for each STRYPES so redeemed the Tax Event
Redemption Price (unless there is a default on the payment of such Tax Event
Redemption Price).
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No Sinking Fund
The STRYPES do not contain sinking fund or other mandatory redemption
provisions. The STRYPES are not subject to payment prior to the Maturity Date at
the option of the holder.
Ranking
The STRYPES will be unsecured obligations and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company.
There are no contractual restrictions on the ability of the Company or its
subsidiaries to incur additional secured or unsecured debt. However, borrowings
by certain subsidiaries, including MLPF&S, are restricted by net capital
requirements under the Exchange Act and under rules of certain exchanges and
other regulatory bodies.
Securities Depository
Upon issuance, each series of STRYPES will be represented by one or more
fully registered global securities (the "Global Notes"). Each such Global Note
will be deposited with, or on behalf of, The Depository Trust Company, as
Securities Depository (the "Securities Depository"), and registered in the name
of the Securities Depository or a nominee thereof. Unless and until it is
exchanged in whole or in part for STRYPES in definitive form under the limited
circumstances described below, no Global Note may be transferred except as a
whole by the Securities Depository to a nominee of such Securities Depository or
by a nominee of such Securities Depository to such Securities Depository or
another nominee of such Securities Depository or by such Securities Depository
or any such nominee to a successor of such Securities Depository or a nominee of
such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers
(including MLPF&S), banks, trust companies, clearing corporations, and certain
other organizations.
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Securities
Depository's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Purchases of STRYPES must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each STRYPES ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmations from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interest in such Global Note will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The
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laws of some states may require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial interests in
Global Notes.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Note, the Securities Depository or its nominee, as the case
may be, will be considered the sole owner or holder of the STRYPES represented
by such Global Note for all purposes under the Indenture. Except as provided
below, Beneficial Owners in a Global Note will not be entitled to have the
STRYPES represented by such Global Notes registered in their names, will not
receive or be entitled to receive physical delivery of the STRYPES in definitive
form and will not be considered the owners or holders thereof under the
Indenture. Accordingly, each Person owning a beneficial interest in a Global
Note must rely on the procedures of the Securities Depository and, if such
Person is not a Participant, on the procedures of the Participant through which
such Person owns its interest, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of holders or that an owner of a
beneficial interest in such a Global Note desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Securities
Depository would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by the Securities Depository to Participants,
by Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of any amount with respect to STRYPES registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the holder of the Global Notes
representing such STRYPES. None of the Company, the Trustee or any other agent
of the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment in respect of a Global Note,
will credit the accounts of the Participants with payment in amounts
proportionate to their respective holdings of beneficial interest in such Global
Note as shown on the records of the Securities Depository. The Company also
expects that payments by Participants to Beneficial Owners will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participants.
If, with respect to a series of STRYPES, (x) the Securities Depository is at
any time unwilling or unable to continue as Securities Depository and a
successor depository is not appointed by the Company within 60 days, (y) the
Company executes and delivers to the Trustee a Company Order to the effect that
the Global Notes shall be exchangeable or (z) an Event of Default has occurred
and is continuing with respect to any STRYPES of that series, the Company will
issue STRYPES in definitive form in exchange for all of the Global Notes
representing the STRYPES of that series. Such definitive STRYPES shall be
registered in such name or names as the Securities Depository shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Securities Depository from Participants with respect to
ownership of beneficial interests in such Global Notes.
Merger and Consolidation
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume the due
and punctual delivery or payment of the Underlying Securities (or cash with an
equal value) in respect of, any interest and Additional Amounts on, and any
other amounts payable with respect to, the
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STRYPES of each series and the due and punctual performance and observance of
all of the covenants and conditions of the Indenture to be performed or observed
by the Company, and (ii) the Company or such successor corporation, as the case
may be, shall not immediately thereafter be in default under the Indenture.
Limitations Upon Liens
The Indenture provides that the Company may not, and may not permit any
Subsidiary (defined in the Indenture as any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly 50% of the shares of Voting Stock of such corporation)
to, create, assume, incur or permit to exist any indebtedness for borrowed money
secured by a pledge, lien or other encumbrance (except for certain liens
specifically permitted by the Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
STRYPES will be secured equally and ratably with such secured indebtedness.
Limitations on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Indenture provides that the Company may not permit MLPF&S to (i)
merge or consolidate, unless the surviving company is a Controlled Subsidiary,
or (ii) convey or transfer its properties and assets substantially as an
entirety, except to one or more Controlled Subsidiaries.
Events of Default
Each of the following will constitute an Event of Default under the
Indenture with respect to each series of STRYPES: (a) failure to pay and
discharge the STRYPES of that series with the Underlying Securities or, if the
Company so elects, to pay an equivalent amount in cash in lieu thereof when due;
(b) failure to pay the Redemption Price or any redemption premium with respect
to any STRYPES of that series when due; (c) failure to deposit any sinking fund
payment, when and as due by the terms of any STRYPES of that series; (d) failure
to pay any interest on or any Additional Amounts in respect of any STRYPES of
that series when due, continued for 30 days; (e) failure to perform any other
covenant of the Company contained in the Indenture for the benefit of that
series or in the STRYPES of that series, continued for 60 days after written
notice has been given to the Company by the Trustee, or to the Company and the
Trustee by the holders of at least 10% of the aggregate issue price of the
Outstanding STRYPES of that series, as provided in the Indenture; (f) certain
events in bankruptcy, insolvency or reorganization of the Company; and (g) any
other Event of Default provided with respect to STRYPES of that series.
If an Event of Default (other than an Event of Default described in clause
(f) of the immediately preceding paragraph) with respect to the STRYPES of any
series shall occur and be continuing, either the Trustee or the holders of at
least 25% of the aggregate issue price of the Outstanding STRYPES of that series
by notice as provided in the Indenture may declare an amount equal to the
aggregate issue price of all the STRYPES of that series and the interest accrued
thereon and Additional Amounts payable in respect thereof, if any, to be
immediately due and payable in cash. If an Event of Default described in said
clause (f) shall occur, an amount equal to the aggregate issue price of all the
STRYPES of that series and the interest accrued thereon and Additional Amounts
payable in respect thereof, if any, will become immediately due and payable in
cash without any declaration or other action on the part of the Trustee or any
holder. After such acceleration, but before a judgment or decree based on
acceleration, the holders of a majority of the aggregate issue price of the
Outstanding STRYPES of that series may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the non-payment
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<PAGE>
of the amount equal to the aggregate issue price of all the STRYPES of that
series due by reason of such acceleration, have been cured or waived as provided
in the Indenture. See "Modification and Waiver" below.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of STRYPES of any
series, unless such holders of that series shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction.
Subject to such provisions for the indemnification of the Trustee, the holders
of a majority of the aggregate issue price of the STRYPES of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the STRYPES of that series.
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the fulfillment of any of its obligations under the Indenture
and, if so, specifying all such known defaults.
The STRYPES and other series of Senior Debt Securities issued under the
Indenture will not have the benefit of any cross-default provisions with other
indebtedness of the Company.
Modification and Waiver
Modifications of and amendments to the Indenture affecting a series of
STRYPES may be made by the Company and the Trustee with the consent of the
holders of 662/3% of the aggregate issue price of the Outstanding STRYPES of
such series; provided, however, that no such modification or amendment may,
without the consent of the holder of each Outstanding STRYPES of such series
affected thereby, (a) change the Maturity Date or the Stated Maturity of any
installment of interest or Additional Amounts on any STRYPES or any premium
payable on the redemption thereof, or change the Redemption Price, (b) reduce
the amount of Underlying Securities payable with respect to any STRYPES (or
reduce the amount of cash payable in lieu thereof), (c) reduce the amount of
interest or Additional Amounts payable on any STRYPES or reduce the amount of
cash payable with respect to any STRYPES upon acceleration of the maturity
thereof, (d) change the place or currency of payment of interest or Additional
Amounts on, or any amount of cash payable with respect to, any STRYPES, (e)
impair the right to institute suit for the enforcement of any payment on or with
respect to any STRYPES, including the payment of Underlying Securities with
respect to any STRYPES, (f) reduce the percentage of the aggregate issue price
of Outstanding STRYPES of such series, the consent of whose holders is required
to modify or amend the Indenture, (g) reduce the percentage of the aggregate
issue price of Outstanding STRYPES of such series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults or (h) modify such provisions with respect to modification and waiver.
Except as provided in the Indenture, no modification of or amendment to the
Indenture may adversely affect the rights of a holder of any other Senior Debt
Security without the consent of such holder.
The holders of a majority of the aggregate issue price of each series of
STRYPES may waive compliance by the Company with certain restrictive provisions
of the Indenture. The holders of a majority of the aggregate issue price of each
series of STRYPES may waive any past default under the Indenture, except a
default in the payment of the Underlying Securities with respect to any STRYPES
of that series, or of cash payable in lieu thereof, or in the payment of any
premium, interest or Additional Amounts on any STRYPES of that series for which
payment had not been subsequently made or in respect of a covenant and provision
of the Indenture which cannot be modified or amended without the consent of the
holder of each Outstanding STRYPES of such series affected.
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<PAGE>
Governing Law
The Indenture and the STRYPES will be governed by, and construed in
accordance with, the laws of the State of New York.
Listing
The STRYPES have been listed on the NYSE under the symbol CML.
CERTAIN ARRANGEMENTS WITH CEI
Pursuant to an agreement (the "STRYPES Agreement"), CEI is obligated to
deliver to Merrill Lynch Capital Services, Inc., a wholly-owned subsidiary of
the Company (the "ML&Co. Subsidiary"), immediately prior to the Maturity Date a
number of shares of Cox Common Stock equal to the number required by the Company
to pay and discharge all of the STRYPES. In lieu of delivering shares of Cox
Common Stock immediately prior to the Maturity Date, CEI has the right to
satisfy its obligation under the STRYPES Agreement by delivering at such time
cash in an amount equal to the value of such number of shares of Cox Common
Stock at the Maturity Price. Such right, if exercised by CEI, must be exercised
with respect to all shares of Cox Common Stock then deliverable pursuant to the
STRYPES Agreement. Under the STRYPES Agreement, the Company has agreed to pay
and discharge the STRYPES by delivering to the holders thereof on the Maturity
Date the form of consideration that the ML&Co. Subsidiary receives from CEI. CEI
also has the option, exercisable on or after a Tax Event Date, to satisfy and
discharge its obligations under the STRYPES Agreement by delivering to the
ML&Co. Subsidiary, on a date fixed by CEI for early settlement, cash and shares
of Cox Common Stock in an amount and number, respectively, equal to the amount
and number required by the Company to redeem all of the STRYPES. Under the
STRYPES Agreement, the Company has agreed to redeem all of the STRYPES in the
event that CEI exercises such option. The consideration paid by the ML&Co.
Subsidiary under the STRYPES Agreement is $188,572,500 in the aggregate, and was
paid to CEI on May 29, 1996. No other consideration is payable by the ML&Co.
Subsidiary to CEI in connection with its acquisition of the Cox Common Stock or
the performance of the STRYPES Agreement by CEI. The Company has agreed with CEI
that, without the prior consent of CEI, it will not amend the Indenture to
increase the consideration that CEI is obligated to deliver pursuant to the
STRYPES Agreement.
Until such time, if any, as CEI shall have delivered shares of Cox Common
Stock to the ML&Co. Subsidiary pursuant to the terms of the STRYPES Agreement,
CEI will retain all ownership rights with respect to the Cox Common Stock held
by it (including, without limitation, voting rights and rights to receive any
dividends or other distributions in respect thereof).
CEI has no obligations with respect to the STRYPES or amounts to be paid to
holders thereof, including any obligation to take the needs of the Company or
holders of the STRYPES into consideration in determining whether to deliver
shares of Cox Common Stock or cash or for any other reason. The STRYPES
Agreement between the ML&Co. Subsidiary and CEI is a commercial transaction and
does not create any rights in, or for the benefit of, any third party, including
any holder of STRYPES.
In the event CEI does not perform under the STRYPES Agreement, the Company
will be required to otherwise acquire shares of Cox Common Stock for delivery to
holders of the STRYPES on the Maturity Date or upon redemption, unless, in the
case of shares deliverable on the Maturity Date, it elects to exercise its
option to deliver cash with an equal value.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as
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<PAGE>
stated in their reports incorporated by reference herein. The Selected Financial
Data under the captions "Operating Results", "Financial Position" and "Common
Share Data" for each of the five years in the period ended December 27, 1996
included in the 1996 Annual Report to Stockholders of the Company, and
incorporated by reference herein, has been derived from consolidated financial
statements audited by Deloitte & Touche LLP, as set forth in their reports
included as an exhibit to the Registration Statement or incorporated by
reference herein. Such consolidated financial statements and related financial
statement schedules, and such Selected Financial Data appearing or incorporated
by reference in this Prospectus and the Registration Statement of which this
Prospectus is a part, have been included or incorporated herein by reference in
reliance upon such reports of Deloitte & Touche LLP given upon their authority
as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
18
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
PROSPECTUS
Merrill Lynch & Co., Inc.
7 1/4% STRYPES(sm) Due June 15, 1999
Payable with Shares of Common Stock of SunAmerica Inc.
(or in cash)
----------
On June 12, 1996, Merrill Lynch & Co., Inc. (the "Company") issued 3,000,000
of its Structured Yield Product Exchangeable for Stock(sm), 7 1/4% STRYPES(sm)
Due June 15, 1999 (each, a "STRYPES"). The issue price of each STRYPES was
$56.375, which amount was equal to the last sale price of the common stock, par
value $1.00 per share (the "SunAmerica Common Stock"), of SunAmerica Inc., a
Maryland corporation ("SunAmerica"), on June 6, 1996, as reported on the New
York Stock Exchange (the "Initial Price"). The STRYPES will mature on June 15,
1999 (the "Maturity Date"). Interest on the STRYPES, at the rate of 7 1/4% of
the issue price per annum, is payable in cash quarterly in arrears on March 15,
June 15, September 15 and December 15, beginning September 15, 1996. The STRYPES
are not subject to redemption or any sinking fund prior to maturity. The STRYPES
are unsecured obligations of the Company ranking pari passu with all of its
other unsecured and unsubordinated indebtedness. See "Description of the
STRYPES-Ranking." On the Maturity Date, unless redeemed on or prior to such
date, the Company will pay and discharge each STRYPES by delivering to the
holder thereof one share of SunAmerica Common Stock, subject to adjustment in
certain events (subject to the Company's right to deliver, with respect to all,
but not less than all, of the STRYPES then outstanding, cash in an amount equal
to the Current Market Price (as defined herein), determined as of the second
Trading Day (as defined herein) prior to the applicable Notice Date (as defined
herein), of SunAmerica Common Stock which otherwise would have been delivered).
Because the price of the SunAmerica Common Stock is subject to market
fluctuations, the value of the SunAmerica Common Stock (or, at the option of the
Company, the amount of cash) received by a holder of STRYPES at maturity may be
less than the amount paid for the STRYPES upon issuance, in which case an
investment in the STRYPES will result in loss.
At any time or from time to time on or prior to the Maturity Date, the
Company may, at its option, redeem the outstanding STRYPES, in whole or in part,
at a redemption price per STRYPES initially equal to $86.568, declining by
$.00966 on each day following the Issue Date to $76.686 on April 15, 1999, and
equal to $76.106 thereafter, payable in either (i) shares of SunAmerica Common
Stock having an aggregate Current Market Price, determined as of the second
Trading Day prior to the applicable Notice Date, equal to the applicable
redemption price or (ii) at the Company's option (which may be exercised with
respect to all, but not less than all, of the STRYPES to be redeemed on any
redemption date) cash, plus in either case an amount in cash equal to accrued
and unpaid interest on the STRYPES to but excluding the redemption date. The
STRYPES are not subject to any sinking fund.
The opportunity for capital appreciation afforded by an investment in the
STRYPES is limited because the Company may, at its option, redeem the STRYPES at
any time on or prior to the Maturity Date at the redemption prices described
above. Although not obligated to do so, the Company may be expected to redeem
the STRYPES on or prior to the Maturity Date if the market price of the
SunAmerica Common Stock exceeds the applicable redemption price, in which event
holders of STRYPES will receive less than one share of SunAmerica Common Stock
for each STRYPES (or, at the option of the Company, cash in an amount equal to
the Current Market Price of less than one share of such SunAmerica Common
Stock).
The Notice Date applicable to the Maturity Date or a redemption date will be
at least 30 days and could be up to 60 days prior to such Maturity Date or
redemption date, as the case may be. If, as described above, the Company (i)
elects to pay the STRYPES in cash at maturity or (ii) elects to redeem the
STRYPES, in whole or in part, and to pay the redemption price by delivering
shares of SunAmerica Common Stock, the amount of cash payable on the Maturity
Date or the number of shares to be delivered on the redemption date, as the case
may be, will be determined on the basis of the Current Market Price as of the
second Trading Day prior to the applicable Notice Date. The price of the
SunAmerica Common Stock is subject to market fluctuations and, as a result, (a)
the amount of cash delivered on the Maturity Date in respect of each STRYPES may
be more or less than the market value on the Maturity Date of the SunAmerica
Common Stock which a holder would otherwise have been entitled to receive and
(b) the market value on a redemption date of shares of SunAmerica Common Stock
delivered in respect of each STRYPES may be more or less than the applicable
redemption price.
SunAmerica Inc. is not affiliated with the Company and has no obligation
with respect to the STRYPES. See "Risk Factors" on page 3 for certain
considerations relevant to an investment in the STRYPES. The STRYPES have
been listed on the New York Stock Exchange ("NYSE") under the symbol "SAI."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
This Prospectus has been prepared in connection with the STRYPES and is to
be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the STRYPES.
MLPF&S may act as principal or agent in such transactions. The STRYPES may be
offered on the NYSE or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the STRYPES will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
---------------------------
Merrill Lynch & Co.
---------------------------
The date of this Prospectus is ________, 1997.
(sm)Service Mark of Merrill Lynch & Co., Inc.
<PAGE>
The Commissioner of Insurance of The State of North Carolina has not
approved or disapproved the offering of the STRYPES made hereby, nor has the
Commissioner passed upon the accuracy or adequacy of this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the NYSE, the American Stock Exchange, the Chicago Stock Exchange
and the Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), covering the STRYPES. This Prospectus
does not contain all the information set forth in the Registration Statement and
the exhibits thereto, to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date.
2
<PAGE>
RISK FACTORS
Risk of Fluctuations in Price of SunAmerica Common Stock; Calculation of Current
Market Price
Because the price of the SunAmerica Common Stock is subject to market
fluctuations, the value of the SunAmerica Common Stock (or, pursuant to the
option of the Company exercisable at maturity, the amount of cash) received by a
holder of STRYPES upon maturity may be less than the amount paid for the STRYPES
upon issuance, in which case an investment in the STRYPES will result in a loss.
Accordingly, a holder of STRYPES assumes the risk that the market value of the
SunAmerica Common Stock may decline, and that such decline could be substantial.
The SunAmerica Prospectus covers the shares of SunAmerica Common Stock which may
be received by a holder of the STRYPES on the Maturity Date or upon redemption.
The Notice Date applicable to the Maturity Date or a redemption date will be
at least 30 days and could be up to 60 days prior to such Maturity Date or
redemption date, as the case may be. If the Company (i) elects to pay the
STRYPES in cash at maturity or (ii) elects to redeem the STRYPES, in whole or in
part, and to pay the redemption price by delivering shares of SunAmerica Common
Stock, the amount of cash payable on the Maturity Date or the number of shares
to be delivered on the redemption date, as the case may be, will be determined
on the basis of the Current Market Price as of the second Trading Day prior to
the applicable Notice Date. The price of the SunAmerica Common Stock is subject
to market fluctuations and, as a result, (a) the amount of cash delivered on the
Maturity Date in respect of each STRYPES may be more or less than the market
value on the Maturity Date of the SunAmerica Common Stock which a holder would
otherwise have been entitled to receive and (b) the market value on a redemption
date of shares of SunAmerica Common Stock delivered in respect of each STRYPES
may be more or less than the applicable redemption price.
As described under "Description of the STRYPES--Certain Definitions," the
Current Market Price used to determine the amount of cash which may, at the
option of the Company, be paid at maturity or the number of shares of SunAmerica
Common Stock which may, at the option of the Company, be delivered upon any
redemption of the STRYPES will generally be equal to the average of the daily
Closing Prices (as defined) of the SunAmerica Common Stock for the five
consecutive Trading Days ending on and including the date of determination.
However, if the Closing Price on the Trading Day next following such five-day
period (the "Next-Day Closing Price") is less than 95% of such five-day average
Closing Price, then the Current Market Price on such date of determination will
be the Next-Day Closing Price. Because the price of the SunAmerica Common Stock
is subject to market fluctuations, it is possible that the Next-Day Closing
Price could be significantly less than such five-day average.
Limitation on Opportunity for Capital Appreciation
The opportunity for capital appreciation afforded by an investment in the
STRYPES is less than the opportunity for capital appreciation afforded by a
direct investment in the SunAmerica Common Stock. The opportunity for capital
appreciation afforded by an investment in the STRYPES is limited because the
Company may, at its option, redeem the STRYPES at any time on or prior to the
Maturity Date at the redemption prices described herein. Although not obligated
to do so, the Company may be expected to redeem the STRYPES on or prior to the
Maturity Date if the market price of the SunAmerica Common Stock exceeds the
applicable redemption price, in which event holders of STRYPES will receive less
than one share of SunAmerica Common Stock for each STRYPES (or, at the option of
the Company, cash in an amount equal to the Current Market Price of less than
one share of such SunAmerica Common Stock). See "Description of the
STRYPES--Optional Redemption." If the Company elects to redeem the STRYPES, in
whole or in part, the capital appreciation, exclusive of accrued interest,
realized on an investment in the STRYPES will, for any owner of STRYPES called
for redemption, be limited to the excess, if any, of (i) the value of the
SunAmerica Common Stock or the amount of cash, as the case may be, received in
payment of such redemption price (such redemption price being initially $86.568
and declining thereafter to $76.106), over (ii) the price paid by such owner for
such STRYPES (the initial price being the price to public for each STRYPES shown
on the cover page of this Prospectus and the price thereafter being subject to
market
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fluctuations).
Factors Affecting Trading Prices
The trading prices of the STRYPES in the secondary market will be directly
affected by the trading prices of the SunAmerica Common Stock in the secondary
market. It is impossible to predict whether the price of SunAmerica Common Stock
will rise or fall. Trading prices of SunAmerica Common Stock will be influenced
by SunAmerica's operating results and prospects, by complex and interrelated
political, economic, financial and other factors and market conditions that can
affect the capital markets generally, the market segment of which SunAmerica is
a part, the NYSE (on which the SunAmerica Common Stock is traded), including the
level of, and fluctuations in, the trading prices of stocks generally and sales
of substantial amounts of SunAmerica Common Stock in the market subsequent to
the offering of the STRYPES or the perception that such sales could occur, and
by other events that are difficult to predict and beyond the Company's control.
Impact of STRYPES on the Market for SunAmerica Common Stock
It is not possible to predict accurately how the STRYPES will trade in the
secondary market or whether such market will be liquid. Any market that develops
for the STRYPES is likely to influence and be influenced by the market for
SunAmerica Common Stock. For example, the price of SunAmerica Common Stock could
be depressed by investors' anticipation of the potential distribution into the
market of substantial additional amounts of SunAmerica Common Stock on the
Maturity Date or upon redemption of the STRYPES, by possible sales of SunAmerica
Common Stock by investors who view the STRYPES as a more attractive means of
equity participation in SunAmerica and by hedging or arbitrage trading activity
that may develop involving the STRYPES and the SunAmerica Common Stock. In
addition Mr. Eli Broad (the "Selling Stockholder") is not precluded from selling
SunAmerica Common Stock. Any such sales could have an adverse effect on the
market price of SunAmerica Common Stock and/or the STRYPES.
Possible Illiquidity of the Secondary Market
It is not possible to predict how the STRYPES will trade in the secondary
market or whether such market will be liquid or illiquid. The STRYPES are novel
securities and there is currently no secondary market for the STRYPES. The
STRYPES have been listed on the NYSE under the symbol "SAI." However there can
be no assurance that an active trading market for the STRYPES will develop, that
such listing will provide the holders of the STRYPES with liquidity of
investment, or that the STRYPES will not later be delisted or that trading of
the STRYPES on the NYSE will not be suspended. In the event of a delisting or
suspension of trading on the NYSE, the Company will apply for listing of the
STRYPES on another national securities exchange or for quotation on another
trading market. If the STRYPES are not listed or traded on any securities
exchange or trading market, or if trading of the STRYPES is suspended, pricing
information for the STRYPES may be more difficult to obtain and the liquidity of
the STRYPES may be adversely affected.
No Stockholder Rights
Holders of the STRYPES will not be entitled to any rights with respect to
the SunAmerica Common Stock (including, without limitation, voting rights and
rights to receive any dividends or other distributions in respect thereof)
unless and until such time, if any, as the Company shall have delivered shares
of SunAmerica Common Stock for STRYPES on the Maturity Date or upon redemption,
and unless the applicable record date, if any, for the exercise of such rights
occurs after such date. For example, in the event that an amendment is proposed
to the certificate of incorporation of SunAmerica and the record date for
determining the stockholders of record entitled to vote on such amendment occurs
prior to such delivery, holders of the STRYPES will not be entitled to vote on
such amendment.
No Affiliation Between the Company and the Selling Stockholder
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The Company has no affiliation with the Selling Stockholder, and the Selling
Stockholder has no obligation with respect to the STRYPES or amounts to be paid
to the holders thereof, including any obligation to take the needs of the
Company or of the holders of STRYPES into consideration in determining whether
or when to cause redemption of the STRYPES or whether to deliver shares or cash
at maturity or upon redemption, or for any other reason.
No Affiliation Between the Company and SunAmerica
The Company has no affiliation with SunAmerica, and SunAmerica has no
obligations with respect to the STRYPES or amounts to be paid to holders
thereof, including any obligation to take the needs of the Company or of holders
of the STRYPES into consideration for any reason. SunAmerica will not receive
any of the proceeds of the offering of the STRYPES made hereby and is not
responsible for, and has not participated in, the determination or calculation
of the amount receivable by holders of the STRYPES on the Maturity Date or upon
redemption. SunAmerica is not involved with the administration or trading of the
STRYPES and has no obligations with respect to the amount receivable by holders
of the STRYPES on the Maturity Date or upon redemption.
Dilution of SunAmerica Common Stock
The number of shares of SunAmerica Common Stock (or, pursuant to the option
of the Company, the amount of cash) that holders of the STRYPES are entitled to
receive on the Maturity Date or upon redemption is subject to adjustment for
certain events arising from, among other things, a merger or consolidation in
which SunAmerica is not the surviving or resulting corporation, or a sale or
transfer of all or substantially all of the assets of SunAmerica on the
liquidation, dissolution, winding up or bankruptcy of SunAmerica, as well as
stock splits and combinations, stock dividends and certain other actions of
SunAmerica that modify its capital structure. See "Description of the
STRYPES--Dilution Adjustments." Such number of shares of SunAmerica Common Stock
(or, pursuant to the option of the Company, the amount of cash) to be received
by such holders on the Maturity Date or upon redemption will not be adjusted for
other events, such as offerings of SunAmerica Common Stock for cash or in
connection with acquisitions. SunAmerica is not restricted from issuing
additional shares of SunAmerica Common Stock during the term of the STRYPES and
has no obligation to consider the interests of the holders of the STRYPES for
any reason. Additional issuances may materially and adversely affect the market
price of the SunAmerica Common Stock and of the STRYPES.
Tax Matters
Because of an absence of authority as to the proper characterization of the
STRYPES, their ultimate tax treatment is uncertain. Accordingly, no assurances
can be given that any particular characterization and treatment of the STRYPES
will be accepted by the Internal Revenue Service ("IRS") or upheld by a court.
However, it is the opinion of Brown & Wood LLP, counsel to the Company, that the
characterization and tax treatment of the STRYPES described herein, while not
the only reasonable characterization and tax treatment, is based on reasonable
interpretations of law currently in effect and, even if successfully challenged
by the IRS, will not result in the imposition of penalties. The Indenture (as
defined below) will require that any holder subject to United States Federal
income tax include currently in income, for United States Federal income tax
purposes, payments denominated as interest that are made with respect to a
STRYPES in accordance with such holder's regular method of tax accounting. The
Indenture also requires the Company and holders to treat each STRYPES for tax
purposes as a unit (a "Unit") consisting of (i) a debt instrument (the "Debt
Instrument") with a fixed principal amount unconditionally payable on the
Maturity Date equal to the Issue Price of the STRYPES and bearing interest at
the stated interest rate on the STRYPES and (ii) a forward purchase contract
(the "Forward Contract") pursuant to which the holder agrees to use the
principal payment due on the Debt Instrument (or, in the event of redemption on
or prior to the Maturity Date, the redemption price) to purchase on the Maturity
Date or upon redemption on or prior to the Maturity Date the SunAmerica Common
Stock which the Company is obligated under the STRYPES to deliver at that time
(subject to the Company's right to deliver cash in lieu of the SunAmerica Common
Stock). The Indenture also requires that upon the acquisition of a STRYPES and
upon a holder's sale or other disposition
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of a STRYPES prior to the Maturity Date or redemption of the STRYPES, the amount
paid or realized by the holder be allocated by the holder between the Debt
Instrument and the Forward Contract based upon their relative fair market values
(as determined on the date of acquisition or disposition). For these purposes,
with respect to acquisitions of STRYPES in connection with the original issuance
thereof, the Company and each holder agrees, pursuant to the terms of the
Indenture, to assign $57.277 (i.e., 101.6%) of the initial purchase price of a
STRYPES (i.e., the Issue Price of a STRYPES) to the Debt Instrument component
and to assign $.902 (i.e., 1.6%) of the initial purchase price of a STRYPES to
the Forward Contract component. As previously mentioned, the appropriate
character and timing of income, gain or loss to be recognized on a STRYPES is
uncertain and investors should consult their own tax advisers concerning the
application of the United States Federal income tax laws to their particular
situations as well as any consequences of the purchase, ownership and
disposition of the STRYPES arising under the laws of any other taxing
jurisdiction.
Holding Company Structure
Since the Company is a holding company, the right of the Company, and hence
the right of creditors of the Company (including the holders of the STRYPES), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act,
and under the rules of certain securities exchanges and other regulatory bodies.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Government Securities Inc. is a primary dealer in obligations issued or
guaranteed by the U.S. Government and its agencies. Merrill Lynch Asset
Management, LP and Fund Asset Management, LP together constitute one of the
largest mutual fund managers in the world and provide investment advisory
services. Merrill Lynch Capital Services, Inc., Merrill Lynch Derivative
Products AG, and Merrill Lynch Capital Markets PLC are the Company's primary
derivative product dealers and enter into interest rate and currency swaps and
other derivative transactions as intermediaries and as principals. The Company's
insurance underwriting operations consist of the underwriting of life insurance
and annuity products. Banking, trust, and mortgage lending operations conducted
through subsidiaries of the Company include issuing certificates of deposit,
offering money market deposit accounts, making secured loans, and providing
foreign exchange facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries and that portion of rentals estimated to be representative of the
interest factor.
SUNAMERICA INC.
SunAmerica Inc. is a diversified financial services company specializing in
retirement savings products and services.
SunAmerica is subject to the informational requirements of the Exchange Act.
Accordingly, SunAmerica files reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Copies of such material can be inspected and copied at the public
reference facilities maintained by the Commission at the addresses specified
under "Available Information." Reports, proxy and information statements and
other information concerning SunAmerica may also be inspected at the offices of
the NYSE.
THE COMPANY IS NOT AFFILIATED WITH SUNAMERICA, AND SUNAMERICA HAS NO
OBLIGATIONS WITH RESPECT TO THE STRYPES. THIS PROSPECTUS RELATES ONLY TO THE
STRYPES OFFERED HEREBY AND DOES NOT RELATE TO THE SUNAMERICA COMMON STOCK.
SUNAMERICA HAS FILED A REGISTRATION STATEMENT ON FORM S-3 WITH THE COMMISSION
COVERING THE SHARES OF SUNAMERICA COMMON STOCK THAT MAY BE RECEIVED BY A HOLDER
OF STRYPES ON THE MATURITY DATE OR UPON REDEMPTION. THE PROSPECTUS OF SUNAMERICA
(THE "SUNAMERICA PROSPECTUS") CONSTITUTING A PART OF SUCH REGISTRATION STATEMENT
INCLUDES INFORMATION RELATING TO SUNAMERICA AND THE SUNAMERICA COMMON STOCK. THE
SUNAMERICA PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT
INCORPORATED BY REFERENCE HEREIN OR THEREIN.
DESCRIPTION OF THE STRYPES
The STRYPES are a series of Senior Debt Securities issued under an indenture
dated as of April 1, 1983 and restated as of April 1, 1987, as amended and
supplemented as of July 1, 1995 (the indenture dated as of April 1, 1983 and
restated as of April 1, 1987, as amended and supplemented from time to time, the
"Indenture") between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). The following summary of certain provisions of the
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Indenture, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. All capitalized terms
not otherwise defined herein have the meanings specified in the Indenture.
Whenever defined terms of the Indenture are referred to herein, such defined
terms are incorporated by reference herein.
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General
Each STRYPES, which was issued at the Issue Price of $56.375, bears interest
at the rate of 71/4% of the Issue Price per annum (or $4.0872 per annum) from
June 12, 1996, or from the most recent Interest Payment Date to which interest
has been paid or provided for, until the Maturity Date or such earlier date on
which such STRYPES is redeemed or the Issue Price of such STRYPES is repaid
pursuant to the terms thereof. Interest on the STRYPES will be payable in cash
quarterly in arrears on March 15, June 15, September 15 and December 15,
beginning September 15, 1996, and on the Maturity Date (each, an "Interest
Payment Date"), to the persons in whose names the STRYPES are registered at the
close of business on the last day (whether or not a Business Day) of the
calendar month immediately preceding such Interest Payment Date. Interest on the
STRYPES will be computed on the basis of a 360-day year of twelve 30-day months.
If an Interest Payment Date, Maturity Date or redemption date falls on a day
that is not a Business Day, the payments to be made (including any shares of
SunAmerica Common Stock to be delivered) on such date will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, Maturity Date or redemption date, and no additional
interest will accrue as a result of such delayed payment.
Payments at Maturity
The STRYPES will mature on June 15, 1999. On the Maturity Date, unless
redeemed on or prior to such date, the Company will pay and discharge each
STRYPES by delivering to the holder thereof a number of shares of SunAmerica
Common Stock equal to the Common Equivalent Rate (as described below) in effect
on the Maturity Date (subject to the Company's right to deliver, with respect to
all, but not less than all, of the STRYPES then outstanding, cash in an amount
equal to the Current Market Price, determined as of the second Trading Day prior
to the applicable Notice Date, of the SunAmerica Common Stock which otherwise
would have been delivered). The Common Equivalent Rate will initially be one
share of Common Stock per STRYPES. The Common Equivalent Rate is subject to
adjustment as described below under "--Dilution Adjustments." Because the price
of the SunAmerica Common Stock is subject to market fluctuations, the value of
the SunAmerica Common Stock (or, at the option of the Company, the amount of
cash) received by a holder of STRYPES on the Maturity Date may be less than the
amount paid for the STRYPES upon issuance, in which case an investment in the
STRYPES will result in a loss. In addition, because of such market fluctuations
and because the Current Market Price of the SunAmerica Common Stock will be
determined as of the second Trading Date prior to the applicable Notice Date
(which will be at least 30 and could be up to 60 days prior to the Maturity
Date), it is likely that, if the Company elects to pay the STRYPES in cash on
the Maturity Date, the amount of cash payable per STRYPES will differ from the
market value on the Maturity Date of the shares of SunAmerica Common Stock which
a holder would otherwise have received. See "Risk Factors--Risk of Fluctuations
in Price of SunAmerica Common Stock; Calculation of Current Market Price."
In the Indenture, the Company will agree to deliver on the Maturity Date the
form of consideration that the ML&Co. Subsidiary receives from the Selling
Stockholder. The Company will be required to mail a notice, at least 30 but not
more than 60 days prior to the Maturity Date, to each holder of STRYPES at its
registered address, which notice shall state whether the STRYPES will be paid
and discharged with shares of SunAmerica Common Stock or in cash and, if payable
in cash, specifying the amount of cash payable for each STRYPES and the Current
Market Price used to calculate such amount. If the Company elects to deliver
shares of SunAmerica Common Stock, holders of the STRYPES will be responsible
for the payment of any and all brokerage costs upon the subsequent sale of such
stock.
Optional Redemption
At any time or from time to time on or prior to the Maturity Date, the
Company may, at its option, redeem the outstanding STRYPES, in whole or in part,
at a redemption price per STRYPES initially equal to $86.568,
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declining by $.00966 on each day following the Issue Date (computed on the basis
of a 360-day year of twelve 30- day months) to $76.686 on April 15, 1999, and
equal to $76.106 thereafter, payable in either (i) a number of shares of
SunAmerica Common Stock equal to the redemption price on the applicable
redemption date divided by the Current Market Price of the SunAmerica Common
Stock determined as of the second Trading Day preceding the applicable Notice
Date or (ii) at the Company's option (which may be exercised with respect to
all, but not less than all, of the STRYPES to be redeemed on any redemption
date) cash, plus in either case an amount in cash equal to accrued and unpaid
interest on the STRYPES to but excluding the redemption date; provided that
installments of interest which are due and payable on or prior to the redemption
date shall be payable to the holders of STRYPES registered as such at the close
of business on the relevant record dates. On and after the redemption date,
interest will cease to accrue on the STRYPES called for redemption, unless the
Company defaults in the payment of the redemption price therefor. If the Company
elects to deliver shares of SunAmerica Common Stock, holders of the STRYPES will
be responsible for the payment of any and all brokerage costs upon the
subsequent sale of such stock.
Notice of redemption shall be mailed at least 30 days but not more than 60
days before the redemption date to each holder of STRYPES to be redeemed at its
registered address. Such notice shall specify whether the Company will pay the
redemption price by delivery of SunAmerica Common Stock or in cash and, if
payable in SunAmerica Common Stock, will also specify the number of shares of
SunAmerica Common Stock to be delivered for each STRYPES and the Current Market
Price used to calculate such number of shares. If only a portion of the STRYPES
held by any registered holder are to be redeemed, the notice of redemption shall
specify the number of STRYPES to be redeemed from such holder and, upon
redemption, a new STRYPES certificate evidencing the unredeemed STRYPES will be
issued in the name of the holder upon surrender for cancellation of the original
certificate.
In the event that less than all of the STRYPES are to be redeemed at any
time, selection of STRYPES for redemption will be made by the Trustee by such
method as the Trustee shall deem fair and appropriate (subject to compliance
with the requirements of the principal national securities exchange on which the
STRYPES may be listed); provided, however, that the STRYPES shall not be
redeemed except in units of one or more whole STRYPES.
The opportunity for capital appreciation afforded by an investment in the
STRYPES is limited because the Company may, at its option, redeem the STRYPES at
any time on or prior to the Maturity Date at the redemption prices described
above. Although not obligated to do so, the Company may be expected to redeem
the STRYPES on or prior to the Maturity Date if the market price of the
SunAmerica Common Stock exceeds the applicable redemption price, in which event
holders of STRYPES will receive less than one share of SunAmerica Common Stock
for each STRYPES (or, at the option of the Company, cash in an amount equal to
the Current Market Price of less than one share of such SunAmerica Common
Stock). See "Risk Factors--Limitation on Opportunity for Capital Appreciation."
If the Company exercises its option to redeem the STRYPES, in whole or in
part, the Notice Date for such redemption will be at least 30 days and could be
up to 60 days prior to the redemption date. If, as described above, the Company
elects to pay the redemption price by delivering shares of SunAmerica Common
Stock, the number of shares to be so delivered will be determined on the basis
of the Current Market Price as of the second Trading Date prior to the Notice
Date. The price of the SunAmerica Common Stock is subject to market fluctuations
and, as a result, the market value on such redemption date of the shares of
SunAmerica Common Stock delivered in respect of each STRYPES may be more or less
than the applicable redemption price. See "Risk Factors--Risk of Fluctuations in
Price of SunAmerica Common Stock; Calculation of Current Market Price."
Certain Definitions
The "Closing Price" of any security on any day shall mean the closing sales
price regular way on such day or, in case no such sale takes place on such day,
the average of the reported closing bid and asked prices regular way on such
day, in each case on the NYSE, or, if such security is not listed or admitted to
trading on the NYSE, on the
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principal national securities exchange on which such security is listed or
admitted to trading, or, if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices of such
security on the over-the-counter market on the day in question as reported by
the National Quotation Bureau Incorporated, or a similarly generally accepted
reporting service, or if not so available in such manner, as furnished by any
NYSE member firm selected from time to time by the Board of Directors of the
Company for that purpose.
The "Current Market Price" per share of the SunAmerica Common Stock on any
date of determination means the average of the daily Closing Prices for the five
consecutive Trading Days ending on and including such date of determination
(appropriately adjusted to take into account the occurrence during such five-day
period of any event that results in an adjustment of the Common Equivalent
Rate); provided, however, that if the Closing Price of the SunAmerica Common
Stock on the Trading Day next following such five-day period (the "Next-Day
Closing Price") is less than 95% of such five-day average, then the Current
Market Price per share of SunAmerica Common Stock on such date of determination
will be the Next-Day Closing Price; and provided, further, that, for the
purposes of calculating the Current Market Price in connection with the Maturity
Date or any redemption of STRYPES or any determination of an amount in cash
payable in lieu of a fractional share of SunAmerica Common Stock, if any
adjustment of the Common Equivalent Rate becomes effective as of any date during
the period beginning on the first day of such five-day period and ending on the
Maturity Date or the relevant redemption date, as the case may be, then the
Current Market Price as determined pursuant to the foregoing will be
appropriately adjusted to reflect such adjustment. Because the price of
SunAmerica Common Stock is subject to market fluctuations, it is possible that
the Next-Day Closing Price could be significantly less than such five-day
average. See "Risk Factors--Risk of Fluctuations in Price of SunAmerica Common
Stock; Calculation of Current Market Price."
A "Notice Date" with respect to any notice given by the Company in
connection with the Maturity Date or any redemption of STRYPES means the
commencement of the mailing of such notice to the holders of STRYPES in
accordance with "--Payments at Maturity" or "--Optional Redemption," as the case
may be, above.
A "Trading Day" is defined as a day on which the security, the Closing Price
of which is being determined, (A) is not suspended from trading on any national
or regional securities exchange or association or over-the-counter market at the
close of business and (B) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of such security; provided that, if the Closing
Price of such security is to be determined by a NYSE member firm, then the term
Trading Day shall mean, for purposes of determining such Closing Price, a day on
which the NYSE is open for trading.
Dilution Adjustments
The Common Equivalent Rate will initially be one share of SunAmerica Common
Stock for each STRYPES. The Common Equivalent Rate is subject to adjustment if
SunAmerica shall: (i) pay a dividend or make a distribution with respect to
SunAmerica Common Stock in shares of SunAmerica Common Stock; (ii) subdivide or
split the outstanding shares of SunAmerica Common Stock into a greater number of
shares; (iii) combine the outstanding shares of SunAmerica Common Stock into a
smaller number of shares; (iv) issue by reclassification of shares of SunAmerica
Common Stock any shares of common stock of SunAmerica; (v) issue certain rights
or warrants to all holders of SunAmerica Common Stock; or (vi) pay a dividend or
make a distribution to all holders of SunAmerica Common Stock of evidences of
its indebtedness or other assets (including shares of capital stock of
SunAmerica but excluding any cash dividends and any stock dividends or
distributions referred to in clause (i) above).
All adjustments to the Common Equivalent Rate will be calculated to the
nearest 1/100th of a share of SunAmerica Common Stock (or if there is not a
nearest 1/100th of a share to the next lower 1/100th of a share). No adjustment
in the Common Equivalent Rate shall be required unless such adjustment would
require an increase or decrease of at least one percent therein; provided,
however, that any adjustments which by reason of the foregoing are not required
to be made shall be carried forward and taken into account in any subsequent
adjustment. Each such adjustment to the Common Equivalent Rate shall be made
successively.
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In the event of (A) any consolidation or merger of SunAmerica, or any
surviving entity or subsequent surviving entity of SunAmerica (a "SunAmerica
Successor"), with or into another entity (other than a merger or consolidation
in which SunAmerica is the continuing corporation and in which the SunAmerica
Common Stock outstanding immediately prior to the merger or consolidation is not
exchanged for cash, securities or other property of SunAmerica or another
corporation), (B) any sale, transfer, lease or conveyance to another corporation
of the property of SunAmerica or any SunAmerica Successor as an entirety or
substantially as an entirety, (C) any statutory exchange of securities of
SunAmerica or any SunAmerica Successor with another corporation (other than in
connection with a merger or acquisition) or (D) any liquidation, dissolution,
winding up or bankruptcy of SunAmerica or any SunAmerica Successor (any such
event described in clause (A), (B), (C) or (D), a "Reorganization Event"), the
Common Equivalent Rate will be adjusted to provide that each holder of STRYPES
will receive on the Maturity Date or any redemption date for each STRYPES cash
in an amount equal to the Transaction Value. "Transaction Value" means (i) for
any cash received in any such Reorganization Event, the amount of cash received
per share of SunAmerica Common Stock, (ii) for any property other than cash or
securities received in any such Reorganization Event, an amount equal to the
market value on the Maturity Date or any redemption date of such property
received per share of SunAmerica Common Stock as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company and (iii) for any securities received in any such Reorganization Event,
an amount equal to the average Closing Price per unit of such securities on the
five Trading Days immediately prior to the second Trading Day preceding the
Maturity Date or any redemption date multiplied by the number of such securities
received for each share of SunAmerica Common Stock. Notwithstanding the
foregoing, in the event that property or securities, or a combination of cash,
on the one hand, and property or securities, on the other, are received in such
Reorganization Event, the Company may, at its option, in lieu of delivering cash
as described above, deliver the amount of cash, securities and other property
received per share of SunAmerica Common Stock in such Reorganization Event
determined in accordance with clause (i), (ii) or (iii) above, as applicable. If
the Company elects to deliver securities or other property, holders of the
STRYPES will be responsible for the payment of any and all brokerage and other
transaction costs upon any subsequent sale of such securities or other property.
The kind and amount of securities with which the STRYPES shall be paid and
discharged after consummation of such transaction shall be subject to adjustment
as described above following the date of consummation of such transaction.
No adjustments will be made for certain other events, such as offerings of
SunAmerica Common Stock by SunAmerica for cash or in connection with
acquisitions. Likewise, no adjustments will be made for any sales of SunAmerica
Common Stock by the Selling Stockholder.
The Company is required, within ten Business Days following the occurrence
of an event that requires an adjustment to the Common Equivalent Rate (or if the
Company is not aware of such occurrence, as soon as practicable after becoming
so aware), to provide written notice to the Trustee and to the holders of the
STRYPES of the occurrence of such event and a statement in reasonable detail
setting forth the adjusted Common Equivalent Rate and the method by which the
adjustment to the Common Equivalent Rate was determined.
Certain Procedures in Connection with Maturity and Redemption
Each holder of STRYPES on the Maturity Date, and each holder of STRYPES
called for redemption on any redemption date, must surrender the certificates
evidencing such STRYPES at the office or agency of the Company maintained for
such purpose in order to receive the consideration payable on such date. If, on
the Maturity Date or any redemption date, the Company shall have deposited with
the Trustee or other agent under the Indenture the consideration payable on such
date in respect of all of the STRYPES then outstanding (in the case of the
Maturity Date) or the STRYPES called for redemption (in the case of any
redemption date), then, on the Maturity Date or redemption date, as the case may
be, all of the outstanding STRYPES or the STRYPES called for redemption, as the
case may be, shall cease to bear interest and all rights of the holders thereof
shall terminate (except for the right to receive the consideration payable in
respect of such STRYPES on such date), notwithstanding that the certificates
evidencing any of the STRYPES which are payable or subject to redemption on such
date shall not have been surrendered to the Company.
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Fractional Shares
No fractional shares of SunAmerica Common Stock will be delivered if the
Company pays and discharges the STRYPES by delivering shares of SunAmerica
Common Stock on the Maturity Date or any redemption date. In lieu of any
fractional share otherwise deliverable in respect of all STRYPES of any holder
on the Maturity Date or any redemption date, such holder shall be entitled to
receive an amount in cash equal to the value of such fractional share at the
Current Market Price of the SunAmerica Common Stock determined as of the second
Trading Day immediately preceding the relevant Notice Date.
No Sinking Fund
The STRYPES do not contain sinking fund or other mandatory redemption
provisions. The STRYPES are not subject to payment prior to the Maturity Date at
the option of the holder.
Ranking
The STRYPES will be unsecured obligations and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company.
There are no contractual restrictions on the ability of the Company or its
subsidiaries to incur additional secured or unsecured debt. However, borrowings
by certain subsidiaries, including MLPF&S, are restricted by net capital
requirements under the Exchange Act and under rules of certain exchanges and
other regulatory bodies.
Securities Depository
Upon issuance, each series of STRYPES will be represented by one or more
fully registered global securities (the "Global Notes"). Each such Global Note
will be deposited with, or on behalf of, The Depository Trust Company, as
Securities Depository (the "Securities Depository"), and registered in the name
of the Securities Depository or a nominee thereof. Unless and until it is
exchanged in whole or in part for STRYPES in definitive form under the limited
circumstances described below, no Global Note may be transferred except as a
whole by the Securities Depository to a nominee of such Securities Depository or
by a nominee of such Securities Depository to such Securities Depository or
another nominee of such Securities Depository or by such Securities Depository
or any such nominee to a successor of such Securities Depository or a nominee of
such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers
(including MLPF&S), banks, trust companies, clearing corporations, and certain
other organizations.
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Securities
Depository's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
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Purchases of STRYPES must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each STRYPES ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmations from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interest in such Global Note will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Notes.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Note, the Securities Depository or its nominee, as the case
may be, will be considered the sole owner or holder of the STRYPES represented
by such Global Note for all purposes under the Indenture. Except as provided
below, Beneficial Owners in a Global Note will not be entitled to have the
STRYPES represented by such Global Notes registered in their names, will not
receive or be entitled to receive physical delivery of the STRYPES in definitive
form and will not be considered the owners or holders thereof under the
Indenture. Accordingly, each Person owning a beneficial interest in a Global
Note must rely on the procedures of the Securities Depository and, if such
Person is not a Participant, on the procedures of the Participant through which
such Person owns its interest, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of holders or that an owner of a
beneficial interest in such a Global Note desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Securities
Depository would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
Beneficial Owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of Beneficial Owners. Conveyance of
notices and other communications by the Securities Depository to Participants,
by Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of any amount with respect to STRYPES registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the holder of the Global Notes
representing such STRYPES. None of the Company, the Trustee or any other agent
of the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment in respect of a Global Note,
will credit the accounts of the Participants with payment in amounts
proportionate to their respective holdings of beneficial interest in such Global
Note as shown on the records of the Securities Depository. The Company also
expects that payments by Participants to Beneficial Owners will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participants.
If, with respect to a series of STRYPES, (x) the Securities Depository is at
any time unwilling or unable to continue as Securities Depository and a
successor depository is not appointed by the Company within 60 days, (y) the
Company executes and delivers to the Trustee a Company Order to the effect that
the Global Notes shall be exchangeable or (z) an Event of Default has occurred
and is continuing with respect to any STRYPES of that series, the Company will
issue STRYPES in definitive form in exchange for all of the Global Notes
representing the STRYPES of that series. Such definitive STRYPES shall be
registered in such name or names as the Securities Depository shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Securities Depository from Participants with respect to
ownership of beneficial interests in such Global Notes.
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Merger and Consolidation
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume the due
and punctual delivery or payment of the Underlying Securities (or cash with an
equal value) in respect of, any interest and Additional Amounts on, and any
other amounts payable with respect to, the STRYPES of each series and the due
and punctual performance and observance of all of the covenants and conditions
of the Indenture to be performed or observed by the Company, and (ii) the
Company or such successor corporation, as the case may be, shall not immediately
thereafter be in default under the Indenture.
Limitations Upon Liens
The Indenture provides that the Company may not, and may not permit any
Subsidiary (defined in the Indenture as any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly 50% of the shares of Voting Stock of such corporation)
to, create, assume, incur or permit to exist any indebtedness for borrowed money
secured by a pledge, lien or other encumbrance (except for certain liens
specifically permitted by the Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
STRYPES will be secured equally and ratably with such secured indebtedness.
Limitations on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Indenture provides that the Company may not permit MLPF&S to (i)
merge or consolidate, unless the surviving company is a Controlled Subsidiary,
or (ii) convey or transfer its properties and assets substantially as an
entirety, except to one or more Controlled Subsidiaries.
Events of Default
Each of the following will constitute an Event of Default under the
Indenture with respect to each series of STRYPES: (a) failure to pay and
discharge the STRYPES of that series with the Underlying Securities or, if the
Company so elects, to pay an equivalent amount in cash in lieu thereof when due;
(b) failure to pay the Redemption Price or any redemption premium with respect
to any STRYPES of that series when due; (c) failure to deposit any sinking fund
payment, when and as due by the terms of any STRYPES of that series; (d) failure
to pay any interest on or any Additional Amounts in respect of any STRYPES of
that series when due, continued for 30 days; (e) failure to perform any other
covenant of the Company contained in the Indenture for the benefit of that
series or in the STRYPES of that series, continued for 60 days after written
notice has been given to the Company by the Trustee, or to the Company and the
Trustee by the holders of at least 10% of the aggregate issue price of the
Outstanding STRYPES of that series, as provided in the Indenture; (f) certain
events in bankruptcy, insolvency or reorganization of the Company; and (g) any
other Event of Default provided with respect to STRYPES of that series.
If an Event of Default (other than an Event of Default described in clause
(f) of the immediately preceding paragraph) with respect to the STRYPES of any
series shall occur and be continuing, either the Trustee or the holders of at
least 25% of the aggregate issue price of the Outstanding STRYPES of that series
by notice as provided in the Indenture may declare an amount equal to the
aggregate issue price of all the STRYPES of that series and the interest accrued
thereon and Additional Amounts payable in respect thereof, if any, to be
immediately due and payable in
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cash. If an Event of Default described in said clause (f) shall occur, an amount
equal to the aggregate issue price of all the STRYPES of that series and the
interest accrued thereon and Additional Amounts payable in respect thereof, if
any, will become immediately due and payable in cash without any declaration or
other action on the part of the Trustee or any holder. After such acceleration,
but before a judgment or decree based on acceleration, the holders of a majority
of the aggregate issue price of the Outstanding STRYPES of that series may,
under certain circumstances, rescind and annul such acceleration if all Events
of Default, other than the non-payment of the amount equal to the aggregate
issue price of all the STRYPES of that series due by reason of such
acceleration, have been cured or waived as provided in the Indenture. See
"Modification and Waiver" below.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of STRYPES of any
series, unless such holders of that series shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction.
Subject to such provisions for the indemnification of the Trustee, the holders
of a majority of the aggregate issue price of the STRYPES of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the STRYPES of that series.
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the fulfillment of any of its obligations under the Indenture
and, if so, specifying all such known defaults.
The STRYPES and other series of Senior Debt Securities issued under the
Indenture will not have the benefit of any cross-default provisions with other
indebtedness of the Company.
Modification and Waiver
Modifications of and amendments to the Indenture affecting a series of
STRYPES may be made by the Company and the Trustee with the consent of the
holders of 662/3% of the aggregate issue price of the Outstanding STRYPES of
such series; provided, however, that no such modification or amendment may,
without the consent of the holder of each Outstanding STRYPES of such series
affected thereby, (a) change the Maturity Date or the Stated Maturity of any
installment of interest or Additional Amounts on any STRYPES or any premium
payable on the redemption thereof, or change the Redemption Price, (b) reduce
the amount of Underlying Securities payable with respect to any STRYPES (or
reduce the amount of cash payable in lieu thereof), (c) reduce the amount of
interest or Additional Amounts payable on any STRYPES or reduce the amount of
cash payable with respect to any STRYPES upon acceleration of the maturity
thereof, (d) change the place or currency of payment of interest or Additional
Amounts on, or any amount of cash payable with respect to, any STRYPES, (e)
impair the right to institute suit for the enforcement of any payment on or with
respect to any STRYPES, including the payment of Underlying Securities with
respect to any STRYPES, (f) reduce the percentage of the aggregate issue price
of Outstanding STRYPES of such series, the consent of whose holders is required
to modify or amend the Indenture, (g) reduce the percentage of the aggregate
issue price of Outstanding STRYPES of such series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults or (h) modify such provisions with respect to modification and waiver.
Except as provided in the Indenture, no modification of or amendment to the
Indenture may adversely affect the rights of a holder of any other Senior Debt
Security without the consent of such holder.
The holders of a majority of the aggregate issue price of each series of
STRYPES may waive compliance by the Company with certain restrictive provisions
of the Indenture. The holders of a majority of the aggregate issue price of each
series of STRYPES may waive any past default under the Indenture, except a
default in the payment of the Underlying Securities with respect to any STRYPES
of that series, or of cash payable in lieu thereof, or in the payment of any
premium, interest or Additional Amounts on any STRYPES of that series for which
payment
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had not been subsequently made or in respect of a covenant and provision of the
Indenture which cannot be modified or amended without the consent of the holder
of each Outstanding STRYPES of such series affected.
Governing Law
The Indenture and the STRYPES are governed by, and construed in accordance
with, the laws of the State of New York.
Listing
The STRYPES have been listed on the NYSE under this symbol "SAI."
CERTAIN ARRANGEMENTS WITH THE SELLING STOCKHOLDER
Pursuant to an agreement (the "Stock Agreement"), the Selling Stockholder is
obligated to deliver to Merrill Lynch Capital Services, Inc., a wholly owned
subsidiary of the Company (the "ML&Co. Subsidiary), on June 14, 1999, a
specified number of shares of SunAmerica Class B Stock (subject to the Selling
Stockholder's right to deliver cash in an amount equal to the Current Market
Price, determined as of the second Trading Day prior to the applicable Notice
Date, of the SunAmerica Common Stock underlying the SunAmerica Class B Stock
that otherwise would have been delivered). At any time and from time to time
through June 15, 1999, the Selling Stockholder may, at his option, redeem his
obligations under the Stock Agreement in whole or in part, at declining
redemption prices, payable in either (i) shares of SunAmerica Class B Stock
representing SunAmerica Common Stock having an aggregate Current Market Price,
determined as of the second Trading Day prior to the date of the applicable
notice of redemption, equal to the applicable redemption price or (ii) at the
Selling Stockholder's option (which may be exercised with respect to all, but
not less than all, of the obligations to be redeemed), cash, plus in either case
an amount in cash equal to accrued and unpaid interest on the Stock Agreement to
but excluding the redemption date. The consideration paid by the ML&Co.
Subsidiary to the Selling Stockholder under the Stock Agreement is approximately
$131 million, and was paid on June 12, 1996. In the Indenture, the Company has
agreed to pay and discharge the STRYPES by delivering to the holders thereof on
the Maturity Date or any redemption date the form of consideration that the
ML&Co. Subsidiary receives from the Selling Stockholder and to redeem the
STRYPES if and when the Selling Stockholder redeems his obligations under the
Stock Agreement.
Shares of SunAmerica Class B Stock delivered by the Selling Stockholder will
convert automatically into shares of SunAmerica Common Stock upon transfer to
the ML&Co. Subsidiary. The Selling Stockholder has the right at any time to
modify the Stock Agreement so that he may deliver shares of SunAmerica Common
Stock (or cash) instead of shares of SunAmerica Class B Stock (or cash). Until
such time, if any, as the Selling Stockholder shall have delivered shares to the
ML&Co. Subsidiary at maturity or upon redemption pursuant to the terms of the
Stock Agreement, the Selling Stockholder will retain all ownership rights with
respect to the shares held by him (including, without limitation, voting rights
and rights to receive any dividends or other distributions in respect thereof).
The Selling Stockholder has no obligations with respect to the STRYPES or
amounts to be paid to holders thereof, including any obligation to take the
needs of the Company or holders of the STRYPES into consideration in determining
whether or when to cause the redemption of the STRYPES or whether to deliver
shares or cash at maturity or upon redemption, or for any other reason. The
Stock Agreement is a commercial transaction among the parties thereto and does
not create any rights in, or for the benefit of, any third party, including any
holder of STRYPES.
In the event the Selling Stockholder does not perform under the Stock
Agreement, the Company will be required to otherwise acquire shares of
SunAmerica Common Stock for delivery to holders of the STRYPES on the Maturity
Date or upon redemption, unless it elects to exercise its option to deliver cash
with an equal value.
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Merrill Lynch Capital Corporation, a wholly owned subsidiary of the Company,
entered into a secured loan agreement with the Selling Stockholder pursuant to
which the Selling Stockholder borrowed approximately $33 million for a term of
three years.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Issue Date: April 15, 1997
PROSPECTUS
Merrill Lynch & Co., Inc.
6 1/4% STRYPES(sm) Due July 1, 2001
Payable with Shares of Common Stock of IMC Global Inc.
(or cash with an equal value)
----------
On July 9, 1996, Merrill Lynch & Co., Inc. (the "Company") issued 6,510,286
of its Structured Yield Product Exchangeable for Stock(sm), 6 1/4% STRYPES(sm)
Due July 1, 2001 (each, a "STRYPES"). The issue price of each STRYPES was
$38.25, which amount was equal to the last sale price of the common stock, par
value $1.00 per share (the "IMC Common Stock"), of IMC Global Inc., a Delaware
corporation ("IMC"), on July 2, 1996, as reported on the New York Stock Exchange
(the "Initial Price"). The STRYPES will mature on July 1, 2001 (the "Maturity
Date"). Interest on the STRYPES, at the rate of 6 1/4% of the issue price per
annum, is payable in cash quarterly in arrears on January 1, April 1, July 1 and
October 1, beginning October 1, 1996. The STRYPES are not subject to redemption
or any sinking fund prior to maturity. The STRYPES are unsecured obligations of
the Company ranking pari passu with all of its other unsecured and
unsubordinated indebtedness. See "Description of the STRYPES-Ranking." On the
Maturity Date, the Company will pay and discharge each STRYPES by delivering to
the holder thereof a percentage of each type of Reference Property (subject to
the Company's right to deliver, with respect to all, but not less than all,
Reference Property deliverable on the Maturity Date, cash with an equal value)
determined in accordance with the following formula: (a) if the Reference
Property Value (as defined herein) is greater than or equal to $46.28 (the
"Threshold Appreciation Price"), 82.65% of each type of Reference Property, (b)
if the Reference Property Value is less than the Threshold Appreciation Price
but is greater than the Initial Price, a percentage of each type of Reference
Property, allocated as proportionately as practicable, so that the aggregate
value thereof is equal to the Initial Price and (c) if the Reference Property
Value is less than or equal to the Initial Price, 100% of each type of Reference
Property. The term "Reference Property" shall mean initially one share of IMC
Common Stock and shall be subject to adjustment from time to time prior to the
Maturity Date to reflect the addition or substitution of any cash, securities
and/or other property resulting from the application of the adjustment
provisions described herein. As described herein, the Reference Property Value
will represent a determination of the value of the Reference Property
immediately prior to the Maturity Date. Accordingly, there can be no assurance
that the amount receivable by holders of the STRYPES on the Maturity Date will
be equal to or greater than the issue price of the STRYPES. If the Reference
Property Value is less than the Initial Price, such amount receivable on the
Maturity Date will be less than the issue price paid for the STRYPES, in which
case an investment in the STRYPES will result in a loss. See "Description of the
STRYPES."
IMC is not affiliated with the Company and has no obligation with respect to
the STRYPES. See "Risk Factors" on page 3 for certain considerations
relevant to an investment in the STRYPES. The STRYPES have been listed on
the New York Stock Exchange ("NYSE") under the symbol "IGL."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
This Prospectus has been prepared in connection with the STRYPES and is to
be used by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the STRYPES.
MLPF&S may act as principal or agent in such transactions. The STRYPES may be
offered on the NYSE or off such exchange in negotiated transactions, or
otherwise. Sales will be made at prices related to prevailing prices at the time
of sale. The distribution of the STRYPES will conform to the requirements set
forth in the applicable sections of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
---------------------------
Merrill Lynch & Co.
----------------------------
The date of this Prospectus is ________, 1997.
(sm)Service Mark of Merrill Lynch & Co., Inc.
<PAGE>
The Commissioner of Insurance of The State of North Carolina has not
approved or disapproved the offering of the STRYPES made hereby, nor has the
Commissioner passed upon the accuracy or adequacy of this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy and information
statements and other information concerning the Company may also be inspected at
the offices of the NYSE, the American Stock Exchange, the Chicago Stock Exchange
and the Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), covering the STRYPES. This Prospectus
does not contain all the information set forth in the Registration Statement and
the exhibits thereto, to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, March 14, 1997 and April 15, 1997 filed pursuant to Section
13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the maturity of the securities shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Mr. Gregory T. Russo, Secretary, Merrill
Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512;
telephone number (212) 602-8435.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to which it
relates or an offer to, or a solicitation of an offer to buy from, any person in
any jurisdiction where such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date.
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<PAGE>
RISK FACTORS
Comparison to Other Debt Securities; Relationship to IMC Common Stock
The terms of the STRYPES differ from those of ordinary debt securities in
that the value of the Reference Property (or, pursuant to the option of the
Company, the amount of cash) that a holder of a STRYPES will receive on the
Maturity Date is not fixed, but is based on the Reference Property Value (see
"Description of the STRYPES"). There can be no assurance that such amount
receivable by the holder on the Maturity Date will be equal to or greater than
the issue price of the STRYPES. If the Reference Property Value is less than the
Initial Price, such amount receivable on the Maturity Date will be less than the
issue price paid for the STRYPES, in which case an investment in STRYPES will
result in a loss. Accordingly, a holder of STRYPES assumes the risk that the
market value of the Reference Property may decline, and that such decline could
be substantial. The IMC Prospectus covers the shares of IMC Common Stock
(including the preferred stock purchase rights associated therewith) which may
be received by a holder of the STRYPES on the Maturity Date.
Limitation on Opportunity for Equity Appreciation
The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than the opportunity for equity appreciation afforded by a
direct investment in the IMC Common Stock because the amount receivable by a
holder of a STRYPES on the Maturity Date will only exceed the issue price of
such STRYPES if the Reference Property Value exceeds the Threshold Appreciation
Price (which represents an appreciation of 21% over the Initial Price).
Moreover, holders of the STRYPES will only be entitled to receive on the
Maturity Date 82.65% (the percentage equal to the Initial Price divided by the
Threshold Appreciation Price) of any appreciation of the value of the Reference
Property in excess of the Threshold Appreciation Price. See "Description of the
STRYPES." Because the price of the Reference Property is subject to market
fluctuations, the value of the Reference Property (or, pursuant to the option of
the Company, the amount of cash) received by a holder of a STRYPES on the
Maturity Date, determined as described herein, may be more or less than the
issue price of the STRYPES.
Factors Affecting Trading Prices
The trading prices of the STRYPES in the secondary market will be directly
affected by the trading prices of the IMC Common Stock in the secondary market.
It is impossible to predict whether the price of IMC Common Stock will rise or
fall. Trading prices of IMC Common Stock will be influenced by IMC's operating
results and prospects, by complex and interrelated political, economic,
financial and other factors and market conditions that can affect the capital
markets generally, the market segment of which IMC is a part, the NYSE (on which
the IMC Common Stock is traded), including the level of, and fluctuations in,
the trading prices of stocks generally and sales of substantial amounts of IMC
Common Stock in the market subsequent to the offering of the STRYPES or the
perception that such sales could occur, and by other events that are difficult
to predict and are beyond the Company's control.
Impact of STRYPES on the Market for IMC Common Stock
It is not possible to predict accurately how the STRYPES will trade in the
secondary market or whether such market will be liquid. Any market that develops
for the STRYPES is likely to influence and be influenced by the market for IMC
Common Stock. For example, the price of IMC Common Stock could become more
volatile and could be depressed by investors' anticipation of the potential
distribution into the market of substantial amounts of IMC Common Stock on the
Maturity Date, by possible sales of IMC Common Stock by investors who view the
STRYPES as a more attractive means of equity participation in IMC, and by
hedging or arbitrage trading activity that may develop involving the STRYPES and
the IMC Common Stock.
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<PAGE>
Possible Illiquidity of the Secondary Market
It is not possible to predict how the STRYPES will trade in the secondary
market or whether such market will be liquid or illiquid. The STRYPES are novel
securities and there is currently no secondary market for the STRYPES. The
STRYPES have been approved for listing on the NYSE, subject to official notice
of issuance. However there can be no assurance that an active trading market for
the STRYPES will develop, that such listing will provide the holders of the
STRYPES with liquidity of investment, or that the STRYPES will not later be
delisted or that trading of the STRYPES on the NYSE will not be suspended. In
the event of a delisting or suspension of trading on the NYSE, the Company will
apply for listing of the STRYPES on another national securities exchange or for
quotation on another trading market. If the STRYPES are not listed or traded on
any securities exchange or trading market, or if trading of the STRYPES is
suspended, pricing information for the STRYPES may be more difficult to obtain
and the liquidity of the STRYPES may be adversely affected.
No Stockholder's Rights
Holders of the STRYPES will not be entitled to any rights with respect to
the Reference Property (including, without limitation, voting rights and rights
to receive any dividends, interest or other distributions in respect thereof)
unless and until such time, if any, as the Company shall have delivered the
Reference Property for STRYPES on the Maturity Date, and unless the applicable
record date, if any, for the exercise of such rights occurs after such delivery.
For example, in the event that an amendment is proposed to the Restated
Certificate of Incorporation of IMC and the record date for determining the
stockholders of record entitled to vote on such amendment occurs prior to such
delivery, holders of the STRYPES will not be entitled to vote on such amendment.
No Affiliation Between the Company and IMC
The Company has no affiliation with IMC, and IMC has no obligations with
respect to the STRYPES or amounts to be paid to holders thereof, including any
obligation to take the needs of the Company or of holders of the STRYPES into
consideration for any reason. IMC will not receive any of the proceeds of the
offering of the STRYPES made hereby and is not responsible for, and has not
participated in, the determination of the timing of, prices for or quantities of
the STRYPES to be issued, or the determination or calculation of the amount
receivable by holders of the STRYPES on the Maturity Date. IMC is not involved
with the administration or trading of the STRYPES and has no obligations with
respect to the amount receivable by holders of the STRYPES on the Maturity Date.
Dilution of IMC Common Stock
The Reference Property (or, pursuant to the option of the Company, the
amount of cash) that holders of the STRYPES are entitled to receive on the
Maturity Date is subject to adjustment for certain events arising from, among
others, a merger or consolidation in which IMC is not the surviving or resulting
corporation and the liquidation, dissolution, winding up or bankruptcy of IMC,
as well as stock splits and combinations, stock dividends and certain other
actions of IMC that modify its capital structure. See "Description of the
STRYPES--Reference Property Adjustments." Such Reference Property (or cash
amount) to be received by such holders on the Maturity Date will not be adjusted
for other events, such as offerings of IMC Common Stock for cash or in
connection with acquisitions. IMC is not restricted from issuing additional
shares of IMC Common Stock during the term of the STRYPES and has no obligation
to consider the interests of the holders of the STRYPES for any reason.
Additional issuances may materially and adversely affect the price of the IMC
Common Stock and, because of the relationship of the percentage of the Reference
Property (or cash amount) to be received on the Maturity Date to the price of
the IMC Common Stock, such other events may adversely affect the trading price
of the STRYPES.
Tax Matters
Because of an absence of authority as to the proper characterization of the
STRYPES, their ultimate tax
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<PAGE>
treatment is uncertain. Accordingly, no assurances can be given that any
particular characterization and treatment of the STRYPES will be accepted by the
Internal Revenue Service ("IRS") or upheld by a court. However, it is the
opinion of Brown & Wood LLP, counsel to the Company, that the characterization
and tax treatment of the STRYPES described herein, while not the only reasonable
characterization and tax treatment, is based on reasonable interpretations of
law currently in effect and, even if successfully challenged by the IRS, will
not result in the imposition of penalties. The Indenture (as defined below) will
require that any holder subject to U.S. Federal income tax include currently in
income, for U.S. Federal income tax purposes, payments denominated as interest
that are made with respect to a STRYPES in accordance with such holder's regular
method of tax accounting. The Indenture also requires the Company and holders to
treat each STRYPES for tax purposes as a unit (a "Unit") consisting of (i) a
debt instrument (the "Debt Instrument") with a fixed principal amount
unconditionally payable on the Maturity Date equal to the issue price of the
STRYPES and bearing interest at the stated interest rate on the STRYPES and (ii)
a forward purchase contract (the "Forward Contract") pursuant to which the
holder agrees to use the principal payment due on the Debt Instrument to
purchase on the Maturity Date the Reference Property which the Company is
obligated under the STRYPES to deliver at that time (subject to the Company's
right to deliver cash in lieu of the Reference Property). The Indenture also
requires that upon the acquisition of a STRYPES and upon a holder's sale or
other disposition of a STRYPES prior to the Maturity Date, the amount paid or
realized by the holder be allocated by the holder between the Debt Instrument
and the Forward Contract based upon their relative fair market values (as
determined on the date of acquisition or disposition). For these purposes, with
respect to acquisitions of STRYPES in connection with the original issuance
thereof, the Company and each holder agrees, pursuant to the terms of the
Indenture, to allocate $37.045 of the entire initial purchase price of a STRYPES
(i.e., the issue price of a STRYPES) to the Debt Instrument and to allocate the
remaining $1.205 of the entire initial purchase price of a STRYPES to the
Forward Contract. As a result of this allocation, the Debt Instrument will be
treated as having been issued with original issue discount for United States
Federal income tax purposes. As previously mentioned, the appropriate character
and timing of income, gain or loss to be recognized on a STRYPES is uncertain
and investors should consult their own tax advisers concerning the application
of the United States Federal income tax laws to their particular situations as
well as any consequences of the purchase, ownership and disposition of the
STRYPES arising under the laws of any other taxing jurisdiction.
Holding Company Structure
Since the Company is a holding company, the right of the Company, and hence
the right of creditors of the Company (including the holders of the STRYPES), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries, including MLPF&S, to
the Company are restricted by net capital requirements under the Exchange Act
and under rules of certain exchanges and other regulatory bodies.
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, MLPF&S, one of the
largest securities firms in the world, is a leading broker in securities,
options contracts, and commodity and financial futures contracts; a leading
dealer in options and in corporate and municipal securities; a leading
investment banking firm that provides advice to, and raises capital for, its
clients; and an underwriter of selected insurance products. Other subsidiaries
provide financial services on a global basis similar to those of MLPF&S and are
engaged in such other activities as international banking, lending, and
providing other investment and financing services. Merrill Lynch International
Incorporated, through subsidiaries and affiliates, provides investment,
financing, and related services outside the United States and Canada. Merrill
Lynch Government Securities Inc. is a primary dealer in obligations issued or
guaranteed by the U.S. Government and its agencies. Merrill Lynch Asset
Management, LP and Fund Asset Management, LP together constitute one of the
largest mutual fund managers in
5
<PAGE>
the world and provide investment advisory services. Merrill Lynch Capital
Services, Inc., Merrill Lynch Derivative Products AG, and Merrill Lynch Capital
Markets PLC are the Company's primary derivative product dealers and enter into
interest rate and currency swaps and other derivative transactions as
intermediaries and as principals. The Company's insurance underwriting
operations consist of the underwriting of life insurance and annuity products.
Banking, trust, and mortgage lending operations conducted through subsidiaries
of the Company include issuing certificates of deposit, offering money market
deposit accounts, making secured loans, and providing foreign exchange
facilities and other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios for earnings to fixed
charges for the periods indicated:
Year Ended Last Friday in December
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Ratio of earnings
to fixed charges ................. 1.3 1.4 1.2 1.2 1.2
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries and that portion of rentals estimated to be representative of the
interest factor.
IMC GLOBAL INC.
IMC is one of the world's leading producers of crop nutrients for the
international agricultural community and is one of the largest distributors in
the United States of crop nutrients and related products through its retail and
wholesale distribution networks. IMC mines, processes and distributes potash in
the United States and Canada, and is a joint venture partner in IMC-Agrico
Company, a leading producer, marketer and distributor of phosphate crop
nutrients and a leading producer and marketer of animal feed ingredients. IMC's
retail distribution network, which extends principally to corn and soybean
farmers in the Midwestern and Southeastern United States, is one of the largest
distributors of crop nutrients and related products in the United States. IMC
also manufactures nitrogen-based and other high-value crop nutrients which are
marketed on a wholesale basis principally in the Midwestern and Southeastern
United States. In addition, IMC sells specialty lawn and garden, turf, and
nursery products on a national basis and ice-melter products in the Midwest and
Eastern snow-belt states.
IMC is subject to the informational requirements of the Exchange Act.
Accordingly, IMC files reports, proxy and information statements and other
information with the Commission. Copies of such material can be inspected and
copied at the public reference facilities maintained by the Commission at the
addresses specified under "Available Information." Reports, proxy and
information statements and other information concerning IMC may also be
inspected at the offices of the NYSE.
THE COMPANY IS NOT AFFILIATED WITH IMC, AND IMC HAS NO OBLIGATIONS WITH
RESPECT TO THE STRYPES. THIS PROSPECTUS RELATES ONLY TO THE STRYPES OFFERED
HEREBY AND DOES NOT RELATE TO IMC OR THE IMC COMMON STOCK. IMC HAS FILED A
REGISTRATION STATEMENT ON FORM S-3 WITH THE COMMISSION COVERING THE SHARES OF
IMC COMMON STOCK THAT MAY BE RECEIVED BY A HOLDER OF STRYPES ON THE MATURITY
DATE. THE PROSPECTUS OF IMC (THE "IMC PROSPECTUS") CONSTITUTING A PART OF SUCH
REGISTRATION
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<PAGE>
STATEMENT INCLUDES INFORMATION RELATING TO IMC AND THE IMC COMMON STOCK,
INCLUDING CERTAIN RISK FACTORS RELEVANT TO AN INVESTMENT IN IMC COMMON STOCK.
THE IMC PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT
INCORPORATED BY REFERENCE HEREIN.
DESCRIPTION OF THE STRYPES
The STRYPES are a series of Senior Debt Securities issued under an indenture
dated as of April 1, 1983 and restated as of April 1, 1987, as amended and
supplemented as of July 1, 1995 (the indenture dated as of April 1, 1983 and
restated as of April 1, 1987, as amended and supplemented from time to time, the
"Indenture") between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as
trustee (the "Trustee"). The following summary of certain provisions of the
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Indenture, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. All capitalized terms
not otherwise defined herein have the meanings specified in the Indenture.
Whenever defined terms of the Indenture are referred to herein, such defined
terms are incorporated by reference herein.
General
Each STRYPES, was issued at a price of $38.25, bears interest at the rate of
61/4% of the issue price per annum (or $2.3908 per annum) from July 9, 1996, or
from the most recent Interest Payment Date to which interest has been paid or
provided for, until the Maturity Date or such earlier date on which such STRYPES
is repaid pursuant to the terms thereof. Interest on the STRYPES is payable in
cash quarterly in arrears on January 1, April 1, July 1 and October 1, beginning
October 1, 1996, and on the Maturity Date (each, an "Interest Payment Date"), to
the persons in whose names the STRYPES are registered at the close of business
on the fifteenth calendar day (whether or not a Business Day) immediately
preceding such Interest Payment Date. Interest on the STRYPES will be computed
on the basis of a 360-day year of twelve 30-day months. If an Interest Payment
Date falls on a day that is not a Business Day, the interest payment to be made
on such Interest Payment Date will be made on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date, and no
additional interest will accrue as a result of such delayed payment.
The STRYPES will mature on July 1, 2001. On the Maturity Date, the Company
will pay and discharge each STRYPES by delivering to the holder thereof a
percentage of each type of Reference Property (subject to the Company's right to
deliver, with respect to all, but not less than all, Reference Property
deliverable on the Maturity Date, cash with an equal value) determined in
accordance with the following formula: (a) if the Reference Property Value (as
defined below) is greater than or equal to the Threshold Appreciation Price,
82.65% of each type of Reference Property, (b) if the Reference Property Value
is less than the Threshold Appreciation Price but is greater than the Initial
Price, a percentage of each type of Reference Property, allocated as
proportionately as practicable, so that the aggregate value thereof is equal to
the Initial Price and (c) if the Reference Property Value is less than or equal
to the Initial Price, 100% of each type of Reference Property. Accordingly,
there can be no assurance that the amount receivable by holders of the STRYPES
on the Maturity Date will be equal to or greater than the issue price of the
STRYPES. If the Reference Property Value is less than the Initial Price, such
amount receivable on the Maturity Date will be less than the issue price paid
for the STRYPES, in which case an investment in STRYPES will result in a loss.
Notwithstanding the foregoing, the Company may, in lieu of delivering the
applicable percentage of each type of Reference Property, deliver cash in an
amount equal to the sum of (a) for any portion of the Reference Property
consisting of cash that is otherwise deliverable on the Maturity Date, the
amount of such cash, without interest thereon, (b) for any portion of the
Reference Property consisting of property other than cash or Reference
Securities that is otherwise deliverable on the Maturity Date, the fair market
value (as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company) as of the third Trading Day
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preceding the Maturity Date of such property, and (c) for any portion of the
Reference Property consisting of a Reference Security (as defined below) that is
otherwise deliverable on the Maturity Date (except as described under "Reference
Property Adjustments" below), an amount equal to the average Closing Price (as
defined below) per unit of such Reference Security on the 20 Trading Days
immediately prior to, but not including, the second Trading Day preceding the
Maturity Date multiplied by the number of units of such Reference Security
constituting part of the Reference Property, subject to the Company's agreement
contained in the Purchase Agreement to deliver on the Maturity Date the form of
consideration that the ML&Co. Subsidiary (as defined below) receives from GVI.
Such right, if exercised by the Company, must be exercised with respect to all
Reference Property otherwise deliverable on the Maturity Date in payment of all
outstanding STRYPES. On or prior to the sixth Business Day prior to the Maturity
Date, the Company will notify The Depository Trust Company and the Trustee and
publish a notice in The Wall Street Journal or another daily newspaper of
national circulation stating whether the STRYPES will be paid and discharged by
delivery of the applicable percentage of each type of Reference Property or
cash. At the time such notice is published, the Reference Property Value will
not have been determined. If the Company elects to deliver Reference Property,
holders of the STRYPES will be responsible for the payment of any and all
brokerage costs upon the subsequent sale thereof.
The term "Reference Property" initially means one share of IMC Common Stock
and shall be subject to adjustment from time to time prior to the Maturity Date
to reflect the addition or substitution of any cash, securities and/or other
property resulting from the application of the adjustment provisions described
herein. See "--Reference Property Adjustments" below. The term "Reference
Security" means, at any time, any security (as defined in Section 2(1) of the
Securities Act) then constituting part of the Reference Property. The term
"Reference Property Value" means, subject to the adjustment provisions described
below, the sum of (a) for any portion of the Reference Property consisting of
cash, the amount of such cash, (b) for any portion of the Reference Property
consisting of property other than cash or Reference Securities, the fair market
value (as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company) as of the third Trading Day
preceding the Maturity Date of such property, and (c) for any portion of the
Reference Property consisting of a Reference Security, an amount equal to the
average Closing Price per unit of such Reference Security on the 20 Trading Days
immediately prior to, but not including, the second Trading Day preceding the
Maturity Date multiplied by the number of units of such Reference Security
constituting part of the Reference Property. The "Closing Price" of any
Reference Security on any date of determination means the closing sale price
(or, if no closing price is reported, the last reported sale price) of such
Reference Security on the NYSE on such date or, if such Reference Security is
not listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange on
which such Reference Security is so listed, or if such Reference Security is not
so listed on a United States national or regional securities exchange, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System, or, if such Reference Security is not so reported, the last
quoted bid price for such Reference Security in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if such
bid price is not available, the market value of such Reference Security on such
date as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company. A "Trading Day" is defined as a
day on which the Reference Security the Closing Price of which is being
determined (A) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market at the close of
business and (B) has traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary market
for the trading of such Reference Security.
For illustrative purposes only, the following table shows the number of
shares of IMC Common Stock or the amount of cash that a holder of STRYPES would
receive for each STRYPES at various Reference Property Values. The table assumes
that there will be no Reference Property adjustments as described below and,
accordingly, that on the Maturity Date the Reference Property will consist of
one share of IMC Common Stock. There can be no assurance that the Reference
Property Value will be within the range set forth below. Given the Initial Price
of $38.25 and the Threshold Appreciation Price of $46.28, a STRYPES holder would
receive on the Maturity Date the following number of shares of IMC Common Stock
or amount of cash (if the Company elects to pay and discharge
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<PAGE>
the STRYPES with cash) per STRYPES:
Reference Number of Shares
Property of IMC Common Amount
Value Stock of Cash
----- ----- -------
$35.00 1.0000 $35.00
38.25 1.0000 38.25
42.00 0.9107 38.25
46.28 0.8265 38.25
50.00 0.8265 41.33
Reference Property Adjustments
The Reference Property is subject to adjustment if an issuer of a Reference
Security shall: (i) subdivide or split the outstanding units of such Reference
Security into a greater number of units; (ii) combine the outstanding units of
such Reference Security into a smaller number of units; (iii) issue by
reclassification of units of such Reference Security any units of another
security of such issuer; (iv) issue rights or warrants to all holders of such
Reference Security entitling them, for a period expiring prior to the fifteenth
calendar day following the Maturity Date, to subscribe for or purchase any of
its securities or other property (other than rights to purchase units of such
Reference Security pursuant to a plan for the reinvestment of dividends or
interest); or (v) pay a dividend or make a distribution to all holders of such
Reference Security of cash, securities or other property (excluding any cash
dividend on any Reference Security consisting of capital stock that does not
constitute an Extraordinary Cash Dividend (as defined below), excluding any
payment of interest on any Reference Security consisting of an evidence of
indebtedness and excluding any dividend or distribution referred to in clause
(i), (ii), (iii) or (iv) above) or issue to all holders of such Reference
Security rights or warrants to subscribe for or purchase any of its securities
or other property (other than those referred to in clause (iv) above) (any of
the foregoing cash, securities or other property or rights or warrants are
referred to as the "Distributed Assets").
In the case of the events referred to in clauses (i), (ii) and (iii) above,
the Reference Property shall be adjusted to include the number of units of such
Reference Security and/or other security of such issuer which a holder of units
of such Reference Security would have owned or been entitled to receive
immediately following any such event had such holder held, immediately prior to
such event, the number of units of such Reference Security constituting part of
the Reference Property immediately prior to such event. Each such adjustment
shall become effective immediately after the effective date for such
subdivision, split, combination or reclassification, as the case may be. Each
such adjustment shall be made successively.
In the case of the event referred to in clause (iv) above, the Reference
Property shall be adjusted to include an amount in cash equal to the fair market
value (determined as described below), as of the fifth Business Day (except as
provided below) following the date on which such rights or warrants are received
by securityholders entitled thereto (the "Receipt Date"), of each such right or
warrant multiplied by the product of (A) the number of such rights or warrants
issued for each unit of such Reference Security and (B) the number of units of
such Reference Security constituting part of the Reference Property on the date
of issuance of such rights or warrants, immediately prior to such issuance,
without interest thereon. For purposes of the foregoing, the fair market value
of each such right or warrant shall be the quotient of (x) the highest net bid,
as of approximately 10:00 A.M., New York City time, on the fifth Business Day
following the Receipt Date for settlement three Business Days later, by a
recognized securities dealer in The City of New York selected by or on behalf of
the Company (from three (or such fewer number of dealers as may be providing
such bids) such recognized dealers selected by or on behalf of the Company), for
the purchase by such quoting dealer of the number of rights or warrants (the
"Aggregate Number") that a holder of such Reference Security would receive if
such holder held, as of the record date for determination of stockholders
entitled to receive such rights or warrants, a number of units of such Reference
Security equal to the product of (1) the aggregate number of Outstanding STRYPES
as of such record date and (2) the number of units of such Reference
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<PAGE>
Security constituting part of the Reference Property, divided by (y) the
Aggregate Number. Each such adjustment shall become effective on the fifth
Business Day following the Receipt Date of such rights or warrants. If for any
reason the Company is unable to obtain the required bid on the fifth Business
Day following the Receipt Date, it shall attempt to obtain such bid at
successive intervals of three months thereafter and on the third Trading Day
prior to the Maturity Date until it is able to obtain the required bid. From the
date of issuance of such rights or warrants until the required bid is obtained,
the Reference Property shall include the number of such rights or warrants
issued for each unit of such Reference Security multiplied by the number of
units of such Reference Security constituting part of the Reference Property on
the date of issuance of such rights or warrants, immediately prior to such
issuance, and such rights or warrants constituting part of the Reference
Property shall be deemed for all purposes hereof to have a fair market value of
zero.
In the case of the event referred to in clause (v) above, the Reference
Property shall be adjusted to include, from and after such dividend,
distribution or issuance, (x) in respect of that portion, if any, of the
Distributed Assets consisting of cash, the amount of such Distributed Assets
consisting of cash received for each unit of such Reference Security multiplied
by the number of units of such Reference Security constituting part of the
Reference Property on the date of such dividend, distribution or issuance,
immediately prior to such dividend, distribution or issuance, without interest
thereon, plus (y) in respect of that portion, if any, of the Distributed Assets
which are other than cash, the number or amount of each type of Distributed
Assets other than cash received with respect to each unit of such Reference
Security multiplied by the number of units of such Reference Security
constituting part of the Reference Property on the date of such dividend,
distribution or issuance, immediately prior to such dividend, distribution or
issuance.
An "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate amount of all cash
dividends on any Reference Security consisting of capital stock occurring in
such 12-month period (or, if such Reference Security was not outstanding at the
commencement of such 12-month period, occurring in such shorter period during
which such Reference Security was outstanding) exceeds on a per share basis 12%
of the average of the Closing Prices per share of such Reference Security over
such 12-month period (or such shorter period during which such Reference
Security was outstanding); provided that, for purposes of the foregoing
definition, the amount of cash dividends paid on a per share basis will be
appropriately adjusted to reflect the occurrence during such period of any stock
dividend or distribution of shares of capital stock of the issuer of such
Reference Security or any subdivision, split, combination or reclassification of
shares of such Reference Security.
In the event of (A) any consolidation or merger of an issuer of a Reference
Security with or into another entity (other than a merger or consolidation in
which such issuer is the continuing corporation and in which the Reference
Security outstanding immediately prior to the merger or consolidation is not
exchanged for cash, securities or other property of such issuer or another
entity), (B) any statutory exchange of securities of an issuer of a Reference
Security with another entity (other than in connection with a merger or
acquisition) or (C) any liquidation, dissolution, winding up or bankruptcy of an
issuer of a Reference Security (excluding any distribution in such event
referred to in clause (v) above) (any such event described in clause (A), (B) or
(C), a "Reorganization Event"), the Reference Property shall be adjusted to
include, from and after the effective date for such Reorganization Event, in
lieu of the number of units of such Reference Security constituting part of the
Reference Property immediately prior to the effective date for such
Reorganization Event, the amount or number of any cash, securities and/or other
property owned or received in such Reorganization Event with respect to each
unit of such Reference Security multiplied by the number of units of such
Reference Security constituting part of the Reference Property immediately prior
to the effective date for such Reorganization Event.
No adjustments will be made for certain other events, such as offerings of
IMC Common Stock by IMC for cash or in connection with acquisitions. Likewise,
no adjustments will be made for any sales of IMC Common Stock by GVI.
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The Company is required, within ten Business Days following the occurrence
of an event that requires an adjustment to the Reference Property (or if the
Company is not aware of such occurrence, as soon as practicable after becoming
so aware), to provide written notice to the Trustee and to the holders of the
STRYPES of the occurrence of such event and a statement in reasonable detail
setting forth the amount or number of each type of Reference Security and other
property then constituting part of the Reference Property.
Fractional Interests
No fractional units of any Reference Security will be delivered if the
Company pays and discharges the STRYPES by delivering Reference Property. In
lieu of any fractional unit otherwise deliverable in respect of all STRYPES of
any holder on the Maturity Date, such holder shall be entitled to receive an
amount in cash equal to the value of such fractional unit based on the average
Closing Price per unit of such Reference Security on the 20 Trading Days
immediately prior to, but not including, the second Trading Day preceding the
Maturity Date.
To the extent practicable, the Company will deliver fractional interests of
any Reference Property other than cash or a Reference Security if the Company
pays and discharges the STRYPES by delivering Reference Property. If such
delivery is not practicable, in lieu of delivering any such fractional interest
otherwise deliverable in respect of all STRYPES of any holder on the Maturity
Date, such holder shall be entitled to receive an amount in cash equal to the
value of such fractional interest based on the fair market value (as determined
by a nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the third Trading Day preceding the Maturity Date
of such Reference Property other than cash or a Reference Security.
Redemption, Sinking Fund and Payment Prior to Maturity
The STRYPES are not subject to redemption by the Company prior to the
Maturity Date and do not contain sinking fund or other mandatory redemption
provisions. The STRYPES are not subject to payment prior to the Maturity Date at
the option of the holder.
Ranking
The STRYPES are unsecured obligations and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company.
There are no contractual restrictions on the ability of the Company or its
subsidiaries to incur additional secured or unsecured debt. However, borrowings
by certain subsidiaries, including MLPF&S, are restricted by net capital
requirements under the Exchange Act and under rules of certain exchanges and
other regulatory bodies.
Purchase Agreement
Pursuant to the Purchase Agreement described under "Certain Arrangements
with GVI," GVI is obligated to deliver to the ML&Co. Subsidiary (as defined
below) immediately prior to the Maturity Date the Reference Property required by
the Company to pay and discharge all of the STRYPES (including any STRYPES
issued pursuant to the over-allotment option granted by the Company to MLPF&S).
In lieu of delivering the Reference Property immediately prior to the Maturity
Date, GVI has the right to satisfy its obligation under the Purchase Agreement
by delivering at such time cash in an amount equal to the value of such
Reference Property immediately prior to the Maturity Date. Such right, if
exercised by GVI, must be exercised with respect to all of the Reference
Property deliverable pursuant to the Purchase Agreement.
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Securities Depository
Upon issuance, all STRYPES were represented by one or more fully registered
global securities (the "Global Notes"). Each such Global Note was deposited
with, or on behalf of, The Depository Trust Company, as Securities Depository
(the "Securities Depository"), and registered in the name of the Securities
Depository or a nominee thereof. Unless and until it is exchanged in whole or in
part for STRYPES in definitive form under the limited circumstances described
below, no Global Note may be transferred except as a whole by the Securities
Depository to a nominee of such Securities Depository or by a nominee of such
Securities Depository to such Securities Depository or another nominee of such
Securities Depository or by such Securities Depository or any such nominee to a
successor of such Securities Depository or a nominee of such successor.
The Securities Depository has advised the Company as follows: The Securities
Depository is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Securities Depository was created to hold securities of its
participants ("Participants") and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Securities Depository's Participants include securities brokers and dealers
(including MLPF&S), banks, trust companies, clearing corporations, and certain
other organizations.
The Securities Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Securities
Depository's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Purchases of STRYPES must be made by or through Participants, which will
receive a credit on the records of the Securities Depository. The ownership
interest of each actual purchaser of each STRYPES ("Beneficial Owner") is in
turn to be recorded on the Participants' or Indirect Participants' records.
Beneficial Owners will not receive written confirmations from the Securities
Depository of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Beneficial Owner entered into the transaction. Ownership of
beneficial interest in such Global Note will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Securities Depository (with respect to interests of Participants) and on the
records of Participants (with respect to interests of persons held through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Notes.
So long as the Securities Depository, or its nominee, is the registered
owner of a Global Note, the Securities Depository or its nominee, as the case
may be, will be considered the sole owner or holder of the STRYPES represented
by such Global Note for all purposes under the Indenture. Except as provided
below, Beneficial Owners in a Global Note will not be entitled to have the
STRYPES represented by such Global Notes registered in their names, will not
receive or be entitled to receive physical delivery of the STRYPES in definitive
form and will not be considered the owners or holders thereof under the
Indenture. Accordingly, each Person owning a beneficial interest in a Global
Note must rely on the procedures of the Securities Depository and, if such
Person is not a Participant, on the procedures of the Participant through which
such Person owns its interest, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of holders or that an owner of a
beneficial interest in such a Global Note desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Securities
Depository would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would
12
<PAGE>
authorize Beneficial Owners owning through such Participants to give or take
such action or would otherwise act upon the instructions of Beneficial Owners.
Conveyance of notices and other communications by the Securities Depository to
Participants, by Participants to Indirect Participants, and by Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Payment of any amount with respect to STRYPES registered in the name of the
Securities Depository or its nominee will be made to the Securities Depository
or its nominee, as the case may be, as the holder of the Global Notes
representing such STRYPES. None of the Company, the Trustee or any other agent
of the Company or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests. The Company expects that the
Securities Depository, upon receipt of any payment in respect of a Global Note,
will credit the accounts of the Participants with payment in amounts
proportionate to their respective holdings of beneficial interest in such Global
Note as shown on the records of the Securities Depository. The Company also
expects that payments by Participants to Beneficial Owners will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participants.
If, with respect to a series of STRYPES, (x) the Securities Depository is at
any time unwilling or unable to continue as Securities Depository and a
successor depository is not appointed by the Company within 60 days, (y) the
Company executes and delivers to the Trustee a Company Order to the effect that
the Global Notes shall be exchangeable or (z) an Event of Default has occurred
and is continuing with respect to any STRYPES of that series, the Company will
issue STRYPES in definitive form in exchange for all of the Global Notes
representing the STRYPES of that series. Such definitive STRYPES shall be
registered in such name or names as the Securities Depository shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Securities Depository from Participants with respect to
ownership of beneficial interests in such Global Notes.
Merger and Consolidation
The Company may consolidate or merge with or into any other corporation, and
the Company may sell, lease or convey all or substantially all of its assets to
any corporation, provided that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received such assets shall be a corporation organized and existing under the
laws of the United States of America or a state thereof and shall assume the due
and punctual delivery or payment of the Underlying Securities (or cash with an
equal value) in respect of, any interest and Additional Amounts on, and any
other amounts payable with respect to, the STRYPES of each series and the due
and punctual performance and observance of all of the covenants and conditions
of the Indenture to be performed or observed by the Company, and (ii) the
Company or such successor corporation, as the case may be, shall not immediately
thereafter be in default under the Indenture.
Limitations Upon Liens
The Indenture provides that the Company may not, and may not permit any
Subsidiary (defined in the Indenture as any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly 50% of the shares of Voting Stock of such corporation)
to, create, assume, incur or permit to exist any indebtedness for borrowed money
secured by a pledge, lien or other encumbrance (except for certain liens
specifically permitted by the Indenture) on the Voting Stock owned directly or
indirectly by the Company of any Subsidiary (other than a Subsidiary which, at
the time of incurrence of such secured indebtedness, has a net worth of less
than $3,000,000) without making effective provision whereby the Outstanding
STRYPES will be secured equally and ratably with such secured indebtedness.
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Limitations on Disposition of Voting Stock of, and Merger and Sale of Assets by,
MLPF&S
The Indenture provides that the Company may not sell, transfer or otherwise
dispose of any Voting Stock of MLPF&S or permit MLPF&S to issue, sell or
otherwise dispose of any of its Voting Stock, unless, after giving effect to any
such transaction, MLPF&S remains a Controlled Subsidiary (defined in the
Indenture to mean a corporation more than 80% of the outstanding shares of
Voting Stock of which are owned directly or indirectly by the Company). In
addition, the Indenture provides that the Company may not permit MLPF&S to (i)
merge or consolidate, unless the surviving company is a Controlled Subsidiary,
or (ii) convey or transfer its properties and assets substantially as an
entirety, except to one or more Controlled Subsidiaries.
Events of Default
Each of the following will constitute an Event of Default under the
Indenture with respect to each series of STRYPES: (a) failure to pay and
discharge the STRYPES of that series with the Underlying Securities or, if the
Company so elects, to pay an equivalent amount in cash in lieu thereof when due;
(b) failure to pay the Redemption Price or any redemption premium with respect
to any STRYPES of that series when due; (c) failure to deposit any sinking fund
payment, when and as due by the terms of any STRYPES of that series; (d) failure
to pay any interest on or any Additional Amounts in respect of any STRYPES of
that series when due, continued for 30 days; (e) failure to perform any other
covenant of the Company contained in the Indenture for the benefit of that
series or in the STRYPES of that series, continued for 60 days after written
notice has been given to the Company by the Trustee, or to the Company and the
Trustee by the holders of at least 10% of the aggregate issue price of the
Outstanding STRYPES of that series, as provided in the Indenture; (f) certain
events in bankruptcy, insolvency or reorganization of the Company; and (g) any
other Event of Default provided with respect to STRYPES of that series.
If an Event of Default (other than an Event of Default described in clause
(f) of the immediately preceding paragraph) with respect to the STRYPES of any
series shall occur and be continuing, either the Trustee or the holders of at
least 25% of the aggregate issue price of the Outstanding STRYPES of that series
by notice as provided in the Indenture may declare an amount equal to the
aggregate issue price of all the STRYPES of that series and the interest accrued
thereon and Additional Amounts payable in respect thereof, if any, to be
immediately due and payable in cash. If an Event of Default described in said
clause (f) shall occur, an amount equal to the aggregate issue price of all the
STRYPES of that series and the interest accrued thereon and Additional Amounts
payable in respect thereof, if any, will become immediately due and payable in
cash without any declaration or other action on the part of the Trustee or any
holder. After such acceleration, but before a judgment or decree based on
acceleration, the holders of a majority of the aggregate issue price of the
Outstanding STRYPES of that series may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the non-payment of
the amount equal to the aggregate issue price of all the STRYPES of that series
due by reason of such acceleration, have been cured or waived as provided in the
Indenture. See "Modification and Waiver" below.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of STRYPES of any
series, unless such holders of that series shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction.
Subject to such provisions for the indemnification of the Trustee, the holders
of a majority of the aggregate issue price of the STRYPES of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the STRYPES of that series.
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the fulfillment of any of its obligations under the Indenture
and, if so, specifying all such known defaults.
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The STRYPES and other series of Senior Debt Securities issued under the
Indenture will not have the benefit of any cross-default provisions with other
indebtedness of the Company.
Modification and Waiver
Unless otherwise specified in a Prospectus Supplement, modifications of and
amendments to the Indenture affecting a series of STRYPES may be made by the
Company and the Trustee with the consent of the holders of 662/3% of the
aggregate issue price of the Outstanding STRYPES of such series; provided,
however, that no such modification or amendment may, without the consent of the
holder of each Outstanding STRYPES of such series affected thereby, (a) change
the Maturity Date or the Stated Maturity of any installment of interest or
Additional Amounts on any STRYPES or any premium payable on the redemption
thereof, or change the Redemption Price, (b) reduce the amount of Underlying
Securities payable with respect to any STRYPES (or reduce the amount of cash
payable in lieu thereof), (c) reduce the amount of interest or Additional
Amounts payable on any STRYPES or reduce the amount of cash payable with respect
to any STRYPES upon acceleration of the maturity thereof, (d) change the place
or currency of payment of interest or Additional Amounts on, or any amount of
cash payable with respect to, any STRYPES, (e) impair the right to institute
suit for the enforcement of any payment on or with respect to any STRYPES,
including the payment of Underlying Securities with respect to any STRYPES, (f)
reduce the percentage of the aggregate issue price of Outstanding STRYPES of
such series, the consent of whose holders is required to modify or amend the
Indenture, (g) reduce the percentage of the aggregate issue price of Outstanding
STRYPES of such series necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults or (h) modify such
provisions with respect to modification and waiver. Except as provided in the
Indenture, no modification of or amendment to the Indenture may adversely affect
the rights of a holder of any other Senior Debt Security without the consent of
such holder.
The holders of a majority of the aggregate issue price of each series of
STRYPES may waive compliance by the Company with certain restrictive provisions
of the Indenture. The holders of a majority of the aggregate issue price of each
series of STRYPES may waive any past default under the Indenture, except a
default in the payment of the Underlying Securities with respect to any STRYPES
of that series, or of cash payable in lieu thereof, or in the payment of any
premium, interest or Additional Amounts on any STRYPES of that series for which
payment had not been subsequently made or in respect of a covenant and provision
of the Indenture which cannot be modified or amended without the consent of the
holder of each Outstanding STRYPES of such series affected.
Governing Law
The Indenture and the STRYPES will be governed by, and construed in
accordance with, the laws of the State of New York.
Listing
The STRYPES have listed on the NYSE under the symbol "IGL."
CERTAIN ARRANGEMENTS WITH GVI
Pursuant to an agreement (the "Purchase Agreement") among the Company,
Merrill Lynch Mortgage Capital Inc., a wholly-owned subsidiary of the Company
(the "ML&Co. Subsidiary"), and GVI, GVI is obligated to deliver to the ML&Co.
Subsidiary immediately prior to the Maturity Date the Reference Property
required by the Company to pay and discharge all of the STRYPES. In lieu of
delivering the Reference Property immediately prior to the Maturity Date, GVI
has the right to satisfy its obligation under the Purchase Agreement by
delivering at such time cash in an amount equal to the value of such Reference
Property immediately prior to the Maturity Date. Such right, if exercised by
GVI, must be exercised with respect to all of the Reference Property deliverable
pursuant to the Purchase Agreement. Under the Purchase Agreement, the Company
has agreed to pay and discharge the STRYPES by delivering to the holders thereof
on the Maturity Date the form of consideration that the ML&Co. Subsidiary
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receives from GVI. The consideration to be paid by the ML&Co. Subsidiary under
the Purchase Agreement is $153,382,017 in the aggregate, which was paid to GVI
on July 9, 1996. No other consideration is payable by the ML&Co. Subsidiary to
GVI in connection with its acquisition of the Reference Property pursuant to the
Purchase Agreement or the performance of the Purchase Agreement by GVI. The
Company has agreed with GVI that, without the prior consent of GVI, it will not
amend the Indenture in any respect that would adversely affect any obligation of
GVI under the Purchase Agreement, including, without limitation, increasing the
consideration that GVI is obligated to deliver pursuant to the Purchase
Agreement.
Until such time, if any, as GVI shall have delivered the Reference Property
to the ML&Co. Subsidiary pursuant to the terms of the Purchase Agreement, GVI
will retain all ownership rights with respect to the Reference Property held by
it (including, without limitation, voting rights and rights to receive any
dividends, interest or other distributions in respect thereof).
GVI has no obligations with respect to the STRYPES or amounts to be paid to
holders thereof, including any obligation to take the needs of the Company or of
holders of the STRYPES into consideration in determining whether to deliver the
Reference Property or cash or for any other reason. The Purchase Agreement among
the Company, the ML&Co. Subsidiary and GVI is a commercial transaction and does
not create any rights in, or for the benefit of, any holder of STRYPES.
In the event GVI does not perform under the Purchase Agreement, the Company
will be required to otherwise acquire the Reference Property for delivery to the
holders of the STRYPES on the Maturity Date, unless it elects to exercise its
option to deliver cash with an equal value.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. The Selected Financial Data under the captions "Operating Results",
"Financial Position" and "Common Share Data" for each of the five years in the
period ended December 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, has been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports included as an exhibit to the Registration
Statement or incorporated by reference herein. Such consolidated financial
statements and related financial statement schedules, and such Selected
Financial Data appearing or incorporated by reference in this Prospectus and the
Registration Statement of which this Prospectus is a part, have been included or
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in such Quarterly Report on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the "Act"), for any such report on
unaudited interim financial information because any such report is not a
"report" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered. All the amounts shown are
estimates, except the registration fee and the NASD fee.
<TABLE>
<S> <C>
Registration fee................................................ $ 909,091
Fees and expenses of accountants................................ 50,000
Fees and expenses of counsel.................................... 321,435
NASD fee........................................................ 30,500
Fees and expenses of Trustees and Warrant Agent................. 75,000
Printing expenses............................................... 200,000
Printing and engraving of Securities............................ 25,000
Rating agency fees.............................................. 100,000
Miscellaneous................................................... 88,974
---------
Total....................................................... $1,800,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or was serving at its request in such capacity in another corporation or
business association, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
Article XIII, Section 2 of the Restated Certificate of Incorporation of the
Registrant provides in effect that, subject to certain limited exceptions, the
Registrant shall indemnify its directors and officers to the extent authorized
or permitted by the General Corporation Law of the State of Delaware.
The Form of Underwriting Agreement filed as Exhibit 1 provides for the
indemnification of the Registrant, its controlling persons, its directors and
certain of its officers by the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The directors and officers of the Registrant are insured under policies of
insurance maintained by the Registrant, subject to the limits of the policies,
against certain losses arising from any claim made against them by reason of
being or having been such directors or officers. In addition, the Registrant has
entered into contracts with all of its directors providing for indemnification
of such persons by the Registrant to the full extent authorized or permitted by
law, subject to certain limited exceptions.
II-1
<PAGE>
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
1(a)(i) --Form of Underwriting Agreement for Debt Exhibit 1(a)(i) to Registrant's Registration
Securities and Warrants, including forms of Terms Statement of Form S-3 (No. 333-13649).
Agreement.
1(b) --Form of Distribution Agreement, including form Exhibit 1(b) to Registrant's Registration
of Terms Agreement, relating to Medium-Term Statement on Form S-3 (No. 33-51489).
Notes, Series B (a series of Senior Debt
Securities).
4(a)(i) --Senior Indenture, dated as of April 1, 1983, as Exhibit 99(c) to Registrant's Registration
amended and restated, between the Company and The Statement on Form 8-A dated July 20, 1992.
Chase Manhattan Bank, formerly known as Chemical
Bank (successor by merger to Manufacturers
Hanover Trust Company).
4(a)(ii) --Senior Indenture, dated as of October 1, 1993, Exhibit 4 to Registrant's Current Report on Form
between the Company and The Chase Manhattan Bank 8-K dated October 7, 1993.
(successor by merger to The Chase Manhattan Bank,
N.A.)
4(a)(iii) --Form of initial Subsequent Indenture with
respect to Senior Debt Securities.
4(a)(iv) --Form of Subsequent Indenture with respect to
Senior Debt Securities.
4(b)(i) --Supplemental Indenture to the Senior Indenture Exhibit 99(c) to Registrant's Registration
dated March 15, 1990 between the Company and The Statement on Form 8-A dated July 20, 1992.
Chase Manhattan Bank, formerly known as Chemical
Bank (successor by merger to Manufacturers
Hanover Trust Company).
4(b)(ii) --Eighth Supplemental Indenture to the Senior Exhibit 4(b) to Post-Effective Amendment No. 1 to
Indenture, dated March 1, 1996, between the Registrant's Registration Statement on Form S-3
Company and The Chase Manhattan Bank, formerly (No. 33-65135).
known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company).
4(b)(iii) --Ninth Supplemental Indenture to the Senior Exhibit 4(b) to Post-Effective Amendment No. 4 to
Indenture, dated June 1, 1996, between the Registrant's Registration Statement on Form S-3
Company and The Chase Manhattan Bank, formerly (No. 33-65135).
known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company).
4(b)(iv) --Tenth Supplemental Indenture to the Senior Exhibit 4(b) to Post-Effective Amendment No. 5 to
Indenture, dated July 1, 1996, between the Registrant's Registration Statement on Form S-3
Company and The Chase Manhattan Bank, formerly (No. 33-65135).
known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(b)(v) --Supplemental Indenture to the Senior Indenture Exhibit 4(b)(ii) to Registrant's Registration
dated October 25, 1993 between the Company and Statement on Form S-3 (No. 33-61559).
The Chase Manhattan Bank (successor by merger to
The Chase Manhattan Bank, N.A.)
4(c)(i) --Form of Subordinated Indenture between the Exhibit 4.7 to Registrant's Registration
Company and The Chase Manhattan Bank. Statement on Form S-3 (No. 333-16603).
4(c)(ii) --Form of Subsequent Indentures with respect to
Subordinated Debt Securities.
4(d) --Form of 7.25% Note due May 15, 1997. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 21, 1992.
4(e) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Security due August 29, 1997. 8-K dated July 30, 1992.
4(f) --Form of Stock Market Annual Reset Term Note due Exhibit 4 to Registrant's Current Report on Form
December 31, 1997. 8-K dated October 29, 1992.
4(g) --Form of 9% Note due May 1, 1998. Exhibit 4(x) to Registrant's Registration
Statement on Form S-3 (No. 33-45327).
4(h) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Security due July 31, 1998. 8-K dated January 28, 1993.
4(i) --Form of Global Telecommunications Portfolio Exhibit 4 to Registrant's Current Report on Form
Market Index Target-Term Security due October 15, 8-K dated September 13, 1993.
1998.
4(j) --Form of Global Bond Linked Security due Exhibit 4 to Registrant's Current Report on Form
December 31, 1998. 8-K dated February 22, 1993.
4(k) --Form of Currency Protected Note due December Exhibit 4 to Registrant's Current Report on Form
31, 1998. 8-K dated July 7, 1993.
4(l) --Form of 10 3/8% Note due February 1, 1999. Exhibit 4(y) to Registrant's Registration
Statement on Form S-3 (No. 33-45327).
4(m) --Form of 7 3/4% Note due March 1, 1999. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 2, 1992.
4(n) --Form of 6 3/8% Note due March 30, 1999. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 30, 1994.
4(o) --Form of Equity Participation Security with Exhibit 4(ooo) to Amendment No. 1 to Registrant's
Minimum Return Protection due June 30, 1999. Registration Statement on Form S-3 (No.
33-54218).
4(p) --Form of European Portfolio Market Index Exhibit 4 to Registrant's Current Report on Form
Target-Term Security due June 30, 1999. 8-K dated December 30, 1993.
4(q) --Form of 8 1/4% Note due November 15, 1999. Exhibit 4(cc) to Registrant's Registration
Statement on Form S-3 (No. 33-45327).
4(r) --Form of Stock Market Annual Reset Term Note due Exhibit 4 to Registrant's Current Report on Form
December 31, 1999 (Series A). 8-K dated April 29, 1993.
4(s) --Form of Japan Index Equity Participation Exhibit 4 to Registrant's Current Report on Form
Security with Minimum Return Protection due 8-K dated January 27, 1994.
January 31, 2000.
4(t) --Form of 8 3/8% Note due February 9, 2000. Exhibit 4 to Registrant's Current Report on Form
8-K dated February 9, 1995.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(u) --Form of 6.70% Note due August 1, 2000. Exhibit 4 to Registrant's Current Report on Form
8-K dated August 1, 1995.
4(v) --Form of AMEX Oil Index Stock Market Annual Exhibit 4 to Registrant's Current Report on Form
Reset Term Note due December 29, 2000. 8-K dated March 31, 1994.
4(w) --Form of 8% Note due February 1, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated February 4, 1992.
4(x) --Form of Step-Up Note due April 30, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 30, 1992.
4(y) --Form of Step-Up Note due May 6, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 6, 1992.
4(z) --Form of 7 3/8% Note due August 17, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated August 17, 1992.
4(aa) --Form of 6.64% Note due September 19, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated September 19, 1995.
4(bb) --Form of 8.30% Note due November 1, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 4, 1992.
4(cc) --Form of 6 7/8% Note due March 1, 2003. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 1, 1993.
4(dd) --Form of 7.05% Note due April 15, 2003. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 15, 1993.
4(ee) --Form of 6 1/4% Note due January 15, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated January 20, 1994.
4(ff) --Form of 6 3/8% Note due September 8, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated September 8, 1993.
4(gg) --Form of 8% Note due June 1, 2007. Exhibit 4 to Registrant's Current Report on Form
8-K dated June 1, 1992.
4(hh) --Form of 7% Note due April 27, 2008. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 27, 1993.
4(ii) --Form of 6 1/4% Note due October 15, 2008. Exhibit 4 to Registrant's Current Report on Form
8-K dated October 15, 1993.
4(jj) --Form of 8.40% Note due November 1, 2019. Exhibit 4(z) to Registrant's Registration
Statement on Form S-3 (No. 33-35456).
4(kk) --Form of Fixed Rate Medium-Term Note (without Exhibit 4(kk) to Registrant's Registration
redemption provisions). Statement on Form S-3 (No. 33-54218).
4(ll) --Form of Fixed Rate Medium-Term Note (with Exhibit 4(ll) to Registrant's Registration
redemption provisions). Statement on Form S-3 (No. 33-54218).
4(mm) --Form of Fixed Rate Medium-Term Note (without Exhibit 4(d) to Registrant's Registration
redemption provisions, minimum denomination Statement on Form S-3 (No. 33-38879).
$1,000).
4(nn) --Form of Fixed Rate Medium-Term Note (with Exhibit 4(e) to Registrant's Registration
redemption provisions, minimum denomination Statement on Form S-3 (No. 33-38879).
$1,000).
4(oo) --Form of Fixed Rate Medium-Term Note, Series B. Exhibit 4(xiii) to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 24,
1993.
4(pp) --Form of Federal Funds Rate Medium-Term Note. Exhibit 4(oo) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(qq) --Form of Floating Rate Medium-Term Note, Series Exhibit 4(xiv) to Registrant's Quarterly Report
B. on Form 10-Q for the quarter ended September 24,
1993.
4(rr) --Form of Commercial Paper Rate Medium-Term Note. Exhibit 4(qq) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(ss) --Form of Commercial Paper Index Rate Medium-Term Exhibit 4(i) to Registrant's Registration
Note. Statement on Form S-3 (File No. 33-38879).
4(tt) --Form of Constant Maturity Treasury Rate Indexed Exhibit 4(ccc) to Registrant's Registration
Medium-Term Note, Series B. Statement on Form S-3 (No. 33-52647).
4(uu) --Form of Constant Maturity Treasury Rate Indexed Exhibit 4(xv) to Registrant's Annual Report on
Medium-Term Note II, Series B. Form 10-K for the year ended December 30, 1994.
4(vv) --Form of JPY Yield Curve Flattening Medium-Term Exhibit 4(ddd) to Registrant's Registration
Note, Series B. Statement on Form S-3 (No. 33-52647).
4(ww) --Form of LIBOR Medium-Term Note. Exhibit 4(pp) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(xx) --Form of Multi-Currency Medium-Term Note, Series Exhibit 4(fff) to Registrant's Registration
B. Statement on Form S-3 (No. 33-52647).
4(yy) --Form of Nine Month Renewable Floating Rate Exhibit 4(ix) to Registrant's Quarterly Report on
Medium-Term Note, Series B. Form 10-Q for the quarter ended September 24,
1993.
4(zz) --Form of Treasury Rate Medium-Term Note. Exhibit 4(aaa) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(aaa) --Form of Collared LIBOR Medium-Term Note due Exhibit 4(ww) to Registrant's Registration
February 14, 2000. Statement on Form S-3 (No. 33-54218).
4(bbb) --Form of Inverse Floating Rate Medium-Term Note Exhibit 4(vii) to Registrant's Quarterly Report
due September 15, 1998. on Form 10-Q for the quarter ended September 24,
1993.
4(ccc) --Form of Inverse Floating Rate Medium-Term Note, Exhibit 4(xii) to Registrant's Quarterly Report
Series B, due October 19, 1998. on Form 10-Q for the quarter ended September 24,
1993.
4(ddd) --Form of Japanese Yen Swap Rate Linked Exhibit 4(mmm) to Registrant's Registration
Medium-Term Note, Series B. Statement on Form S-3 (No. 33-52647).
4(eee) --Form of LIBOR Medium-Term Note due August 4, Exhibit 4(xx) to Registrant's Registration
1997. Statement on Form S-3 (No. 33-54218).
4(fff) --Form of Step-Up Medium-Term Note due May 20, Exhibit 4(ggg) to Amendment No. 1 to Registrant's
2008. Registration Statement on Form S-3 (No.
33-54218).
4(ggg) --Form of Swap Spread Linked Medium-Term Note due Exhibit 4(hhh) to Amendment No. 1 to Registrant's
May 20, 1998. Registration Statement on Form S-3 (No.
33-54218).
4(hhh) --Form of Warrant Agreement, including form of Exhibit 4(aa) to Registrant's Registration
Warrant Certificate. Statement on Form S-3 (No. 33-35456).
4(iii) --Form of Currency [Put/Call] Warrant Agreement, Exhibit 4 to Registrant's Registration Statement
including form of Global Currency Warrant on Form S-3 (No. 33-17965).
Certificate.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(jjj) --Form of Currency Put Warrant Agreement, Exhibit 4 to Registrant's Current Report on Form
including form of Global Currency Warrant 8-K dated May 23, 1995.
Certificate, relating to Greater of U.S.
Dollar/Deutsche Mark-- U.S. Dollar/Japanese Yen
Put Currency Warrants, Expiring May 15, 1997.
4(kkk) --Form of Index Warrant Agreement, including form Exhibit 4(kkk) to Amendment No. 1 to Registrant's
of Global Index Warrant Certificate. Registration Statement on Form S-3 (No.
33-54218).
4(lll) --Form of Index Warrant Trust Indenture, Exhibit 4(lll) to Amendment No. 1 to Registrant's
including form of Global Index Warrant Registration Statement on Form S-3 (No.
Certificate. 33-54218).
4(mmm) --Form of Warrant Agreement, including form of Exhibit 4 to Registrant's Current Report on Form
Global Warrant Certificate, relating to Russell 8-K dated November 27, 1995.
2000 Index Call Warrants Expiring November 17,
1998.
4(nnn) --Form of 6 1/2% Note due April 1, 2001. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 1, 1996.
4(ooo) --Form of 6% Note due January 15, 2001. Exhibit 4 to Registrant's Current Report on Form
8-K dated January 17, 1996.
4(ppp) --Form of 6% Note due March 1, 2001. Exhibit 4 to Registrant's Current Report on Form
8-K dated February 29, 1996.
4(qqq) --Form of 7% Note due March 15, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 18, 1996.
4(rrr) --Form of 7 3/8% Note due May 15, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 15, 1996.
4(sss) --Form of 6% STRYPES Due June 1, 1999. Exhibit 4(c) to Registrant's Form 8-K/A dated
June 7, 1996.
4(ttt) --Form of 7 1/4% STRYPES Due June 15, 1999. Exhibit 4(c) to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement on Form
S-3 (33-65135).
4(uuu) --Form of 6 1/4% STRYPES Due July 1, 2001. Exhibit 4(c) to Registrant's Current Report on
Form 8-K dated July 9, 1996.
4(vvv) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Security due May 10, 2001. 8-K dated May 13, 1996.
4(www) --Form of AMEX Hong Kong 30 Index Equity Exhibit 4 to Registrant's Current Report on Form
Participation Note due February 16, 1999. 8-K dated February 7, 1996.
4(xxx) --Form of Technology Market Index Target-Term Exhibit 4(a) to Registrant's Current Report on
Securities due August 15, 2001. Form 8-K dated August 12, 1996.
4(yyy) --Form of Top Ten Yield Market Index Target-Term Exhibit 4(b) to Registrant's Current Report on
Securities due August 15, 2006. Form 8-K dated August 12, 1996.
4(zzz) --Form of Healthcare/Biotechnology Portfolio Exhibit 4 to Registrant's Current Report on Form
Market Index Target-Term Securities due October 8-K dated October 30, 1996.
31, 2001.
4(aaaa) --Form of 7% Note due January 15, 2007. Exhibit 4 to Registrant's Current Report on Form
8-K dated January 13, 1997.
4(bbbb) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Securities due September 16, 2002. 8-K dated March 14, 1997.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
5 --Opinion of Brown & Wood LLP.
12 --Computation of Ratio of Earnings to Fixed Exhibit 12 to Registrant's Annual Report on Form
Charges. 10-K for the year ended
December 27, 1996.
23(a) --Consent of Brown & Wood LLP (included as part
of Exhibit 5).
23(b) --Consent of Deloitte & Touche LLP.
24 --Power of Attorney (included on page II-9).
25(a) --Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 of The Chase
Manhattan Bank.
99(a) --Opinion of Deloitte & Touche LLP with respect
to certain financial data appearing in the
Registration Statement.
99(b) --Opinion of Deloitte & Touche LLP with respect Exhibit 99(ii) to Registrant's Current Report on
to certain summary financial information and Form 8-K dated March 14, 1997.
selected financial data incorporated by reference
in the Registration Statement.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the Securities being registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement
II-7
<PAGE>
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act (the "Act") in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York and State of New York on the 15th day of
April, 1997.
MERRILL LYNCH & CO., INC.
By: /s/ DAVID H. KOMANSKY
-----------------------------------------
David H. Komansky
(CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER AND DIRECTOR)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David H. Komansky, Joseph T. Willett and Stephen
L. Hammerman, 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 sign any and all amendments
(including post-effective amendments) to this Registration Statement and to each
Registration Statement amended hereby, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, 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 be virtue
thereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 15TH DAY OF APRIL, 1997.
SIGNATURE TITLE
- ------------------------------ --------------------------
/s/ DAVID H. KOMANSKY Chairman of the Board,
- ------------------------------ Chief Executive Officer
(DAVID H. KOMANSKY) and Director
Senior Vice President and
/s/ JOSEPH T. WILLETT Chief
- ------------------------------ Financial Officer
(JOSEPH T. WILLETT) (Principal
Financial Officer)
Senior Vice President and
/s/ MICHAEL J. CASTELLANO Controller (Principal
- ------------------------------ Accounting
(MICHAEL J. CASTELLANO) Officer)
/s/ HERBERT M. ALLISON, JR. President, Chief Operating
- ------------------------------ Officer and Director
(HERBERT M. ALLISON, JR.)
/s/ WILLIAM O. BOURKE Director
- ------------------------------
(WILLIAM O. BOURKE)
/s/ W.H. CLARK Director
- ------------------------------
(W.H. CLARK)
II-9
<PAGE>
SIGNATURE TITLE
- ------------------------------ --------------------------
/s/ JILL K. CONWAY Director
- ------------------------------
(JILL K. CONWAY)
/s/ STEPHEN L. HAMMERMAN Director
- ------------------------------
(STEPHEN L. HAMMERMAN)
/s/ EARLE H. HARBISON, JR. Director
- ------------------------------
(EARLE H. HARBISON, JR.)
/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)
II-10
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
1(a)(i) --Form of Underwriting Agreement for Debt Exhibit 1(a)(i) to Registrant's Registration
Securities and Warrants, including forms of Terms Statement of Form S-3 (No. 333-13649).
Agreement.
1(b) --Form of Distribution Agreement, including form Exhibit 1(b) to Registrant's Registration
of Terms Agreement, relating to Medium-Term Statement on Form S-3 (No. 33-51489).
Notes, Series B (a series of Senior Debt
Securities).
4(a)(i) --Senior Indenture, dated as of April 1, 1983, as Exhibit 99(c) to Registrant's Registration
amended and restated, between the Company and The Statement on Form 8-A dated July 20, 1992.
Chase Manhattan Bank, formerly known as Chemical
Bank (successor by merger to Manufacturers
Hanover Trust Company).
4(a)(ii) --Senior Indenture, dated as of October 1, 1993, Exhibit 4 to Registrant's Current Report on Form
between the Company and The Chase Manhattan Bank 8-K dated October 7, 1993.
(successor by merger to The Chase Manhattan Bank,
N.A.)
4(a)(iii) --Form of initial Subsequent Indenture with
respect to Senior Debt Securities.
4(a)(iv) --Form of Subsequent Indenture with respect to
Senior Debt Securities.
4(b)(i) --Supplemental Indenture to the Senior Indenture Exhibit 99(c) to Registrant's Registration
dated March 15, 1990 between the Company and The Statement on Form 8-A dated July 20, 1992.
Chase Manhattan Bank, formerly known as Chemical
Bank (successor by merger to Manufacturers
Hanover Trust Company).
4(b)(ii) --Eighth Supplemental Indenture to the Senior Exhibit 4(b) to Post-Effective Amendment No. 1 to
Indenture, dated March 1, 1996, between the Registrant's Registration Statement on Form S-3
Company and The Chase Manhattan Bank, formerly (No. 33-65135).
known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company).
4(b)(iii) --Ninth Supplemental Indenture to the Senior Exhibit 4(b) to Post-Effective Amendment No. 4 to
Indenture, dated June 1, 1996, between the Registrant's Registration Statement on Form S-3
Company and The Chase Manhattan Bank, formerly (No. 33-65135).
known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company).
4(b)(iv) --Tenth Supplemental Indenture to the Senior Exhibit 4(b) to Post-Effective Amendment No. 5 to
Indenture, dated July 1, 1996, between the Registrant's Registration Statement on Form S-3
Company and The Chase Manhattan Bank, formerly (No. 33-65135).
known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company).
4(b)(v) --Supplemental Indenture to the Senior Indenture Exhibit 4(b)(ii) to Registrant's Registration
dated October 25, 1993 between the Company and Statement on Form S-3 (No. 33-61559).
The Chase Manhattan Bank (successor by merger to
The Chase Manhattan Bank, N.A.)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(c)(i) --Form of Subordinated Indenture between the Exhibit 4.7 to Registrant's Registration
Company and The Chase Manhattan Bank. Statement on Form S-3 (No. 333-16603).
4(c)(ii) --Form of Subsequent Indentures with respect to
Subordinated Debt Securities.
4(d) --Form of 7.25% Note due May 15, 1997. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 21, 1992.
4(e) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Security due August 29, 1997. 8-K dated July 30, 1992.
4(f) --Form of Stock Market Annual Reset Term Note due Exhibit 4 to Registrant's Current Report on Form
December 31, 1997. 8-K dated October 29, 1992.
4(g) --Form of 9% Note due May 1, 1998. Exhibit 4(x) to Registrant's Registration
Statement on Form S-3 (No. 33-45327).
4(h) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Security due July 31, 1998. 8-K dated January 28, 1993.
4(i) --Form of Global Telecommunications Portfolio Exhibit 4 to Registrant's Current Report on Form
Market Index Target-Term Security due October 15, 8-K dated September 13, 1993.
1998.
4(j) --Form of Global Bond Linked Security due Exhibit 4 to Registrant's Current Report on Form
December 31, 1998. 8-K dated February 22, 1993.
4(k) --Form of Currency Protected Note due December Exhibit 4 to Registrant's Current Report on Form
31, 1998. 8-K dated July 7, 1993.
4(l) --Form of 10 3/8% Note due February 1, 1999. Exhibit 4(y) to Registrant's Registration
Statement on Form S-3 (No. 33-45327).
4(m) --Form of 7 3/4% Note due March 1, 1999. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 2, 1992.
4(n) --Form of 6 3/8% Note due March 30, 1999. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 30, 1994.
4(o) --Form of Equity Participation Security with Exhibit 4(ooo) to Amendment No. 1 to Registrant's
Minimum Return Protection due June 30, 1999. Registration Statement on Form S-3 (No.
33-54218).
4(p) --Form of European Portfolio Market Index Exhibit 4 to Registrant's Current Report on Form
Target-Term Security due June 30, 1999. 8-K dated December 30, 1993.
4(q) --Form of 8 1/4% Note due November 15, 1999. Exhibit 4(cc) to Registrant's Registration
Statement on Form S-3 (No. 33-45327).
4(r) --Form of Stock Market Annual Reset Term Note due Exhibit 4 to Registrant's Current Report on Form
December 31, 1999 (Series A). 8-K dated April 29, 1993.
4(s) --Form of Japan Index Equity Participation Exhibit 4 to Registrant's Current Report on Form
Security with Minimum Return Protection due 8-K dated January 27, 1994.
January 31, 2000.
4(t) --Form of 8 3/8% Note due February 9, 2000. Exhibit 4 to Registrant's Current Report on Form
8-K dated February 9, 1995.
4(u) --Form of 6.70% Note due August 1, 2000. Exhibit 4 to Registrant's Current Report on Form
8-K dated August 1, 1995.
4(v) --Form of AMEX Oil Index Stock Market Annual Exhibit 4 to Registrant's Current Report on Form
Reset Term Note due December 29, 2000. 8-K dated March 31, 1994.
4(w) --Form of 8% Note due February 1, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated February 4, 1992.
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(x) --Form of Step-Up Note due April 30, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 30, 1992.
4(y) --Form of Step-Up Note due May 6, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 6, 1992.
4(z) --Form of 7 3/8% Note due August 17, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated August 17, 1992.
4(aa) --Form of 6.64% Note due September 19, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated September 19, 1995.
4(bb) --Form of 8.30% Note due November 1, 2002. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 4, 1992.
4(cc) --Form of 6 7/8% Note due March 1, 2003. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 1, 1993.
4(dd) --Form of 7.05% Note due April 15, 2003. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 15, 1993.
4(ee) --Form of 6 1/4% Note due January 15, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated January 20, 1994.
4(ff) --Form of 6 3/8% Note due September 8, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated September 8, 1993.
4(gg) --Form of 8% Note due June 1, 2007. Exhibit 4 to Registrant's Current Report on Form
8-K dated June 1, 1992.
4(hh) --Form of 7% Note due April 27, 2008. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 27, 1993.
4(ii) --Form of 6 1/4% Note due October 15, 2008. Exhibit 4 to Registrant's Current Report on Form
8-K dated October 15, 1993.
4(jj) --Form of 8.40% Note due November 1, 2019. Exhibit 4(z) to Registrant's Registration
Statement on Form S-3 (No. 33-35456).
4(kk) --Form of Fixed Rate Medium-Term Note (without Exhibit 4(kk) to Registrant's Registration
redemption provisions). Statement on Form S-3 (No. 33-54218).
4(ll) --Form of Fixed Rate Medium-Term Note (with Exhibit 4(ll) to Registrant's Registration
redemption provisions). Statement on Form S-3 (No. 33-54218).
4(mm) --Form of Fixed Rate Medium-Term Note (without Exhibit 4(d) to Registrant's Registration
redemption provisions, minimum denomination Statement on Form S-3 (No. 33-38879).
$1,000).
4(nn) --Form of Fixed Rate Medium-Term Note (with Exhibit 4(e) to Registrant's Registration
redemption provisions, minimum denomination Statement on Form S-3 (No. 33-38879).
$1,000).
4(oo) --Form of Fixed Rate Medium-Term Note, Series B. Exhibit 4(xiii) to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 24,
1993.
4(pp) --Form of Federal Funds Rate Medium-Term Note. Exhibit 4(oo) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(qq) --Form of Floating Rate Medium-Term Note, Series Exhibit 4(xiv) to Registrant's Quarterly Report
B. on Form 10-Q for the quarter ended September 24,
1993.
4(rr) --Form of Commercial Paper Rate Medium-Term Note. Exhibit 4(qq) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(ss) --Form of Commercial Paper Index Rate Medium-Term Exhibit 4(i) to Registrant's Registration
Note. Statement on Form S-3 (File No. 33-38879).
4(tt) --Form of Constant Maturity Treasury Rate Indexed Exhibit 4(ccc) to Registrant's Registration
Medium-Term Note, Series B. Statement on Form S-3 (No. 33-52647).
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(uu) --Form of Constant Maturity Treasury Rate Indexed Exhibit 4(xv) to Registrant's Annual Report on
Medium-Term Note II, Series B. Form 10-K for the year ended December 30, 1994.
4(vv) --Form of JPY Yield Curve Flattening Medium-Term Exhibit 4(ddd) to Registrant's Registration
Note, Series B. Statement on Form S-3 (No. 33-52647).
4(ww) --Form of LIBOR Medium-Term Note. Exhibit 4(pp) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(xx) --Form of Multi-Currency Medium-Term Note, Series Exhibit 4(fff) to Registrant's Registration
B. Statement on Form S-3 (No. 33-52647).
4(yy) --Form of Nine Month Renewable Floating Rate Exhibit 4(ix) to Registrant's Quarterly Report on
Medium-Term Note, Series B. Form 10-Q for the quarter ended September 24,
1993.
4(zz) --Form of Treasury Rate Medium-Term Note. Exhibit 4(aaa) to Registrant's Registration
Statement on Form S-3 (No. 33-54218).
4(aaa) --Form of Collared LIBOR Medium-Term Note due Exhibit 4(ww) to Registrant's Registration
February 14, 2000. Statement on Form S-3 (No. 33-54218).
4(bbb) --Form of Inverse Floating Rate Medium-Term Note Exhibit 4(vii) to Registrant's Quarterly Report
due September 15, 1998. on Form 10-Q for the quarter ended September 24,
1993.
4(ccc) --Form of Inverse Floating Rate Medium-Term Note, Exhibit 4(xii) to Registrant's Quarterly Report
Series B, due October 19, 1998. on Form 10-Q for the quarter ended September 24,
1993.
4(ddd) --Form of Japanese Yen Swap Rate Linked Exhibit 4(mmm) to Registrant's Registration
Medium-Term Note, Series B. Statement on Form S-3 (No. 33-52647).
4(eee) --Form of LIBOR Medium-Term Note due August 4, Exhibit 4(xx) to Registrant's Registration
1997. Statement on Form S-3 (No. 33-54218).
4(fff) --Form of Step-Up Medium-Term Note due May 20, Exhibit 4(ggg) to Amendment No. 1 to Registrant's
2008. Registration Statement on Form S-3 (No.
33-54218).
4(ggg) --Form of Swap Spread Linked Medium-Term Note due Exhibit 4(hhh) to Amendment No. 1 to Registrant's
May 20, 1998. Registration Statement on Form S-3 (No.
33-54218).
4(hhh) --Form of Warrant Agreement, including form of Exhibit 4(aa) to Registrant's Registration
Warrant Certificate. Statement on Form S-3 (No. 33-35456).
4(iii) --Form of Currency [Put/Call] Warrant Agreement, Exhibit 4 to Registrant's Registration Statement
including form of Global Currency Warrant on Form S-3 (No. 33-17965).
Certificate.
4(jjj) --Form of Currency Put Warrant Agreement, Exhibit 4 to Registrant's Current Report on Form
including form of Global Currency Warrant 8-K dated May 23, 1995.
Certificate, relating to Greater of U.S.
Dollar/Deutsche Mark-- U.S. Dollar/Japanese Yen
Put Currency Warrants, Expiring May 15, 1997.
4(kkk) --Form of Index Warrant Agreement, including form Exhibit 4(kkk) to Amendment No. 1 to Registrant's
of Global Index Warrant Certificate. Registration Statement on Form S-3 (No.
33-54218).
4(lll) --Form of Index Warrant Trust Indenture, Exhibit 4(lll) to Amendment No. 1 to Registrant's
including form of Global Index Warrant Registration Statement on Form S-3 (No.
Certificate. 33-54218).
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
4(mmm) --Form of Warrant Agreement, including form of Exhibit 4 to Registrant's Current Report on Form
Global Warrant Certificate, relating to Russell 8-K dated November 27, 1995.
2000 Index Call Warrants Expiring November 17,
1998.
4(nnn) --Form of 6 1/2% Note due April 1, 2001. Exhibit 4 to Registrant's Current Report on Form
8-K dated April 1, 1996.
4(ooo) --Form of 6% Note due January 15, 2001. Exhibit 4 to Registrant's Current Report on Form
8-K dated January 17, 1996.
4(ppp) --Form of 6% Note due March 1, 2001. Exhibit 4 to Registrant's Current Report on Form
8-K dated February 29, 1996.
4(qqq) --Form of 7% Note due March 15, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated March 18, 1996.
4(rrr) --Form of 7 3/8% Note due May 15, 2006. Exhibit 4 to Registrant's Current Report on Form
8-K dated May 15, 1996.
4(sss) --Form of 6% STRYPES Due June 1, 1999. Exhibit 4(c) to Registrant's Form 8-K/A dated
June 7, 1996.
4(ttt) --Form of 7 1/4% STRYPES Due June 15, 1999. Exhibit 4(c) to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement on Form
S-3 (33-65135).
4(uuu) --Form of 6 1/4% STRYPES Due July 1, 2001. Exhibit 4(c) to Registrant's Current Report on
Form 8-K dated July 9, 1996.
4(vvv) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Security due May 10, 2001. 8-K dated May 13, 1996.
4(www) --Form of AMEX Hong Kong 30 Index Equity Exhibit 4 to Registrant's Current Report on Form
Participation Note due February 16, 1999. 8-K dated February 7, 1996.
4(xxx) --Form of Technology Market Index Target-Term Exhibit 4(a) to Registrant's Current Report on
Securities due August 15, 2001. Form 8-K dated August 12, 1996.
4(yyy) --Form of Top Ten Yield Market Index Target-Term Exhibit 4(b) to Registrant's Current Report on
Securities due August 15, 2006. Form 8-K dated August 12, 1996.
4(zzz) --Form of Healthcare/Biotechnology Portfolio Exhibit 4 to Registrant's Current Report on Form
Market Index Target-Term Securities due October 8-K dated October 30, 1996.
31, 2001.
4(aaaa) --Form of 7% Note due January 15, 2007. Exhibit 4 to Registrant's Current Report on Form
8-K dated January 13, 1997.
4(bbbb) --Form of S&P 500 Market Index Target-Term Exhibit 4 to Registrant's Current Report on Form
Securities due September 16, 2002. 8-K dated March 14, 1997.
5 --Opinion of Brown & Wood LLP.
12 --Computation of Ratio of Earnings to Fixed Exhibit 12 to Registrant's Annual Report on Form
Charges. 10-K for the year ended December 27, 1996
23(a) --Consent of Brown & Wood LLP (included as part
of Exhibit 5).
23(b) --Consent of Deloitte & Touche LLP.
24 --Power of Attorney (included on page II-9).
25(a) --Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 of The Chase
Manhattan Bank.
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION BY REFERENCE
NUMBER DESCRIPTION TO FILINGS INDICATED
- ----------- ------------------------------------------------- -------------------------------------------------
<S> <C> <C>
99(a) --Opinion of Deloitte & Touche LLP with respect
to certain financial data appearing in the
Registration Statement.
99(b) --Opinion of Deloitte & Touche LLP with respect Exhibit 99(ii) to Registrant's Current Report on
to certain summary financial information and Form 8-K dated March 14, 1997.
selected financial data incorporated by reference
in the Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 4(a)(iii)
The form of initial Subsequent Indentures, if any, with respect to Senior
Debt Securities will be substantially the same as the Indenture, dated as of
October 1, 1993, between the Company and The Chase Manhattan Bank (successor by
merger to The Chase Manhattan Bank, N.A.) contained as Exhibit 4(a)(ii) to the
Registration Statement except that the name of any Subsequent Trustee with
respect to any Subsequent Indenture will be inserted and any Subsequent
Indenture will be dated as of a current date.
<PAGE>
EXHIBIT 4(a)(iv)
Any Subsequent Indentures with respect to Senior Debt Securities entered
into subsequent to the Subsequent Indenture described in Exhibit 4(a)(iii) will
be substantially the same as the Indenture, dated as of October 1, 1993, between
the Company and The Chase Manhattan Bank (successor by merger to The Chase
Manhattan Bank, N.A.) contained as Exhibit 4(a)(ii) to the Registration
Statement except that the name of any Subsequent Trustee with respect to any
Subsequent Indenture will be inserted and any Subsequent Indenture will be dated
as of a current date.
<PAGE>
EXHIBIT 4(c)(ii)
The form of initial Subsequent Indenture, if any, with respect to
Subordinated Debt Securities will be substantially the same as the Indenture
between the Company and The Chase Manhattan Bank contained as Exhibit 4(c)(i) to
the Registration Statement except that the name of any Subsequent Trustee with
respect to any Subsequent Indenture will be inserted and any Subsequent
Indenture will be dated as of a current date.
<PAGE>
Exhibit 5
April 15, 1997
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1334
Gentlemen:
We have acted as your counsel and are familiar with the corporate
proceedings had in connection with the proposed issuance and sale by Merrill
Lynch & Co., Inc. (the "Company") of up to $3,000,000,000 aggregate principal
amount of its senior debt securities, including Structured Yield Product
Exchangeable for Stock, (the "Senior Debt Securities") and/or subordinated debt
securities (the "Subordinated Debt Securities", and together with the Senior
Debt Securities, the "Debt Securities"); and/or warrants to purchase Debt
Securities (the "Debt Warrants"); and/or warrants entitling the holders thereof
to receive from the Company a payment or delivery determined by reference to
decreases or increases in the level of an index or portfolio based on one or
more equity or debt securities, any statistical measure of economic or financial
performance, the price or value of any commodity or any combination thereof
("Index Warrants"); and/or warrants to receive from the Company the cash value
in U.S. dollars of the right to purchase or to sell foreign currencies or units
of two or more foreign currencies as may be designated by the Company at the
time of offering ("Currency Warrants").
We have examined such documents and records as we deemed appropriate,
including the following:
(a) a copy of the Restated Certificate of Incorporation of the Company,
certified by the Secretary of State of the State of Delaware;
(b) copies of the Company's Registration Statement on Form S-3 relating to
the Securities (as defined below) (the "Registration Statement");
(c) a copy of the indenture with respect to the Senior Debt Securities
between the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank, successor by merger to Manufacturers Hanover Trust
Company), as trustee, dated April 1, 1983, as amended and restated
(the "1983 Senior Indenture"), in the form executed by the Company and
The Chase Manhattan Bank;
<PAGE>
(d) a copy of the indenture with respect to the Senior Debt Securities
between the Company and The Chase Manhattan Bank (successor by merger
to The Chase Manhattan Bank, N.A.), as trustee, dated October 1, 1993
(the "1993 Senior Indenture"), in the form executed by the Company and
The Chase Manhattan Bank;
(e) a copy of the supplemental indenture with respect to the Senior Debt
Securities between the Company and The Chase Manhattan Bank, as
successor trustee, dated October 25, 1993 (the "1993 Supplemental
Indenture") in the form executed by the Company and The Chase
Manhattan Bank;
(f) a copy of the indenture with respect to the Subordinated Debt
Securities between the Company and The Chase Manhattan Bank, as
trustee, dated December 17, 1996 (the "Subordinated Indenture"), in
the form executed by the Company and The Chase Manhattan Bank;
(g) a copy of the form of indenture with respect to Index Warrants which
are to be issued with a minimum value payable upon expiration (a
"Minimum Expiration Value") (including a form of global index warrant
certificate) (the "Index Warrant Indenture") in the form filed or
incorporated by reference as an exhibit to the Registration Statement;
(h) a copy of the form of warrant agreement with respect to Index Warrants
other than Index Warrants which are to be issued with a Minimum
Expiration Value (including a form of global index warrant
certificate) (the "Index Warrant Agreement") in the form filed or
incorporated by reference as an exhibit to the Registration Statement;
(i) a copy of the form of warrant agreement with respect to the Debt
Warrants (including a form of global debt warrant certificate) (the
"Debt Warrant Agreement") in the form filed or incorporated by
reference as an exhibit to the Registration Statement; and
(j) a copy of the form of warrant agreement with respect to the Currency
Warrants (including a form of global currency warrant certificate)
(the "Currency Warrant Agreement") in the form filed or incorporated
by reference as an exhibit to the Registration Statement.
The Debt Warrants, Index Warrants and Currency Warrants are hereinafter
collectively referred to as the "Warrants". The Warrants and the Debt
Securities are hereinafter collectively referred to as the "Securities". The
"1983 Senior Indenture" shall mean such indenture as amended by the Trust
Indenture Reform Act of 1990. The 1983 Senior Indenture, 1993 Senior Indenture
and the
2
<PAGE>
1993 Senior Indenture as supplemented by the 1993 Supplemental Indenture are
hereinafter collectively referred to as the "Senior Indentures". The Senior
Indentures, Subordinated Indenture and Index Warrant Indenture, including any
supplemental indenture thereto, are hereinafter collectively referred to as the
"Indentures". The Debt Warrant Agreement, Currency Warrant Agreement and Index
Warrant Agreement are hereinafter collectively referred to as the "Warrant
Agreements".
Based upon the foregoing and upon such further investigation as we deem
relevant in the premises, we are of the opinion:
1. The Company has been duly incorporated under the laws of the State of
Delaware.
2. The Senior Indentures and the Subordinated Indenture have each been
duly and validly authorized, executed and delivered by the Company and, as
amended by the Trust Indenture Reform Act of 1990, constitute valid and binding
agreements of the Company, enforceable in accordance with their respective
terms.
3. When appropriate corporate action has been taken to authorize the
Company to execute and deliver any applicable Index Warrant Indenture,
supplemental indenture or Warrant Agreement, to fix the terms of one or more
issues of Securities under an Indenture or Warrant Agreement and to authorize
their issue, and such Indenture or Warrant Agreement shall have been duly
executed and delivered by the Company and the trustee or warrant agent, and when
the Securities with terms so fixed shall have been duly authenticated or
countersigned by the trustee or warrant agent, as the case may be, and duly
issued under the respective Indenture or Warrant Agreement in accordance with
such corporate action, such Indentures and/or Warrant Agreements and such
Securities will constitute valid and binding agreements of the Company,
enforceable in accordance with their terms.
With respect to enforcement, the above opinions are qualified to the extent
that enforcement of the Indentures, Warrant Agreements or Securities may be
limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general equity
principles, and further to the extent that enforcement of any Securities
denominated in other than United States dollars may be limited by requirements
that a claim (or foreign currency judgment in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law. We have further assumed with respect to
enforcement that, when fixed, the terms of the Securities will comply with all
applicable "bucket shop" or similar state laws, or have the availability of
federal preemption therefrom.
3
<PAGE>
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
4
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Merrill Lynch & Co., Inc. and subsidiaries (the "Company") on Form S-3 of our
reports dated February 24, 1997, appearing in and incorporated by reference in
the Annual Report on Form 10-K of the Company for the year ended December 27,
1996 and to the reference to us under the heading "Experts" in the
Prospectuses, which is a part of this Registration Statement. We also consent
to the inclusion as Exhibit 99(a) to this Registration Statement of our report
dated February 24, 1997 relating to information under the caption "Summary
Financial Information", for each of the five years in the period ended
December 27, 1996, appearing in the prospectus relating to Debt Securities and
Warrants and the prospectus relating to STRYPES, both of which are a part of
this Registration Statement. We also consent to the incorporation by reference
as Exhibit 99(b) to this Registration Statement of our report dated
February 24, 1997 relating to the Selected Financial Data under the captions
"Operating Results", "Financial Position" and "Common Share Data" appearing
on page 24 of the Company's 1996 Annual Report to Stockholders.
/s/ Deloitte & Touche LLP
New York, New York
April 15, 1997
<PAGE>
Exhibit 25(a)
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
MERRILL LYNCH & CO., INC.
(Exact name of obligor as specified in its charter)
NEW YORK 13-2740599
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
WORLD FINANCIAL CENTER
NORTHTOWER
NEW YORK, N.Y. 10281-1334
(Address of principal executive offices) (Zip Code)
_____________________________________________
DEBT SECURITIES
(Title of the indenture securities)
_____________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 14TH day of APRIL, 1997.
THE CHASE MANHATTAN BANK
By /s/ Glenn G. McKeever
-----------------------
Glenn G. McKeever
Senior Trust Officer
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................ $ 11,509
Interest-bearing balances ........................ 8,457
Securities: ..........................................
Held to maturity securities............................ 3,128
Available for sale securities.......................... 40,534
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................... 9,222
Securities purchased under agreements to resell .. 422
Loans and lease financing receivables:
Loans and leases, net of unearned income $133,935
Less: Allowance for loan and lease losses 2,789
Less: Allocated transfer risk reserve ... 16
---------
Loans and leases, net of unearned income,
allowance, and reserve ........................... 131,130
Trading Assets ........................................ 49,876
Premises and fixed assets (including capitalized
leases)........................................... 2,877
Other real estate owned ............................... 290
Investments in unconsolidated subsidiaries and
associated companies.............................. 124
Customer's liability to this bank on acceptances
outstanding ...................................... 2,313
Intangible assets ..................................... 1,316
Other assets .......................................... 11,231
---------
TOTAL ASSETS .......................................... $272,429
=========
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<PAGE>
LIABILITIES
Deposits
In domestic offices .............................. $87,006
Noninterest-bearing .........................$35,783
Interest-bearing ............................ 51,223
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ........................................ 73,206
Noninterest-bearing ..............................$ 4,347
Interest-bearing ............................ 68,859
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased .......................... 14,980
Securities sold under agreements to repurchase ... 10,125
Demand notes issued to the U.S. Treasury .............. 1,867
Trading liabilities ................................... 34,783
Other Borrowed money:
With a remaining maturity of one year or less .... 14,639
With a remaining maturity of more than one year .. 425
Mortgage indebtedness and obligations under capitalized
leases ........................................... 40
Bank's liability on acceptances executed and outstanding 2,267
Subordinated notes and debentures ..................... 5,471
Other liabilities ..................................... 11,343
TOTAL LIABILITIES ..................................... 256,152
--------
Limited-Life Preferred stock and related surplus....... 550
EQUITY CAPITAL
Common stock ........................................... 1,251
Surplus ................................................ 10,243
Undivided profits and capital reserves ................. 4,526
Net unrealized holding gains (Losses)
on available-for-sale securities ....................... (309)
Cumulative foreign currency translation adjustments .... 16
TOTAL EQUITY CAPITAL ................................... 15,727
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $272,429
==========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
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Exhibit 99(a)
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Merrill Lynch & Co., Inc.:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Merrill Lynch & Co., Inc. and subsidiaries
(the "Company") as of December 27, 1996 and December 29, 1995 and for each of
the three years in the period ended December 27, 1996 and have issued our
report thereon dated February 24, 1997. Such consolidated financial statements
and our report thereon are incorporated by reference in the Company's 1996
Annual Report on Form 10-K, which is incorporated herein by reference.
We have also previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of the Company as of December 30,
1994, December 31, 1993 and December 25, 1992 and the related statements of
consolidated earnings, changes in consolidated stockholders' equity and
consolidated cash flows for the years ended December 31, 1993 and December 25,
1992 (none of which are presented or incorporated by reference herein); and we
expressed unqualified opinions on those consolidated financial statements. In
our opinion, the information set forth in the table under the caption Summary
Financial Information for each of the five years in the period ended December
27, 1996, appearing on page 4 of the prospectus relating to Debt Securities and
Warrants and page 4 of the prospectus relating to STRYPES, both of which are a
part of this Registration Statement of the Company on Form S-3, is fairly
stated in all material respects in relation to the consolidated financial
statements from which it has been derived.
/s/ Deloitte & Touche LLP
New York, New York
February 24, 1997
