SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MERRILL LYNCH & CO., INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-2740599
(State of Incorporation or Organization) (I.R.S. Employee Identification No.)
WORLD FINANCIAL CENTER 10281-1332
NORTH TOWER (Zip Code)
250 VESEY STREET
NEW YORK, NEW YORK
(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |_|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: ______________ (if applicable).
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS TO BE SO NAME OF EXCHANGE ON WHICH
REGISTERED EACH CLASS IS TO BE REGISTERED
Rights to Purchase Series A Junior New York Stock Exchange; Chicago Stock
Preferred Stock Exchange; The Pacific Stock Exchange; The
Paris Stock Exchange; London Stock
Exchange and The Tokyo Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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2
Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc.
(the "Registrant") on December 21, 1987 (the "Original Form 8-A") relating to
the rights distributed to the stockholders of the Registrant (the "Rights") in
connection with the Rights Agreement dated as of December 16, 1987 (the
"Original Rights Agreement") between the Registrant and Manufacturers Hanover
Trust Company. The Original Form 8-A is hereby incorporated by reference herein.
On December 2, 1997, the Board of Directors of the Registrant (the
"Board") approved and adopted the Amended and Restated Rights Agreement dated
December 2, 1997 (the "Amended Rights Agreement") between the Registrant and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, as rights agent.
A new amended and restated plan was adopted in the normal course of
updating and extending the predecessor stockholder rights plan, which was
adopted in December of 1987 and is scheduled to expire on December 16, 1997, and
not in response to any acquisition proposal.
In the Amended Rights Agreement, the Registrant has extended the
expiration date of its rights plan to December 2, 2007, and has amended it to
reflect prevailing shareholder rights plan terms. These amendments include: (i)
the threshold beneficial ownership level of the common stock, par value $1.33
1/3, of the Company (the "Common Stock") that triggers the "flip-in" feature of
the Rights has been lowered from 25% to 15%; (ii) the threshold beneficial
ownership level of Common Stock that triggers the "flip-over" feature of the
Rights has been lowered from 20% to 15%; (iii) the threshold beneficial
ownership level of Common Stock that triggers the exercisability of the Rights
has been lowered from 25% to 15%; and (iv) the threshold beneficial ownership
level of Common Stock sought in a commenced or in an announced tender or
exchange offer that triggers the exercisability of the Rights has been lowered
from 30% to 15%.
A copy of the Amended Rights Agreement is attached hereto as Exhibit 1
and is incorporated herein by reference. The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 2. Exhibit.
1. Form of Amended and Restated Rights Agreement dated as of December
2, 1997 between the Registrant and ChaseMellon Shareholder
Services, L.L.C., a New Jersey limited liability company, as rights
agent (incorporated by reference to Exhibit 4 to the Current Report
on Form 8-K filed by the Registrant with the Securities and
Exchange Commission on December 2, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MERRILL LYNCH & CO., INC.
By: /s/ Gregory T. Russo
-----------------------------------
Name: Gregory T. Russo
Title: Secretary
Date: December 3, 1997
