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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C> <C>
MERRILL LYNCH & MERRILL LYNCH MERRILL LYNCH
CO., INC. PREFERRED FUNDING PREFERRED CAPITAL
(Exact name of registrant V, L.P. TRUST V
as specified in its charter) (Exact name of registrant (Exact name of registrant
DELAWARE as specified in its certifi- as specified in its certifi-
(State or other jurisdiction cate of limited partner- cate of trust)
of incorporation or organi- ship) DELAWARE
zation) DELAWARE (State or other jurisdiction
13-2740599 (State or other jurisdiction of incorporation or orga-
(I.R.S. employer identifi- of incorporation or orga- nization)
cation number) nization) 13-7140866
13-3983474 (I.R.S. employer identifi-
(I.R.S. employer identifi- cation number)
cation number)
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World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices, including zip code)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to section 12 pursuant to Section 12 (g) of the
(b) of the Exchange Act and is Exchange Act and is effective
effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check the A.(d), please check the following box.
following box.[X] [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Trust Originated Preferred Securities of New York Stock Exchange, Inc.
Merrill Lynch Preferred Capital Trust V
(and the Guarantee with respect thereto)
Partnership Preferred Securities of Merrill New York Stock Exchange, Inc.
Lynch Preferred Funding V, L.P.
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consist of (i) the
% Trust Originated Preferred SecuritiesSM (the "TOPrSSM" or "Trust Preferred
Securities"), representing undivided beneficial ownership interests in the
assets of Merrill Lynch Preferred Capital Trust V, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), together with the
Trust Preferred Securities Guarantee by Merrill Lynch & Co., Inc., a Delaware
corporation, in favor of the holders of the Trust Preferred Securities, and (ii)
the % Partnership Preferred Securities (the "Partnership Preferred
Securities"), representing limited partner interests of Merrill Lynch Preferred
Funding V, L.P., a Delaware limited partnership (the "Partnership"), together
with the Partnership Preferred Securities Guarantee by Merrill Lynch & Co.,
Inc., a Delaware corporation, in favor of the holders of the Partnership
Preferred Securities.
For a description of the Trust Preferred Securities, reference is made to
the information set forth under the headings "Description of the Trust Preferred
Securities" and "Description of the Trust Guarantee" in the Registration
Statement on Form S-3 (Registration No. 333-59997) filed with the Securities and
Exchange Commission (the "Commission") on July 28, 1998 (the "Registration
Statement"), which description is incorporated herein by reference. For a
description of the Partnership Preferred Securities, reference is made to the
information set forth under the headings "Description of the Partnership
Preferred Securities" and "Description of the Partnership Guarantee" in the
Registration Statement, which descriptions are incorporated herein by reference.
Definitive copies of the prospectus describing the terms of the Trust Preferred
Securities and Partnership Preferred Securities will be filed pursuant to Rule
424(b) under the Act and shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Form of Certificate of Trust dated January 8, 1998 of Merrill Lynch
Preferred Capital Trust V (incorporated by reference to Exhibit
4(ssss) to the Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of Merrill Lynch
Preferred Capital Trust V (incorporated by reference to Exhibit
4(tttt) to the Registration Statement).
2.3 Form of Certificate of Limited Partnership dated as of January 8, 1998
of Merrill Lynch Preferred Funding V, L.P. (incorporated by reference
to Exhibit 4(uuuu) to the Registration Statement).
2.4 Form of Amended and Restated Limited Partnership Agreement of Merrill
Lynch Preferred Funding V, L.P. (incorporated by reference to Exhibit
4(vvvv) to the Registration Statement).
2.5 Form of Trust Preferred Securities Guarantee Agreement between Merrill
Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee trustee
(incorporated by reference to Exhibit 4(wwww) to the Registration
Statement).
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2.6 Form of Partnership Preferred Securities Guarantee Agreement by
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee
trustee (incorporated by reference to Exhibit 4(xxxx) to the
Registration Statement).
2.7 Form of Subordinated Debenture Indenture between Merrill Lynch & Co.,
Inc. and The Chase Manhattan Bank, as trustee (incorporated by
reference to Exhibit 4(yyyy) to the Registration Statement).
2.8 Form of Affiliate Debenture Guarantee Agreement between Merrill Lynch
& Co., Inc. and The Chase Manhattan Bank, as guarantee trustee
(incorporated by reference to Exhibit 4(zzzz) to the Registration
Statement).
2.9 Form of Trust Preferred Security (included in Exhibit 2.2 above).
2.10 Form of Partnership Preferred Security (included in Exhibit 2.4
above).
2.11 Form of Subordinated Debenture (incorporated by reference to Exhibit
4(aaaaa) to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MERRILL LYNCH PREFERRED CAPITAL TRUST V
Dated: October 27, 1998
By: /s/ Theresa Lang
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Name: Theresa Lang
Title: Regular Trustee
MERRILL LYNCH PREFERRED FUNDING V, L.P.
By: MERRILL LYNCH & CO., INC.,
as General Partner
By: /s/ Theresa Lang
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Name: Theresa Lang
Title: Senior Vice President
and Treasurer
MERRILL LYNCH & CO., INC.,
By: /s/ Theresa Lang
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Name: Theresa Lang
Title: Senior Vice President
and Treasurer
