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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<TABLE>
<S> <C> <C>
MERRILL LYNCH & MERRILL LYNCH MERRILL LYNCH
CO., INC. PREFERRED PREFERRED CAPITAL
(Exact name of registrant FUNDING IV, L.P. TRUST IV
as specified in its charter) (Exact name of registrant (Exact name of registrant
DELAWARE as specified in its as specified in its
(State or other jurisdiction certificate of limited certificate of trust)
of incorporation or partnership) DELAWARE
organization) DELAWARE (State or other jurisdiction
13-2740599 (State or other jurisdiction of incorporation or
(I.R.S. employer of incorporation or organization)
identification number) organization) 13-7139562
13-3982446 (I.R.S. employer
(I.R.S. employer identification number)
identification number)
</TABLE>
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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 debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box. [ ]
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
------------------- ------------------------------
Trust Originated Preferred Securities of New York Stock Exchange, Inc.
Merrill Lynch Preferred Capital Trust IV
(and the Guarantee with respect thereto)
Partnership Preferred Securities of New York Stock Exchange, Inc.
Merrill Lynch Preferred Funding IV, L.P.
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consist of (i)
the 7.12% Trust Originated Preferred SecuritiesSM (the "TOPrSSM" or "Trust
Preferred Securities"), representing undivided beneficial ownership
interests in the assets of Merrill Lynch Preferred Capital Trust IV, a
statutory business trust formed under the laws of the State of Delaware
(the "Trust"), together with the Trust Preferred Securities Guarantee by
Merrill Lynch & Co., Inc., a Delaware corporation, in favor of the holders
of the Trust Preferred Securities, and (ii) the 7.12% Partnership Preferred
Securities (the "Partnership Preferred Securities"), representing limited
partner interests of Merrill Lynch Preferred Funding IV, 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 (i)
the Registration Statement on Form S-3 (Registration No. 333-42859) filed
with the Securities and Exchange Commission (the "Commission") on December
19, 1997 under the Securities Act of 1933, as amended (the "Act"),
Amendment No. 1 thereto filed with the Commission on January 5, 1998 and
Amendment No. 2 thereto filed with the Commission on January 9, 1998 (such
Registration Statement, as so amended, being hereinafter referred to as the
"First Registration Statement") and (ii) the registration statement on Form
S-3 (File No. 333-44173) filed with the Commission on January 13, 1998 and
Amendment No. 1 thereto filed with the Commission on January 28, 1998 (such
registration statement, as so amended, together with the First Registration
Statement, being hereinafter referred to as the "Registration Statements"),
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 Statements, 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 2EXHIBITS.
2.1 Form of Certificate of Trust dated December 19, 1997 of Merrill
Lynch Preferred Capital Trust IV (incorporated by reference to
Exhibit 4.1 to the First Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of Merrill
Lynch Preferred Capital Trust IV (incorporated by reference to
Exhibit 4.2 to the First Registration Statement).
2.3 Form of Certificate of Limited Partnership dated as of December 19,
1997 of Merrill Lynch Preferred Funding IV, L.P. (incorporated
by reference to Exhibit 4.3 to the First Registration Statement).
2.4 Form of Amended and Restated Limited Partnership Agreement of
Merrill Lynch Preferred Funding IV, L.P. (incorporated by
reference to Exhibit 4.4 to the First Registration Statement).
2.5 Form of Trust Preferred Securities Guarantee Agreement between
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as
guarantee trustee (incorporated by reference to Exhibit 4.5 to
the First Registration Statement).
2.6 Form of Partnership Preferred Securities Guarantee Agreement by
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as
guarantee trustee (incorporated by reference to Exhibit 4.6 to
the First Registration Statement).
2.7 Form of Subordinated Debenture Indenture between Merrill Lynch
& Co., Inc. and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4.7 to the First
Registration Statement).
2.8 Form of Affiliate Debenture Guarantee Agreement between Merrill
Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee
trustee (incorporated by reference to Exhibit 4.8 to the
First Registration Statement).
2.9 Form of Trust Preferred Security (included in Exhibit 2.2 above).
2.10 Form of Partnership Preferred Security (included in Exhibit 2.4
above).
2.11 Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.11 to the First Registration Statement).
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 IV
Dated: June 17, 1998
By: /s/ Theresa Lang
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Name: Theresa Lang
Title: Regular Trustee
MERRILL LYNCH PREFERRED
FUNDING IV, L.P.
By: MERRILL LYNCH & CO., INC.,
as General Partner
By: /s/ Theresa Lang
--------------------------------
Name: Theresa Lang
Title: Senior Vice President and
Treasurer
MERRILL LYNCH & CO., INC.
By: /s/ Theresa Lang
--------------------------------
Name: Theresa Lang
Title: Senior Vice President and
Treasurer
