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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
Merrill Lynch & Co., Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-2740599
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(State of Incorporation or Organization) (IRS employer identification no.)
World Financial Center 10281
North Tower ----------
250 Vesey Street (Zip Code)
New York, New York
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(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS TO BE SO NAME OF EACH EXCHANGE ON WHICH EACH
REGISTERED CLASS IS TO BE REGISTERED
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Medium-Term Notes, Series B, American Stock Exchange
Stock Linked Notes due
November 28, 2003
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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. [X]
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:
333-44173 (if applicable).
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the general terms and provisions of the Medium-Term Notes,
Series B, Stock Linked Notes due November 28, 2003 to be issued by Merrill Lynch
& Co., Inc. set forth in the Pricing Supplement dated May 27, 1998, attached
hereto as Exhibit 99(a), and the Prospectus Supplement dated March 12, 1998 and
Prospectus dated January 29, 1998, attached hereto as Exhibit 99(b), are hereby
incorporated by reference.
ITEM 2. EXHIBITS.
99(a) Pricing Supplement dated May 27, 1998 (incorporated herein by
reference to the Registrant's filing pursuant to Rule 424(b)).
99(b) Prospectus Supplement dated March 12, 1998 and Prospectus dated
January 29, 1998.*
99(c) Form of Note.
99(d) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank dated as of October 1, 1993.*
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-3 (File No. 333-44173).
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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 Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
By: /s/ Andrea L. Dulberg
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Andrea L. Dulberg
Secretary
May 28, 1998
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INDEX TO EXHIBITS
Exhibit No. Page No.
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99(a) Pricing Supplement dated May 27, 1998 (incorporated herein by
reference to the Registrant's filing pursuant to Rule 424(b)).
99(b) Prospectus Supplement dated March 12, 1998 and Prospectus dated
January 29, 1998.*
99(c) Form of Note.
99(d) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank dated as of October 1, 1993.*
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-3 (File No. 333-44173).
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Exhibit 99(c)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. CUSIP No. 59018S J21 $10,000,000
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
Stock Linked Notes due November 28, 2003
(Linked to the performance of Telebras Receipt)
MERRILL LYNCH & CO., INC., a Delaware corporation (hereinafter referred to
as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of TEN MILLION DOLLARS
($10,000,000) (the "Principal Amount") plus the Supplemental Redemption Amount,
as defined below, on November 28, 2003 (the "Stated Maturity").
Payment of the Principal Amount and the Supplemental Redemption Amount, if
any, with respect to this Note shall be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
SUPPLEMENTAL REDEMPTION AMOUNT
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The "Supplemental Redemption Amount" with respect to this Note equals:
(Ending Value - Starting Value)
Principal Amount X (-----------------------------)
( Starting Value )
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero, and provided, further, that if the Calculation Agent determines
that the Ending Value is greater than the Cap Value, the Supplemental Redemption
Amount with respect to this Note will equal:
(Cap Value - Starting Value)
Principal Amount X (--------------------------)
( Starting Value )
The "Starting Value" equals $111.4375. The "Cap Value" equals $222.8750.
The "Ending Value" will be determined by Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Calculation Agent", which term includes any successor
thereto) and will equal the Reorganization Event Value (as defined below under
"Dilution and Reorganization Adjustments") with respect to a Reorganization
Event, if any, plus the value of the Reference Property (as defined below)
determined as follows: (A) for any portion of the Reference Property consisting
of cash, the U.S. Dollar Equivalent (as defined herein) of such cash plus
interest on such amount accruing from the date of the payment of such cash to
holders of the relevant Reference Property for which such cash was paid until
the stated maturity date at a fixed interest rate determined on the date of such
payment equal to the interest rate that would be paid on a fixed rate senior
non-callable debt security of the Company with a term equal to the remaining
term for the Notes as determined by the Calculation Agent; (B) for any portion
of the Reference Property consisting of property other than cash or Reference
Securities, the U.S. Dollar Equivalent of the market value of such property on
the date that such property was delivered to holders of the relevant Reference
Property for which such property was distributed plus interest on such U.S.
dollar amount accruing from the date of such delivery until the stated maturity
date at a fixed interest rate determined as described in (A) above; and (C) for
any portion of the Reference Property consisting of Reference Securities, the
average (arithmetic mean) of the Closing Prices of each such Reference Security
determined on each of the first five Calculation Days during the Calculation
Period. If there are fewer than five Calculation Days in the Calculation Period
with respect to any such Reference Security, then the Ending Value shall be
calculated using the average (arithmetic mean) of the Closing Prices of such
Reference Security on such Calculation Days, and if there is only one
Calculation Day, then the Ending Value shall be calculated using the Closing
Price of such Reference Security on such Calculation Day. If no Calculation Days
occur during the Calculation Period with respect to such Reference Security,
then the Ending Value shall be calculated using the Closing Price of such
Reference Security determined on the last scheduled Calculation Day in the
Calculation Period, regardless of the occurrence of a Market Disruption Event on
such day.
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"Reference Property" initially shall mean one unit of the American
Depositary Receipt ("ADR") representing the common stock of Telecomunicacoes
Brasileiras S.A.-Telebras ("Telebras") (such ADR, the "Telebras Receipt"), and
shall be subject to adjustment from time to time to reflect the addition,
substitution or distribution of cash, securities and/or other property resulting
from the application of the adjustment provisions described below under
"Dilution and Reorganization Adjustments".
"U.S. Dollar Equivalent" shall mean, with respect to cash not denominated
in U.S. dollars, such cash amount multiplied by the Spot Rate (defined below)
for the currency in which such cash is denominated at approximately the date of
payment or date of valuation of such cash.
The "Calculation Period" means the period from and including the seventh
scheduled Calculation Day prior to the Stated Maturity to and including the
second scheduled Calculation Day prior to the Stated Maturity.
"Calculation Day" means any Trading Day during the Calculation Period on
which a Market Disruption Event has not occurred.
"Trading Day" is a day on which the American Stock Exchange (the "AMEX"),
the New York Stock Exchange (the "NYSE") and the National Association of
Securities Dealers, Inc. National Market System (the "NASDAQ NMS") are open for
trading.
"Closing Price" with respect to a Reference Security means, for a
Calculation Day the following:
(a) If such Reference Security is listed on a national securities exchange in
the United States, is a 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"), Closing 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, as amended (the "Exchange Act"), on which such Reference
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" shall include
any successor service thereto.
(b) If such Reference 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, Closing Price means the last reported
sale price on
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such day on the securities exchange on which such Reference 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
Closing Price shall mean the average (mean) of the last available bid and
offer price on such exchange. If such Reference 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 Closing Price
shall mean the last reported sale price for a transaction which occurred
more than four hours prior to when trading in such over-the-counter market
typically ends, then the Closing 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 Reference 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 by a recognized reporting service for such spot rate, provided
that if the Calculation Agent shall determine that such reported rate is
not indicative of actual rates of exchange that may be obtained in the
currency exchange rate market, then the Spot Rate shall 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 at which the Calculation Agent is able to convert such
currency into U.S. dollars.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law to close and that is a trading day on the NYSE
and 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 Notes.
MARKET DISRUPTION EVENT
"Market Disruption Event" means, with respect to a Reference Security, the
occurrence or existence on any Business Day during the one-half hour period that
ends when the Closing Price is determined, of any suspension of, or limitation
imposed on, trading in such Reference Security, on the NYSE (or other market or
exchange, if applicable).
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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.
DILUTION AND REORGANIZATION ADJUSTMENTS
The Reference Property is subject to adjustment if an issuer of any
Reference Security (or the custodian in the case of Reference Security that is
an ADR) shall: (i) pay a stock dividend or make a distribution with respect to
such Reference Security in Reference Securities; (ii) subdivide or split the
outstanding units of such Reference Security into a greater number of units;
(iii) combine the outstanding units of such Reference Security into a smaller
number of units; (iv) issue by reclassification of units of such Reference
Security any units of another security of such issuer; (v) issue rights or
warrants to all holders of such Reference Security entitling them to subscribe
for or purchase shares, in the aggregate, for more than 5% of the number of such
Reference Securities outstanding prior to the issuance of such rights or
warrants at a price per share less than the then current market price of such
Reference Security (other than rights to purchase such Reference Security
pursuant to a plan for the reinvestment of dividends or interest); or (vi) pay a
dividend or make a distribution to all holders of such Reference Security 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
such Reference Security 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 assets are referred to as the "Distributed Assets" and any of the
foregoing events are referred to as the "Dilution Events"). Notwithstanding
provision (vi) in the foregoing sentence, if a Reference Security is an ADR and
the holder of such ADR would receive cash or other property other than
securities in the circumstances described in (vi) above, but the holder of the
securities underlying such ADR could receive securities as a result of a
Dilution Event (the "Distributed Securities") and the Calculation Agent or its
affiliates would be eligible to receive the Distributed Securities, then the
Company can elect for purposes of provision (vi) to include the Distributed
Securities in the Reference Property instead of the cash or property distributed
to holders of the ADR in an amount equal to the amount of the Distributed
Securities that would have been received had the Reference Property consisted of
the securities underlying the ADRs instead of the ADRs. For purposes of
provision (vi), if the holder of a Reference Security can elect to receive
securities in lieu of cash or property other than securities, then for purposes
of provision (vi) the holders of the Reference Security shall be deemed to
receive only the securities.
In the case of the Dilution Events referred to in clauses (i), (ii), (iii)
and (iv) above, the Reference Property shall be adjusted to include the number
of units of such Reference Security and/or 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.
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In the case of the Dilution Event referred to in clause (v) above where the
rights or warrants are for more than 5% of the number of shares outstanding
prior to the issuance of such rights or warrants, the Reference Property shall
be adjusted by multiplying the number of Reference Securities constituting
Reference Property immediately prior to the date of issuance of the rights or
warrants referred to in clause (v) above by a fraction, (1) the numerator of
which shall be the number of Reference Securities outstanding on the date
immediately prior to such issuance, plus the number of additional Reference
Securities offered for subscription or purchase pursuant to such rights or
warrants, and (2) the denominator of which shall be the number of Reference
Securities outstanding on the date immediately prior to such issuance, plus the
number of additional Reference Securities which the aggregate offering price of
the total number of Reference Securities 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 Reference Security for the 20
Trading Days immediately prior to the date of such rights or warrants are
issued, subject to certain adjustments), which shall be determined by
multiplying such total number of Reference Securities by the exercise price of
such rights or warrants and dividing the product so obtained by such current
market price. To the extent that Reference Securities are not delivered after
the expiration of such rights or warrants, or if such rights or warrants are not
issued, the Reference Property shall be readjusted to the Reference Property
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
Reference Securities actually delivered.
In the case of the Dilution Event referred to in clause (vi) 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, 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.
For example, where a reorganization of Telebras results in the distribution
to holders of the Telebras Receipt of ADRs representing shares of common stock
in various companies formed to operate various spin-off businesses of Telebras,
then the Reference Property shall include such ADRs in amounts specified
pursuant to provision (vi) above. If in any such reorganization of Telebras,
holders of Telebras Receipts receive cash or property while holders of the
shares of common stock underlying the Telebras Receipt receive Distributed
Securities and the Calculation Agent or an affiliate can receive and hold such
Distributed Securities, then the Calculation Agent can elect to have the
Reference Property include such Distributed Securities instead of such cash or
property.
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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 or any other distribution made by the issuer of a Reference Security
or made pursuant to an arrangement effecting a distribution of distributable
profits or reserves, whether in cash or in specie, on any Reference Security
occurring in such 12-month period (or, if such Reference Security was not
outstanding at the commencement of such 12-month period or was not then a part
of the Reference Property, occurring in such shorter period during which such
Reference Security was outstanding and was part of the Reference Property)
exceeds on a per share basis 10% 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 and was part of the
Reference Property); 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.
All adjustments will be calculated to the nearest 1/10,000th of a share of
the Reference Security (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 shall be required unless
such adjustment would require an increase or decrease of at least one percent in
the Closing Price; 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 any of the Distributed Assets are cash, property or Reference Securities
that will be distributed only to holders of the relevant Reference Property who
or which can certify as to a certain nationality or formation under the laws of
a certain jurisdiction, as the case may be, and a corporation formed in the
United States or an affiliate of such corporation formed elsewhere cannot
receive such distribution, the Reference Property will reflect only those
Distributed Assets available for distribution to such United States corporation
or its affiliates.
In the event of (A) any consolidation or merger of an issuer of a Reference
Security, or any surviving entity or subsequent surviving entity of such issuer
(a "Successor Company"), 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 corporation), (B) any sale, transfer, lease or conveyance to
another corporation of the property of an issuer of a Reference Security or any
Successor Company as an entirety or substantially as an entirety, (C) any
statutory exchange of securities of an issuer of a Reference Security or any
Successor Company with another corporation (other than in connection with a
merger or acquisition) or (D) any liquidation, dissolution, winding up or
bankruptcy of an issuer of a Reference Security or any Successor Company (any
such event described in clause (A), (B), (C) or (D), a "Reorganization Event"),
the Ending Value shall be calculated by including the Reorganization Event
Value. The "Reorganization Event Value" shall be determined by the Calculation
Agent and shall equal (i) the Transaction Value related to the relevant
Reorganization Event, plus (ii) interest on such Transaction Value accruing from
the date of the
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payment or delivery of the consideration, if any, received in connection with
such Reorganization Event until the stated maturity date at a fixed interest
rate determined on the date of such payment or delivery equal to the interest
rate that would be paid on a fixed rate senior non-callable debt security of the
Company with a term equal to the remaining term of the Notes. The "Transaction
Value" means (i) for any cash received in any such Reorganization Event, the
U.S. Dollar Equivalent of cash received per unit of Reference Security, (ii) for
any property other than cash or securities received in any such Reorganization
Event, an amount equal to the U.S. Dollar Equivalent of the market value of such
property per unit of Reference Security on the date that such property is
received by holders of such Reference Security as determined by the Calculation
Agent, and (iii) for any securities received in any such Reorganization Event,
an amount equal to the Closing Price per unit of such securities on the date
such securities are received by holders of such Reference Security multiplied by
the number of such securities received for each unit of such Reference Security
(subject to adjustment on a basis consistent with the adjustment provisions
described above).
The foregoing adjustments shall be made by the Calculation Agent, and all
such adjustments shall be final.
No adjustments will be made for certain other events, such as offerings of
Deposit Reference Shares by Telebras for cash or in connection with
acquisitions.
The Company will, within ten Business Days following the occurrence of an
event that requires an adjustment (or if the Company is not aware of such
occurrence, as soon as practicable after becoming so aware), provide written
notice to the Trustee, which shall provide notice, to the holders of the Notes
of the occurrence of such event and, if applicable, a statement in reasonable
detail setting forth the adjusted Closing Price to be used in determining the
Ending Value.
GENERAL
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company and
The Chase Manhattan Bank, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the
Notes and the terms upon which the Notes are to be authenticated and delivered.
The terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise as provided in the Indenture.
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The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. 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, (y)
the Company executes and delivers to the Trustee a Company Order to the effect
that this Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to the Notes, this Note shall be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
This Note is not subject to any sinking fund.
This Note is not subject to repayment at the option of the Holder prior to
its Stated Maturity.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture; provided, however, that 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 the Principal
Amount and the Supplemental Redemption Amount, if any, calculated as though the
date of early repayment were the stated maturity date of the Notes as provided
above. 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 stated maturity date of the Notes.
In case of default in payment 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 6.00% 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.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified
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percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of each
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Principal Amount plus the Supplemental
Redemption Amount, if any, with respect to this Note and any interest on any
overdue amount thereof at the time, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May 28, 1998
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the
series designated therein [Copy of Seal]
referred to in the within-mentioned
Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
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