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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) (I.R.S. Employer
Identification No.)
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
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(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is
Exchange Act and is effective pursuant effective pursuant to General
to General Instruction A.(c), please Instruction A.(d), please check the
check the following box.[X] following box. [_]
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Securities Act registration statement file number to which this form
relates: 333-68747
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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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Major 11 International Market Index American Stock Exchange
Target-Term Securities(R)
due May , 2006
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
(R) "Market Index Target-Term Securities" is a registered service mark owned by
Merrill Lynch & Co., Inc.
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Item 1. Description of Registrant's Notes to be Registered.
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The description of the general terms and provisions of the Major 11
International Market Index Target-Term Securities(R) ("MITTS(R)") due May __,
2006 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the
Preliminary Prospectus Supplement dated April 6, 1999, and the Prospectus dated
May 6, 1999, attached hereto as Exhibit 99 (A) are hereby incorporated by
reference and contain certain proposed terms and provisions. The description of
the Notes contained in the Prospectus Supplement to be filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, under Registration
Statement Number 333-68747 which will contain the final terms and provisions of
the Notes, including the maturity date of the Notes, is hereby deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.
Item 2. Exhibits.
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99 (A) Preliminary Prospectus Supplement dated April 6, 1999, and
Prospectus dated May 6, 1999, (incorporated by reference to
registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank, formerly Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), dated as of April 1, 1983,
as amended and restated.*
Other securities issued by Merrill Lynch & Co., Inc. are listed on the
American Stock Exchange.
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"MITTS" and "Market Index Target-Term Securities" are registered service marks
owned by Merrill Lynch & Co., Inc.
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's
Registration Statement on Form 8-A dated July 20, 1992.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
By: /s/ Lawrence M. Egan, Jr.
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Lawrence M. Egan, Jr.
Assistant Secretary
Date: May 19, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED MAY 19, 1999
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INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
April 6, 1999, and Prospectus dated
May 6, 1999 (incorporated by reference to
registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The
Chase Manhattan Bank, formerly Chemical Bank (successor by
merger to Manufacturers Hanover Trust Company), dated as of
April 1, 1983, as amended and restated.*
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
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EXHIBIT 99(B)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY 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 DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY 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 SECURITY 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.
No. R- ,000 Units
CUSIP 590188 45 4 (Each Unit representing $10
principal amount of MITTS Securities)
MERRILL LYNCH & CO., INC.
Major 11 International Market Index Target-Term Securities
due May __, 2006
("MITTS Securities")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter
referred to as the "Company", which term includes any successor corporation
under the Indenture herein referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of
MILLION DOLLARS ($ ,000,000) (the "Principal Amount") plus the Supplemental
Redemption Amount, as defined below, on May , 2006 (the "Stated Maturity").
Payment of the Principal Amount and the Supplemental Redemption Amount
and any interest on any overdue amount thereof with respect to this MITTS
Security 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.
This MITTS Security is one of the series of Major 11 International
Market Index Target-Term Securities(R)due May __, 2006.
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Supplemental Redemption Amount
The "Supplemental Redemption Amount" with respect to this MITTS
Security equals:
(Adjusted Ending Value-Starting Value)
Principal Amount x (------------------------------------)
( Starting Value )
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero.
The Starting Value equals ________.
The Adjusted Ending 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 Major 11 International
Index (the "Index") as reduced by the application of the Adjustment Factor on
each Calculation Day (as defined below), determined on each of the first five
Calculation Days (as defined below) during the Calculation Period (as defined
below). If there are fewer than five Calculation Days, then the Adjusted Ending
Value will equal the average (arithmetic mean) of the closing values of the
Major 11 International Index on such Calculation Days, as reduced by the
application of the Adjustment Factor on each Calculation Day, and if there is
only one Calculation Day, then the Adjusted Ending Value will equal the closing
value of the Major 11 International Index on such Calculation Day, as reduced by
the application of the Adjustment Factor on such Calculation Day. If no
Calculation Days occur during the Calculation Period, then the Adjusted Ending
Value will equal the closing value of the Major 11 International Index
determined on the last scheduled Index Business Day (as defined below) in the
Calculation Period, as reduced by the application of the Adjustment Factor on
such day, regardless of the occurrence of a Market Disruption Event (as defined
below) on such day.
The "Adjustment Factor" equals ____% per annum and will be applied
over the entire term of the MITTS Securities on a pro rated basis based on a
365-day year to reduce the closing values of the Major 11 International Index
used to calculate the Supplemental Redemption Amount during the Calculation
Period.
The "Calculation Period" means the period from and including the
seventh scheduled Index Business Day prior to the Stated Maturity to and
including the second scheduled Index Business Day prior to the Stated Maturity.
"Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
An "Index Business Day" is a day on which the New York Stock Exchange
("NYSE") and the American Stock Exchange ("AMEX") are open for trading and the
Major 11 International Index or any successor index (as defined below) is
calculated and published.
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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 MITTS Securities.
Adjustments to the Index; Market Disruption Events
If at any time AMEX changes its method of calculating the Major 11
International Index, or the value of the Major 11 International Index changes,
in any material respect, or if the Major 11 International 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 Major 11 International Index had any
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 of the Major 11 International Index is to be
calculated, make any 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 Major 11 International Index as if no
changes or modifications had been made, and calculate such closing value with
reference to the Major 11 International Index, as so adjusted. Accordingly, if
the method of calculating the Major 11 International Index is modified so that
the value of the Major 11 International 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), then
the Calculation Agent shall adjust such Index in order to arrive at a value of
the Major 11 International Index as if it had not been modified (e.g., as if a
split had not occurred).
"Market Disruption Event" means, with respect to any sub-index, the
occurrence or existence of any suspension of, or limitation imposed on, trading,
by reason of movements in price exceeding limits permitted by the relevant
exchange or otherwise, during the one-half hour period that ends at the regular
official weekday time at which trading on the Index Exchange related to that
sub-index occurs, on:
(A) the Index Exchange in securities that comprise 20% or more of the
value of that sub-index or
(B) any exchanges on which futures or options on that sub-index are
traded in those options or futures if, in the determination of the
calculation agent, that suspension or limitation is material.
For the purpose of the above definition:
(1) a limitation on the hours and number of days of trading will not
constitute a Market Disruption Event if it results from an
announced change in the regular hours of the relevant exchange and
(2) a limitation on trading imposed during the course of a day by
reason of movements in price otherwise exceeding levels permitted
by the relevant exchange will constitute a Market Disruption Event.
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"Index Exchange" means, with respect to any sub-index, the principal
exchange on which the shares comprising that sub-index are traded.
Discontinuance of the Major 11 International Index
If the AMEX discontinues publication of the Major 11 International
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 Major 11 International Index (a "successor index"), then, upon the
calculation agent's notification of any determination to the trustee and ML&Co.,
the calculation agent will substitute the successor index as calculated by the
AMEX or any other entity for the Major 11 International Index and calculate the
closing value as described above under "Supplemental Redemption Amount". Upon
any selection by the calculation agent of a successor index, ML&Co. shall cause
notice to be given to holders of the MITTS Securities.
In the event that the AMEX discontinues publication of the Major 11
International Index and:
. the calculation agent does not select a successor index, or
. the successor index is no longer published on any of the Calculation Days,
the calculation agent will compute a substitute value for the Major 11
International Index in accordance with the procedures last used to calculate the
Major 11 International Index before any discontinuance. If a successor index is
selected or the calculation agent calculates a value as a substitute for the
Major 11 International Index as described below, the successor index or value
will be used as a substitute for the Major 11 International Index for all
purposes, including for purposes of determining whether a Market Disruption
Event exists.
If the AMEX discontinues publication of the Major 11 International
Index before the period during which the Supplemental Redemption Amount is to be
determined and the calculation agent determines that no successor index is
available at that time, then on each Business Day until the earlier to occur of:
. the determination of the Adjusted Ending Value and
. a determination by the Calculation Agent that a successor index is available,
the calculation agent will determine the value that would be used in computing
the Supplemental Redemption Amount as described in the preceding paragraph as if
that day were a Calculation Day. The calculation agent will cause notice of
each 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 these values to be made available by telephone.
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A "Business Day" is any day on which the NYSE and the AMEX are open
for trading.
General
This MITTS Security is one of a duly authorized issue of securities of
the Company, issued and to be issued under an Indenture, dated as of April 1,
1983, as amended and restated (herein referred to as the "Indenture"), between
the Company and The Chase Manhattan Bank, formerly Chemical Bank (successor by
merger to Manufacturers Hanover Trust Company), as Trustee (herein referred to
as 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 MITTS Securities, and the terms upon
which the MITTS Securities are, and are to be, authenticated and delivered.
The Company hereby covenants for the benefit of the Holders of the
MITTS Securities, to the extent permitted by applicable law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the MITTS Securities.
The MITTS Securities are not subject to redemption by the Company or
at the option of the Holder prior to the Stated Maturity.
In case an Event of Default with respect to any MITTS Securities shall
have occurred and be continuing, the amount payable to a beneficial owner of a
MITTS Security upon any acceleration permitted by the MITTS Securities, with
respect to each $10 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 of the MITTS Securities,
provided, however, that the Adjustment Factor will be applied to the values used
to calculate the Supplemental Redemption Amount as if the MITTS Securities had
not been accelerated and had remained outstanding to the stated maturity date.
In case of default in payment of the MITTS Securities (whether at the
Stated Maturity or upon acceleration), from and after the maturity date the
MITTS Securities shall bear interest, payable upon demand of the beneficial
owners thereof, at the rate of ______% 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 MITTS Securities 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 MITTS 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 not less than 66 2/3% in aggregate principal
amount of the MITTS 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 percentages in aggregate
principal amount of the MITTS
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Securities of each series at the time Outstanding, on behalf of the Holders of
all MITTS 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 MITTS Security shall be conclusive and binding upon such Holder and upon
all future Holders of this MITTS Security and of any MITTS Security 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 MITTS
Security.
No reference herein to the Indenture and no provision of this MITTS
Security 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 with respect to this MITTS Security 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 first page hereof, the transfer of this MITTS Security
may be registered on the Security Register of the Company, upon surrender of
this MITTS Security 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 MITTS Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The MITTS Securities are issuable only in registered form without
coupons in denominations of $10 and integral multiples thereof. As provided in
the Indenture and subject to certain limitations set forth therein and on the
first page hereof, the MITTS Securities are exchangeable for a like aggregate
principal amount of MITTS Securities in authorized denominations, as requested
by the Holder surrendering the same. 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 this MITTS Security shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the MITTS Securities, this MITTS Security shall be exchangeable for
MITTS Securities in definitive form of like tenor and of an equal aggregate
principal amount, in denominations of $10 and integral multiples thereof. Such
definitive MITTS Securities shall be registered in such name or names as the
Depository shall instruct the Trustee. If definitive MITTS Securities are so
delivered, the Company may make such changes to the form of this MITTS Security
as are necessary or appropriate to allow for the issuance of such definitive
MITTS Securities.
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 governmental charge payable in connection therewith.
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Prior to due presentment of this MITTS Security 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 MITTS Security is registered as the
owner hereof for all purposes, whether or not this MITTS Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this MITTS Security which are defined in the
Indenture but not in this MITTS Security shall have the meanings assigned to
them in the Indenture.
Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
MITTS Security shall not be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May 26, 1999
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CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series [Copy of Seal]
designated therein referred to in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
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