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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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<S> <C>
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. [ ]
Securities Act registration statement file number to which this form relates: 333-59997
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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STock Return Income DEbt Securities(SM) American Stock Exchange
due August 22, 2000 Linked to the
Nasdaq-100 Index
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
(SM) "STock Return Income DEbt Securities" is a 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 STock
Return Income DEbt Securities due August 22, 2000 ("STRIDES Securities") linked
to the Nasdaq-100 Index to be issued by Merrill Lynch & Co., Inc. (the "Notes")
set forth in the Preliminary Prospectus Supplement dated February 4, 1999, and
the Prospectus dated July 30, 1998, 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 333-59997 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 February 4, 1999, and
Prospectus dated July 30, 1998, (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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(SM) "STock Return Income DEbt Securities" and "STRIDES" are 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: February 16, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED February 16, 1999
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INDEX TO EXHIBITS
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Exhibit No. Page No.
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99 (A) Preliminary Prospectus Supplement dated
February 4, 1999, and Prospectus dated
July 30, 1998 (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.*
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* 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- 2,500,000 Units
CUSIP 590188 538 (Each Unit representing $10
principal amount of Securities)
MERRILL LYNCH & CO., INC.
___% STock Return Income DEbt Securities(SM)
due August 22, 2000
STRIDES Securities(SM)
Linked to the value of the Nasdaq-100 Index
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter
referred to as "ML&Co.", 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 Redemption Amount (as defined below) on
August 22, 2000 (the "Maturity Date") and to pay interest on the principal sum
of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the "Principal Amount") from
February 22, 1999 (or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for), semiannually in
arrears on February 22 and August 22 of each year, commencing August 22, 1999,
and on the Maturity Date (each, an "Interest Payment Date"), at a rate of ___%
per annum, until payment or delivery of the Redemption Amount has been made or
duly provided for.
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(SM) Service mark of Merrill Lynch & Co., Inc.
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Interest due and payable on this Security will be paid on each
Interest Payment Date and the Maturity Date to the persons in whose names the
Securities are registered at the close of business on the February 7 and August
7 (whether or not a Business Day) immediately preceding such Interest Payment
Date (a "Holder"). Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months. If an Interest Payment Date falls on a
day that is not a Business Day (as defined below), the interest payment to be
made on such Interest Payment Date will be made on the next succeeding Business
Day with the same force and effect as if made on such Interest Payment Date, and
no additional interest will accrue as a result of such delayed payment.
Payment of any interest due and payable on this Security, payment or
delivery of the Redemption Amount and payment of any interest on any overdue
amount thereof with respect to this Security shall be made at the office or
agency of ML&Co. 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 Security is one of the series of ML&Co.'s ___% STock Return Income
DEbt Securities(SM) due August 22, 2000 (the "Securities" or "STRIDES
Securities").
Payment at Maturity
On the Maturity Date, the Holder of each Security will receive the
"Redemption Amount" in cash and accrued interest from the last Interest Payment
Date for which interest was paid. The Redemption Amount will be determined by
the calculation agent and for each unit will equal the lesser of:
. $12.50 (the "Capped Value"); and
( Ending Value )
. $10 per Unit X -----------------
( Starting Value)
The "Starting Value" means $______. The Ending Value will be determined by the
calculation agent and will equal the average (arithmetic mean) of the Closing
Values (as defined below)of the Nasdaq-100 Index (the "Index") 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 in the Calculation Period, then the Closing Values used to determine the
Ending Value will equal the average (arithmetic mean) of the Closing Values of
the Index on such Calculation Days, and if there is only one Calculation Day,
then the Ending Value will be equal to the Closing Value of the Index on such
Calculation Day. If no Calculation Days occur during the Calculation Period,
then the Ending Value will be equal to the Closing Value of the Index determined
on the last scheduled Calculation Day in the Calculation Period, regardless of
the occurrence of a Market Disruption Event (as defined below) on such day.
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The "Calculation Period" means the period from and including the seventh
scheduled Calculation Day prior to the Maturity Date to and including the second
scheduled Calculation Day prior to the Maturity Date.
"Calculation Day" means any Index Business Day on which a Market Disruption
Event has not occurred.
"Index Business Day" means any day on which the Nasdaq Stock Market, the New
York Stock Exchange and the American Stock Exchange are open for trading and the
Index or any Successor Index (as defined below) is calculated and published.
"Market Disruption Event" has the meaning as defined below under "--
Adjustments to the Index; Market Disruption Events".
"Closing Value" means the value of the Index or any Successor Index at the
close of trading on any Index Business Day.
"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 an Index Business Day.
All determinations made by the calculation agent shall be at its sole
discretion and, absent a determination by the calculation agent of a manifest
error, shall be conclusive for all purposes and binding on ML&Co. and beneficial
owners of the STRIDES Securities.
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index, or the value
thereof, is changed in any material respect, or if the 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 Index had such 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 is
to be calculated, make such 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 Index as if such changes or
modifications had not been made, and calculate such closing value with reference
to the Index, as adjusted. Accordingly, if the method of calculating the Index
is modified so that the value of such 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 in the
Index), then the calculation agent shall adjust such Index in order to arrive at
a value of the Index as if it had not been modified (e.g., as if such split had
not occurred).
"Market Disruption Event" means either of the following events; as
determined by the calculation agent:
(a) the suspension or material limitation on trading (limitations pursuant
to NYSE Rule 80A (or any applicable rule or regulation enacted or
promulgated by the NYSE or any other self regulatory organization or
the SEC of similar scope as determined by the calculation agent) on
trading during significant market
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fluctuations shall be considered "material" for purposes of this
definition), in each case, for more than two hours of trading, or
during the one-half hour period preceding the close of trading on the
applicable exchange, in 20% or more of the stocks which then comprise
the Index; or
(b) the suspension or material limitation on trading, in each case, for
more than two hours of trading (whether by reason of movements in
price otherwise exceeding levels permitted by the relevant exchange or
otherwise) in (A) futures contracts related to the Index, or options
on such futures contracts, which are traded on any major U.S. exchange
or (B) option contracts related to the Index which are traded on any
major U.S. exchange.
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.
Discontinuance of the Index
If Nasdaq discontinues publication of the Index and Nasdaq or another
entity publishes a successor or substitute index that the calculation agent
determines, in its sole discretion, to be comparable to such Index (any such
index being referred to herein as a "Successor Index"), then, upon the
calculation agent's notification of such determination to the Trustee and
ML&Co., the calculation agent will substitute the Successor Index as calculated
by Nasdaq or such other entity for the Index. Upon any selection by the
calculation agent of a Successor Index, ML&Co. shall cause notice thereof to be
given to holders of the STRIDES Securities.
If Nasdaq discontinues publication of the Index and a Successor Index
is not selected by the calculation agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
Calculation Day used to calculate the Redemption Amount at maturity will be a
value computed by the calculation agent for each Calculation Day in accordance
with the procedures last used to calculate the Index prior to such
discontinuance. If a Successor Index is selected or the calculation agent
calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If the calculation agent calculates a value as a substitute for the Index,
"Calculation Day" shall mean any day on which the calculation agent is able to
calculate such value.
If Nasdaq discontinues publication of the Index prior to the period
during which the Redemption Amount is to be determined and the calculation agent
determines that no Successor Index is available at such time, then on each Index
Business Day until the earlier to occur of (a) the determination of the Ending
Value and (b) 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 Redemption Amount as described in the preceding paragraph as
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if such day were a Calculation Day. The calculation agent will cause notice of
each such 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 such values to be made available by telephone.
General
This Security is one of a duly authorized issue of securities of
ML&Co., 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 ML&Co.
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 ML&Co., the Trustee and
the Holders of the Securities, and the terms upon which the Securities are, and
are to be, authenticated and delivered.
ML&Co. hereby covenants for the benefit of the Holders of the
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 Securities.
The Securities are not subject to redemption by ML&Co. or at the
option of the Holder prior to the Maturity Date.
In case an Event of Default with respect to any STRIDES Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
STRIDES Security upon any acceleration permitted by the STRIDES Securities, with
respect to each $10 Unit thereof, will be equal to the Principal Amount and any
accrued interest due thereon.
In case of default in payment of the STRIDES Securities (whether at any
Interest Payment Date, the Maturity Date or upon acceleration), from and after
any such date the STRIDES 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 STRIDES
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
ML&Co. and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by ML&Co. and the Trustee with the
consent of the Holders of not less than 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 percentages in aggregate principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all
Securities of each series, to waive compliance by ML&Co. 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 Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any
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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 Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of ML&Co., which is
absolute and unconditional, to pay accrued interest due and the Redemption
Amount with respect to this 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 Security may be
registered on the Security Register of ML&Co., upon surrender of this Security
for registration of transfer at the office or agency of ML&Co. 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 ML&Co. duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The 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 Securities are exchangeable for a like aggregate principal
amount of 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 ML&Co.
within 60 days, (y) ML&Co. executes and delivers to the Trustee a Company Order
to the effect that this Security shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Securities, this
Security shall be exchangeable for Securities in definitive form of like tenor
and of an equal aggregate principal amount, in denominations of $10 and integral
multiples thereof. Such definitive Securities shall be registered in such name
or names as the Depository shall instruct the Trustee. If definitive Securities
are so delivered, ML&Co. may make such changes to the form of this Security as
are necessary or appropriate to allow for the issuance of such definitive
Securities.
No service charge shall be made for any such registration of transfer
or exchange, but ML&Co. may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, ML&Co., the Trustee and any agent of ML&Co. or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither ML&Co., the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture but
not in this Security shall have the meanings assigned to them in the Indenture.
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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
Security shall not be entitled to any benefits under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, ML&Co. has caused this instrument to be duly
executed under its corporate seal.
Dated: February 22, 1999
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities
of the series designated [Copy of Seal]
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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