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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: 333-59997
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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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Energy Select Sector SPDR(R) Fund American Stock Exchange
Market Index Target-Term Securities(R)
due February 21, 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 Energy
Select Sector SPDR(R)Market Index Target-Term Securities(R) ("MITTS(R)") due
February 21, 2006 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set
forth in the Preliminary Prospectus Supplement dated January 6, 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 January 6, 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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"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: February 10, 1999
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EXHIBIT 99(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED FEBRUARY 10, 1999
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INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated January 6, 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.
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 MITTS 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 MITTS
SECURITIES IN CERTIFICATED FORM, THIS MITTS 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 MITTS
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 MITTS 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-1 2,500,000 Units
CUSIP 590188 546
(Each Unit representing $10
principal amount of Securities)
MERRILL LYNCH & CO., INC.
Energy Select Sector SPDR(R) Fund
Market Index Target-Term Securities(R)
due February 21, 2006
("MITTS Securities")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter
referred to as the "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 principal sum of TWENTY-FIVE MILLION
DOLLARS ($25,000,000) (the "Principal Amount") plus the Supplemental Redemption
Amount, as defined below, on February 21, 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 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 MITTS Security is one of the series of Energy Select Sector
SPDR(R) Fund Market Index Target-Term Securities(R) due February 21, 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 the calculation agent and will equal
the Ending Value, as reduced by the Adjustment Factor (as defined below). The
"Ending Value" will equal the average (arithmetic mean) of the Net Asset Values
per share of the Energy SPDR Fund 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, the Ending Value
will equal the average (arithmetic mean) of the Net Asset Values (as defined
below) of the Energy Select Sector SPDR Fund (the "Energy SPDR Fund") ( on each
of such Calculation Days, and if there is only one Calculation Day, then the
Ending Value will be equal to the Net Asset Value per share of the Energy SPDR
Fund on such Calculation Day. If no Calculation Days occur during the
Calculation Period because of Market Disruption Events (as defined below), then
the Ending Value shall mean the Net Asset Value per share of the Energy SPDR
Fund on the last Trading Day (as defined below) prior to the Calculation Period
for which a Net Asset Value per share of the Energy SPDR Fund was determined.
The "Adjustment Factor" equals % per annum and will be
prorated based on a 365-day year and applied each calendar day during the term
of the Securities to reduce the Ending Value used to calculate the Supplemental
Redemption Amount.
"Net Asset Value" means the net asset value per share of the Energy
SPDR Fund as determined by the Energy SPDR Fund. The Energy SPDR Fund
calculates its net asset value per share by dividing the value of its net assets
(i.e., the value of its total assets less total liabilities) by its total number
of shares outstanding. Expenses and fees, including the management,
administration and distribution fees, of the Energy SPDR Fund are accrued daily
and taken into account for purposes of determining its Net Asset Value. The Net
Asset Value per share of the Energy SPDR Fund is determined by the Energy SPDR
Fund each Business Day after the close of trading on the New York Stock Exchange
(ordinarily 4:00 p.m., New York time). Shares of the Energy SPDR Fund are
listed on the AMEX under the trading symbol "XLE".
The "Calculation Period" means the period from and including the
seventh scheduled Calculation Day prior to the maturity to and including the
second scheduled Calculation Day prior to maturity.
"Calculation Day" means any Trading Day during the Calculation Period
on which a Market Disruption Event has not occurred.
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"Trading Day" is a day on which the shares of the Energy SPDR Fund (A)
are not suspended from trading on any national or regional securities exchange
or association or over-the-counter market at the close of business and (B) have
traded at least once on a national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the shares of the Energy SPDR Fund.
Adjustments to the Net Asset Value; Market Disruption Events
If at any time the shares of the Energy SPDR Fund are subject to a
split or reverse split, the calculation agent shall adjust the Net Asset Value
per share of the Energy SPDR Fund used to calculate the Ending Value in order to
arrive at a Net Asset Value per share of the Energy SPDR Fund as if such split
or reverse split, as the case may be, had not occurred.
"Market Disruption Event" means any 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 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 Energy Select
Sector Index;
(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
option contracts related to the shares of the Energy SPDR Fund which are traded
on any major U.S. exchange; or
(c) the Energy SPDR Fund (1) is unable or otherwise fails to issue a
Net Asset Value for any shares of the Energy SPDR Fund after the close of
business on the NYSE or (2) suspends the creation or redemption of shares of the
Energy SPDR Fund.
For the purposes of paragraphs (a) and (b) 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.
Termination of the Energy SPDR Fund
If the Energy SPDR Fund is liquidated or otherwise terminated, for
purposes of calculating the Supplemental Redemption Amount payable at the
maturity of the MITTS Securities, the "Net Asset Value" will be calculated by
the calculation agent as follows: The Net Asset Value per share of the Energy
SPDR Fund on the Trading Day occurring immediately
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before any liquidating distribution will equal the Net Asset Value for such day
(the "Pre-liquidation Date"). The calculation agent will then calculate the Net
Asset Value after the close of trading on each Trading Day (each such date, a
"Determination Date") after the Pre-liquidation Date by increasing or
decreasing, as the case may be, the Net Asset Value as of the immediately
preceding Trading Day by the percentage by which the closing value of the Energy
Select Sector Index increases or decreases from such immediately preceding
Trading Day to such Determination Date and further decreasing such Net Asset
Value by fees, expenses and non-liquidating distribution (together, "Fund
Expenses") that the calculation agent, in its sole judgment but with reference
to the Fund Expenses actually incurred by the Energy SPDR Fund before its
liquidation or termination, deems would reasonably have been accrued and
included in the calculation of the Net Asset Value per share of the Energy SPDR
Fund had it not been liquidated or terminated, from such immediately preceding
Trading Day to such Determination Date. 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.
If the Energy SPDR Fund is liquidated or otherwise terminated and the
Energy Select Sector Index is no longer calculated or published (an "Index
Termination Event"), the calculation agent will select a successor index that
it determines, in its sole discretion, to be comparable to the Energy Select
Sector Index, and, upon the calculation agent's notification of such
determination to the Trustee and ML&Co., the calculation agent will substitute
the successor index for the Energy Select Sector Index and calculate the Net
Asset Value in accordance with the procedures referred to in the immediately
preceding paragraph with reference to such successor 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 MITTS Securities.
In the event that an Index Termination Event occurs and a successor
index to the Energy Select Sector Index is not selected by the calculation agent
or is no longer published on any of the Calculation Days, the calculation agent
shall compute a substitute index for the Energy Select Sector Index for any such
Calculation Day in accordance with the procedures last used to calculate the
Energy Select Sector Index prior to any such discontinuance. The calculation
agent will calculate the Net Asset Value in accordance with the procedures
referred to in the first paragraph of this section with reference to such
substitute index. Upon any selection by the calculation agent of such substitute
index, ML&Co. shall cause notice thereof to be given to holders of the MITTS
Securities.
If S&P discontinues publication of the S&P 500 Index subsequent to an
Index Termination Event and (i) a successor index to the Energy Select Sector
Index is not selected by the calculation agent or is no longer published on any
of the Calculation Days and (ii) the calculation agent is unable to calculate a
substitute index for the Energy Select Sector Index, the calculation agent will
compute a substitute index for the S&P 500 Index for any such Calculation Day in
accordance with the procedures last used to calculate the S&P 500 Index prior to
any such discontinuance. If the calculation agent calculates such substitute
index for the S&P 500 Index, the calculation agent will use such substitute
index to calculate the substitute index for the Energy Select Sector Index.
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Notwithstanding these alternative arrangements, liquidation or
termination of the Energy SPDR Fund or discontinuance of the publication of the
Energy Select Sector Index or the S&P 500 Index may adversely affect trading in
the MITTS Securities.
General
This MITTS 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 (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 MITTS
Securities, and the terms upon which the MITTS Securities are, and are to be,
authenticated and delivered.
ML&Co. 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 ML&Co. 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 assuming (i)
the date of early repayment is the maturity date of the MITTS Securities and
(ii) the Adjustment Factor is prorated based on a 365-day year and applied each
calendar day to reduce the Net Asset Value per share of the Energy SPDR Fund
used to calculate the Supplemental Redemption Amount. If a bankruptcy
proceeding is commenced in respect of ML&Co., the claim of a beneficial owner of
a MITTS Security may be limited, under Section 502(b)(2) of Title 11 of the
United States Code, to the Principal Amount of the MITTS Security plus an
additional amount of contingent interest calculated as though the date of the
commencement of the proceeding were the maturity date of the MITTS Securities.
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 5.83% 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
ML&Co. and the rights of the Holders of the MITTS Securities of each series to
be affected under the Indenture at any
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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 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 Securities of each series
at the time Outstanding, on behalf of the Holders of all MITTS 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 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 ML&Co.,
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 MITTS Security Register of ML&Co., upon surrender of
this MITTS 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 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 ML&Co. within 60 days, (y) ML&Co. 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, ML&Co. 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 ML&Co. 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, ML&Co., the Trustee and any agent of ML&Co. 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
ML&Co., 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, ML&Co. has caused this instrument to be duly
executed under its corporate seal.
Dated: February 18, 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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