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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)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [_]
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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Bond Index Notes, Domestic Master Series American Stock Exchange
1999A due December 23, 2002
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Notes to be Registered.
The description of the general terms and provisions of the Bond Index
Notes, Domestic Master Series 1999 due December 23, 2002 to be issued by
Merrill Lynch & Co., Inc. (the "Bond Index Notes" or the Notes") set forth in
the Preliminary Pricing Supplement dated November 23, 1999, the Prospectus
Supplement dated November 23, 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 Pricing 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.
99 (A) Preliminary Pricing Supplement dated November 23, 1999, the
Prospectus Supplement dated November 23, 1999 and Prospectus
dated May 6, 1999, (incorporated by reference to registrant's
filing pursuant to Rule 424 (b)).
99 (B) Form of Note for Bond Index Notes, Domestic Master Series 1999A.
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.
* 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/ Andrea L. Dulberg
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Andrea L. Dulberg
Secretary
Date: December 16, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED December 16, 1999
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INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Pricing Supplement dated November 23, 1999, the
Prospectus Supplement dated November 23, 1999 and Prospectus
dated May 6, 1999 (incorporated by reference to registrant's
filing pursuant to Rule 424 (b)).
99 (B) Form of Note for Bond Index Notes, Domestic Master Series 1999A.
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 BOND INDEX NOTE 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 BOND
INDEX NOTES IN CERTIFICATED FORM, THIS BOND INDEX 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
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS BOND INDEX
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
BOND INDEX 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.
No. R- $[ ]
CUSIP 590188 31 4 aggregate principal amount
MERRILL LYNCH & CO., INC.
Bond Index Notes, Domestic Master Series 1999A
due December 23, 2002
("Bond Index Notes")
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 its registered assigns, (i) an amount in cash equal to the
Maturity Amount, as defined below, on December 23, 2002 (the "Stated Maturity")
and, (ii) until the Maturity Amount is paid or duly made available for payment,
interest on the principal amount hereof in an amount (the "Interest Payment
Amount") in cash equal to the Index Rate of Interest (as defined below) less the
Spread (as defined below) on June 22, 2000, December 22, 2000, June 22, 2001,
December 24, 2001, June 24, 2002 and December 23, 2002 (each, an "Interest
Payment Date").
Payment of interest and the Maturity Amount with respect to this Bond
Index Note will 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 Bond Index Note is one of the series of Bond Index Notes,
Domestic Master Series 1999A due December 23, 2002.
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Payment of Interest
On each Interest Payment Date, a beneficial owner of a Bond Index Note
will be entitled to an Interest Payment Amount equal to the Index Rate of
Interest less the Spread. The "Index Rate of Interest" for the Merrill Lynch
U.S. Domestic Master Index (the "Index") is equal to the weighted average of the
interest accrued and interest paid on the securities underlying the Index less
the amount of any interest scheduled to have been paid but not paid during such
interest period on such underlying securities. For any interest period, the
Index Rate of Interest for the Index will be calculated as the percentage change
in value of the total return of the Index less the percentage change in value of
the price return component of the Index over the applicable interest period.
For each interest period, the interest payment for each $20 principal amount
will equal:
<TABLE>
<S> <C> <C>
[ ( Ending Total Return Value ) ( Ending Price Return Value ) ]
$20 x [ ( ---------------------------- - 1 ) - ( --------------------------- - 1 ) - Spread ]
[ ( Starting Total Return Value ) ( Starting Price Return Value ) ]
</TABLE>
Determination of the Interest Income
For purposes of determining the Interest Payment Amount on June 22,
2000 (the "Initial Interest Payment Date"), the "Starting Total Return Value"
for the Bond Index Notes equals ______________. For purposes of determining the
Interest Payment Amount on any other Interest Payment Date, the Starting Total
Return Value for the Bond Index Notes will equal the Ending Total Return Value
(as defined below) used in connection with the calculation of interest for the
immediately preceding Interest Payment Date.
The "Ending Total Return Value" for the Bond Index Notes will equal
the value of the total return index for the Index most recently published on the
Bloomberg information system at 11:00 a.m., New York City time, on the fourth
Business Day immediately preceding the applicable Interest Payment Date.
For purposes of determining the Interest Payment Amount on the Initial
Interest Payment Date, the "Starting Price Return Value" for the Bond Index
Notes equals _______________. For purposes of determining the Interest Payment
Amount on any other Interest Payment Date, the Starting Price Return Value for
the Bond Index Notes will equal the Ending Price Return Value (as defined below)
used in connection with the calculation of the Interest Payment Amount for the
immediately preceding interest period. The price return index level on
any day is determined by reference to the prices (exclusive of accrued interest)
of the securities comprising the Index on such day, as determined by the
Portfolio Strategies Group of Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S").
For purposes of determining the Interest Payment Amount for any
interest period, the Ending Price Return Value for the Bond Index Notes
will equal the value of the price return index for the Index most recently
published for the Bond Index Notes on the Bloomberg information system at 11:00
a.m., New York City time, on the fourth Business Day immediately preceding the
applicable Interest Payment Date.
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With respect to any Interest Payment Date for the Bond Index Notes, an
interest period will be the period from and including the fourth Business Day
immediately preceding the most recent prior Interest Payment Date to but
excluding the fourth Business Day immediately preceding the subject Interest
Payment Date or, in the case of the initial interest period, the period from the
fourth Business Day immediately preceding the original issue date of the Bond
Index Notes to but excluding the fourth Business Day immediately preceding the
Initial Interest Payment Date.
The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Bond Index Note (or one or more Predecessor
Securities) is registered on the books and records of the Company at the close
of business on the Regular Record Date for such interest, which shall be the
Business Day immediately preceding such Interest Payment Date. In the event the
Bond Index Notes do not remain in book-entry form, the Regular Record Date shall
be the fifteenth day (whether or not a Business Day) immediately preceding the
applicable Interest Payment Date. Any such interest which is payable, but is
not punctually paid or duly provided for on any Interest Payment Date, shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date, and may be paid to the Person in whose name this Bond Index Note (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Bond Index Note
not less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, as more fully provided in such Indenture.
Any payment of interest or the Maturity Amount, as the case may be,
required to be made on a day that is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on such day and no interest shall accrue as a result of such
delayed payment.
For purposes of this Bond Index Note, a "Business Day" shall mean any
day other than a Saturday or Sunday that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York.
The "Spread" is [ ]% (per interest period) for each $20 principal
amount hereof.
Maturity Amount
On the Stated Maturity of the Bond Index Notes, in addition to an
interest payment for the final interest period, a beneficial owner of a Bond
Index Note will receive a payment equal to the Maturity Amount.
The Maturity Amount for each $20 principal amount of Bond Index Notes
will equal:
( Final Price Return Value )
$20 x ( -------------------------- )
( Initial Price Return Value )
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The "Initial Price Return Value" for the Bond Index Notes equals
_____________ (which is the most recently published value of the price return
component for the Index on the Bloomberg information system at 11:00 a.m., New
York City time, on the fourth Business Day immediately preceding the Issue
Date).
The "Final Price Return Value" for the Bond Index Notes will equal the
most recently published value of the price return component for the Index on the
Bloomberg information system at 11:00 a.m., New York City time, on the fourth
Business Day immediately preceding the Stated Maturity.
The price return component of the Bond Index Notes represents the
price appreciation or depreciation of the fixed income securities underlying the
Index.
All determinations made by the Calculation Agent for Bond Index Notes
shall be at its sole discretion and, absent a determination by such Calculation
Agent of a manifest error, shall be conclusive for all purposes and binding on
the Company and beneficial owners of Bond Index Notes.
Changes to the Fixed Income Indices
The Company agrees to use its reasonable efforts to cause MLPF&S,
through its Portfolio Strategies Group, to continue to calculate and publish the
Index for as long as the Bond Index Notes remain outstanding.
General
This Bond Index Note 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, 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 Bond Index Notes, and the terms upon which the Bond Index
Notes are, and are to be, authenticated and delivered.
The Company hereby covenants for the benefit of the Holders of the
Bond Index Notes, 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 Bond Index Notes.
The Bond Index Notes 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 Bond Index Notes shall
have occurred and be continuing, the amount payable to a beneficial owner of a
Bond Index Note upon any acceleration permitted by the Bond Index Notes, with
respect to each $20 principal amount thereof, will be equal to (i) accrued but
unpaid interest on the Bond Index Notes plus (ii) the Maturity Amount, in each
case, calculated as though the date of early repayment was the Stated Maturity
of the Bond Index Notes; provided, however, that the Spread is prorated on a
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180-day interest period and applied each calendar day to reduce the Interest
Payment Amount on each affected Interest Payment Date.
In case of a default in payment on any Bond Index Notes (whether at
the Stated Maturity or upon acceleration) from and after the Stated Maturity or
the date of acceleration, as the case may be, the Bond Index Notes shall bear
interest, payable upon demand of the beneficial owners thereof, at the London
inter-bank offered rate for one month deposits as of December 16, 1999 as
determined by the Company (the "Default Rate") (to the extent that payment of
interest is legally enforceable) on the unpaid amount due and payable on such
date in accordance with the terms of the Bond Index 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 Bond Index Notes 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 Bond Index Notes 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 Bond Index Notes of each series at the time Outstanding,
on behalf of the Holders of all Bond Index Notes 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 Bond Index Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond Index Note and of any
Bond Index 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 Bond Index Note.
No reference herein to the Indenture and no provision of this Bond
Index Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the interest and the
Maturity Amount with respect to this Bond Index Note and any interest on any
overdue amount thereof at the time, place, and rate, and in the coin or currency
or other consideration, 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 Bond Index Note
may be registered on the Security Register of the Company, upon surrender of
this Bond Index 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 Bond Index Notes of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Bond Index Notes are issuable only in registered form in
denominations of $20 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the first
page hereof, the Bond Index Notes are exchangeable for a like aggregate
principal amount of Bond Index Notes in authorized denominations, as requested
by the Holder surrendering the same. If (x) any Depository is at any time
unwilling or
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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 Bond Index Note shall be exchangeable or
(z) an Event of Default under the Indenture has occurred and is continuing with
respect to the Bond Index Notes, this Bond Index Note shall be exchangeable for
Bond Index Notes in definitive form of like tenor and of an equal aggregate
principal amount, in denominations of $20 and integral multiples thereof. Such
definitive Bond Index Notes shall be registered in such name or names as the
Depository shall instruct the Trustee. If definitive Bond Index Notes are so
delivered, the Company may make such changes to the form of this Bond Index Note
as are necessary or appropriate to allow for the issuance of such definitive
Bond Index Notes.
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.
Prior to due presentment of this Bond Index 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 Bond Index Note is registered as the
owner hereof for all purposes, whether or not this Bond Index 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 Bond Index Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Bond Index Note which are defined in the
Indenture but not in this Bond Index Note 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 Bond
Index Note 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: December 22, 1999
Merrill Lynch & Co., Inc.
CERTIFICATE OF AUTHENTICATION
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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