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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 registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and securities pursuant to Section
is effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), please check the is effective pursuant to
following box. [X] General Instruction A.(d),
please check 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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Select Sector SPDR(R) Fund Growth Portfolio American Stock Exchange
Market Index 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)
"Market Index Target-Term Securities" is a registered service mark owned by
Merrill Lynch & Co., Inc.
"SPDR" is a trademark of the McGraw-Hill Companies, 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 Select Sector
SPDR(R) Fund Growth Portfolio 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 May 5, 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 May 5, 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 24, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED May 24, 1999
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INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
May 5, 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 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- ___00,000 Units
CUSIP 590188 447
(Each Unit representing $10 principal
amount of MITTS Securities)
MERRILL LYNCH & CO., INC.
Select Sector SPDR Fund Growth Portfolio Market Index
Target-Term Securities(R) due May __, 2006
("MITTS Securities")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred to
as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of ___________ MILLION
DOLLARS ($__,000,000) (the "Principal Amount") plus the Supplemental Redemption
Amount, as defined below, on May __, 2006 (the "Stated Maturity").
Payment or delivery 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 the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in the
consideration specified below, or 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 Select Sector SPDR Fund Growth
Portfolio Market Index Target-Term Securities due May __, 2006.
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At maturity, a beneficial owner of a MITTS Security will be entitled to
receive the Principal Amount of such MITTS Security plus the Supplemental
Redemption Amount, if any, all as provided below. The amount to be paid by the
Company to any holder of the MITTS Securities on the maturity date will be
aggregated based on the total number of units then held by such holder and
rounded to the nearest cent. If the Adjusted Ending Value (as defined below)
does not exceed the Starting Value, a beneficial owner of a MITTS Security will
be entitled to receive only the Principal Amount of such MITTS Security.
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 average
(arithmetic mean) of the closing values of the SPDR Fund Growth Portfolio 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 during
the Calculation Period (as defined below). If there are fewer than five
Calculation Days in the Calculation Period, the Adjusted Ending Value will equal
the average (arithmetic mean) of the closing values of the SPDR Fund Growth
Portfolio Index on those 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 to the closing value of the SPDR
Fund Growth Portfolio Index on that Calculation Day, as reduced by the
application of the Adjustment Factor on that Calculation Day. If no Calculation
Days occur during the Calculation Period, then the Adjusted Ending Value shall
equal the closing value of the SPDR Fund Growth Portfolio Index determined on
the last scheduled Index Business Day (as defined below), as reduced by the
application of the Adjustment Factor on that day, regardless of the occurrence
of a Market Disruption Event (as defined below) on that day.
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 MITTS
Securities to reduce the values used to calculate the Supplemental Redemption
Amount.
The "Calculation Period" means the period from and including the seventh
scheduled Index Business Day prior to the maturity to and including the second
scheduled Index Business Day prior to maturity.
"Calculation Day" means any Index Business Day on which a Market Disruption
Event has not occurred.
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An "Index Business Day" is any day on which the NYSE and the AMEX are
opened for trading and a Market Disruption Event has not occurred.
Adjustments to the SPDR Fund Growth Portfolio Index; Market Disruption Events
If at any time AMEX changes its method of calculating the SPDR Fund Growth
Portfolio Index, or the value of the SPDR Fund Growth Portfolio Index changes,
in any material respect, or if the SPDR Fund Growth Portfolio Index is in any
other way modified so that the SPDR Fund Growth Portfolio Index does not, in the
opinion of the calculation agent, fairly represent the value of the SPDR Fund
Growth Portfolio Index had any changes or modifications not been made, then,
from and after that time, the calculation agent shall, at the close of business
in New York, New York, on each date that the closing value of the SPDR Fund
Growth Portfolio 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 SPDR Fund Growth
Portfolio Index as if no changes or modifications had been made, and calculate
the closing value with reference to the SPDR Fund Growth Portfolio Index, as so
adjusted. Accordingly, if the method of calculating the SPDR Fund Growth
Portfolio Index is modified so that the value of the SPDR Fund Growth Portfolio
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 the SPDR
Fund Growth Portfolio Index in order to arrive at a value of the SPDR Fund
Growth Portfolio Index as if it had not been modified, e.g., as if a split had
not occurred.
"Market Disruption Event" means any of the following events, with respect
to the Select Sector SPDR Funds, as determined by the calculation agent:
(a) the suspension or material limitation on trading 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 Select Sector SPDR Funds underlying the
SPDR Fund Growth Portfolio 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 stocks which then comprise
the Select Sector SPDR Funds underlying the SPDR Fund Growth Portfolio
Index or the shares of a Select Sector SPDR Fund underlying the SPDR
Fund Growth Portfolio Index which are traded on any major U.S.
exchange; or
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.
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For the purposes of clause (a) above, any limitations on trading during
significant market fluctuations under 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,
will be considered "material".
Discontinuance of the SPDR Fund Growth Portfolio Index
If the AMEX discontinues publication of the SPDR Fund Growth Portfolio
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 SPDR Fund Growth Portfolio Index (a "successor index"), then, upon the
calculation agent's notification of any determination to the trustee and the
Company, the calculation agent will substitute the successor index as calculated
by the AMEX or any other entity for the SPDR Fund Growth Portfolio Index and
calculate the closing value as described above under "--Payment at maturity".
Upon any selection by the calculation agent of a successor index, the Company
shall cause notice to be given to holders of the MITTS Securities.
In the event that the AMEX discontinues publication of the SPDR Fund Growth
Portfolio 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 SPDR Fund Growth
Portfolio Index in accordance with the procedures last used to calculate the
SPDR Fund Growth Portfolio Index before any discontinuance. If a successor index
is selected or the calculation agent calculates a value as a substitute for the
SPDR Fund Growth Portfolio Index as described below, the successor index or
value will be used as a substitute for the SPDR Fund Growth Portfolio Index for
all purposes, including for purposes of determining whether a Market Disruption
Event exists.
If the AMEX discontinues publication of the SPDR Fund Growth Portfolio
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 Exchange 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
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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.
An "Exchange Business Day" is any day on which the NYSE and the AMEX are
open for trading.
Notwithstanding these alternative arrangements, discontinuance of the
publication of the SPDR Fund Growth Portfolio Index may adversely affect trading
in the MITTS Securities.
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, 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 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 closing value used to calculate the Supplemental Redemption
Amount.
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
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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
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 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 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.
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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 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.
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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
MITTS Security shall not be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May 28, 1999
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities [Copy of Seal]
of the series 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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