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 registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. |X| following box. | |
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Securities Act registration statement file number to which this form relates: 333-68747
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Medium-Term Notes, Series B American Stock Exchange
1.0% Callable and Exchangeable
Stock-Linked Notes due July 20, 2006
(Linked to the performance of the Common
Stock of AT&T Corp.)
Securities to be registered pursuant to Section 12(g) of the Act:
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None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the general terms and provisions of the Medium-Term Notes,
Series B 1.0% Callable and Exchangeable Stock-Linked Notes due July 20, 2006
(Linked to the performance of the Common Stock of AT&T Corp.) to be issued by
Merrill Lynch & Co., Inc. set forth in the Pricing Supplement dated July 13,
1999, the Prospectus Supplement dated May 6, 1999 and Prospectus dated May 6,
1999, attached hereto as Exhibit 99(a), are hereby incorporated by reference.
Item 2. Exhibits.
99(a) Pricing Supplement dated July 13, 1999, Prospectus
Supplement dated May 6, 1999 and Prospectus dated May 6,
1999 (incorporated herein by reference to the
Registrant's filing pursuant to Rule 424(b)).
99(b) Form of Note for Series B 1.0% Callable and Exchangeable
Stock-Linked Notes due July 20, 2006 (Linked to the
performance of the Common Stock of AT&T Corp.).
99(c) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank dated as of October 1, 1993, as amended.*
* Incorporated herein by reference to the Registrant's Registration
Statement on Form S-3 (File No. 333-68747).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly 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
Dated: July 13, 1999
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INDEX TO EXHIBITS
Exhibit No. Page No.
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99(a) Pricing Supplement dated July 13, 1999, Prospectus
Supplement dated May 6, 1999 and Prospectus dated
May 6, 1999 (incorporated herein by reference to the
Registrant's filing pursuant to Rule 424(b)).
99(b) Form of Note for Series B 1.0% Callable and Exchangeable
Stock-Linked Notes due July 20, 2006 (Linked to the
performance of the Common Stock of AT&T Corp.).
99(c) Copy of Indenture between Merrill Lynch & Co., Inc. and
The Chase Manhattan Bank dated as of October 1, 1993, as
amended.*
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-3 (File No. 333-68747).
EXHIBIT 99 (B)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS 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 DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS 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 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.
REGISTERED PRINCIPAL AMOUNT
NO. R- CUSIP No. 590188 ____
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
% Callable and Exchangeable Notes due July ,
2006 (Linked to the performance of the Common Stock
of AT&T Corp.)
("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 and
discharge each Note evidenced hereby on July , 2006 (the "Maturity Date") by
delivering to CEDE & CO., or registered assigns with respect to the principal
amount hereof, , an amount in dollars equal to the greater
of (i) the product of the Exchange Ratio multiplied by the average Market
Price of AT&T Common Stock for the five scheduled Trading Days ending on and
including the third scheduled Trading Day immediately prior to maturity
(provided, however, that if the payment on the Maturity Date is based on the
foregoing formula, no interest shall accrue on the Notes from and including
January , 2006 through the Maturity Date) or (ii) $1,000 plus accrued and
unpaid interest through but excluding the Maturity Date, or as such terms are
defined below, and determined in accordance with the provisions set forth
below, and to pay interest on the principal amount hereof from July , 1999,
or from the most recent date in respect of which interest has been paid or duly
provided for,semiannually in arrears on July and January , in each year (each
an "Interest Payment Date"), commencing January , 2000, at the rate of % per
annum (the "Interest Rate"), until the principal amount is paid or duly made
available for payment. The Notes will be issued in minimum denominations of
U.S.$1,000 and integral multiples thereof. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the fifteenth day
(whether or not a Business Day) next preceding such 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 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 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.
Payment of interest and the amounts payable or deliverable, as the case
may be, upon exchange, redemption or at maturity (as described below) with
respect to this Note shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. The Company
shall, or shall cause the Calculation Agent to, deliver U.S. Dollars (or AT&T
Common Stock, or other securities, if any, if the Holder of this Note
exercises its Exchange Right (as defined below)) to the Trustee for delivery
to the Holder of this Note in respect of such payments.
The Company may redeem all of the Notes, at any time, on any Business Day
after July , 2002, upon not more than 30 nor fewer than 15 calendar days
notice to the Holders of the Notes. Any date upon which the Company gives the
Holders of the Notes notice that it is redeeming the Notes is referred to
herein as the "Redemption Notice Date". If the Company redeems the Notes, for
each $1,000 principal amount of Notes owned by a Holder of the Notes, the
Company shall pay such an amount in U.S. dollars equal to the greater of: (i)
the product of the Exchange Ratio multiplied by the average Market Price of
AT&T Common Stock for the five Trading Days immediately following the
applicable Redemption Notice Date; provided, however, that if the amount the
Holder receives is based upon the foregoing formula, no interest shall accrue
on the Notes from and including the immediately preceding Interest Payment
Date through the date of redemption; or (ii) $1,000 plus accrued and unpaid
interest through but excluding the date of redemption. If the Company redeems
the Notes, the Holder is precluded as of the Redemption Notice Date from
exercising its exchange right.
On any Trading Day during the period beginning July , 1999 and ending the
earlier of (i) 15 scheduled Trading Days before the Maturity Date or (ii) the
Redemption Notice Date, upon written notice to the Calculation Agent and the
Trustee (in the form of Annex A attached hereto), the Holder of this Note may
exchange the Notes for a number of shares of AT&T Common Stock equal to the
Exchange Ratio, subject to certain adjustments as described herein in
"Exchange Amount". Any date on which the Holder provides notice to cause the
Company to exchange the Notes is referred to as the "Exchange Notice Date". If
the Calculation Agent receives the Holder's notice after 3:00 p.m. on any
Trading Day, the Calculation Agent will consider such notice as received on
the following Trading Day. If the Holder chooses to exercise its Holder
exchange right, the company may no longer redeem the Notes as of the
applicable Exchange Notice Date. The "Exchange Amount" means, for each $1,000
principal amount of the Notes the Holder exchanges, a number of shares of AT&T
Common Stock equal to the Exchange Ratio on the Business Day following the day
the Calculation Agent receives written notice of the Holder's intention to
exchange his Notes; provided, however, no interest will accrue from and
including the immediately preceding Interest Payment Date through the date of
exchange. The Company will deliver such shares to the Holder on the applicable
settlement date; provided, however, that the Company will pay you cash in lieu
of delivering fractional shares in an amount as determined by the calculation
agent. Once the Holder has elected to cause the Company to exchange the Notes,
the Company is precluded as of the date of the Holder's notice from exercising
its option to redeem the Note.
As used herein:
"Business Day" means 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.
"Calculation Agent" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated. All determinations made by the Calculation Agent shall be at the
sole discretion of the Calculation Agent and, absent a manifest error, shall
be conclusive for all purposes and binding on the Company and beneficial
owners of the Notes.
"Exchange Ratio" means an amount equal to the product of multiplied by
the Share Multiplier.
"AT&T" means AT&T Corp., a Delaware corporation.
"AT&T Common Stock" means the common stock, of AT&T Corp.
"Market Disruption Event" means
(i) a suspension, absence (including the absence of an official closing
price) or material limitation of trading of AT&T Common Stock on the NYSE for
more than two hours of trading or during the one-half hour period preceding or
at the close of trading in such market; or the suspension or material
limitation on the primary market for trading in options contracts related to
AT&T Common Stock, if available, during the one-half hour period preceding or
at the close of trading in the applicable market, in each case as determined
by the Calculation Agent in its sole discretion; and
(ii) a determination by the Calculation Agent in its sole discretion that
the event described in clause (i) above materially interfered with the ability
of the Company or any of its affiliates to unwind all or a material portion of
the hedge with respect to the Notes or to purchase AT&T Common Stock for the
purpose of delivering the Exchange Amount.
For purposes of determining whether a Market Disruption Event has
occurred: (1) a limitation on the hours 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, (2) a decision to
permanently discontinue trading in the relevant options contract will not
constitute a Market Disruption Event, (3) limitations pursuant to any rule or
regulation enacted or promulgated by the NYSE (or other regulatory
organization with jurisdiction over the NYSE) on trading during significant
market fluctuations will constitute a suspension or material limitation of
trading in AT&T Common Stock, (4) a suspension of trading in an options
contract on AT&T Common Stock by the primary securities market trading in such
options, if available, by reason of (x) a price change exceeding limits set by
such securities exchange or market, (y) an imbalance of orders relating to
such contracts or (z) a disparity in bid and ask quotes relating to such
contracts will constitute a suspension or material limitation of trading in
options contracts related to AT&T Common Stock and (5) a suspension, absence
or material limitation of trading on the primary securities market on which
options contracts related to AT&T Common Stock are traded will not include any
time when such securities market is itself closed for trading under ordinary
circumstances.
If the Transaction Value includes securities other than AT&T Common
Stock, then the above definition shall be revised to include each such
security in the same manner as AT&T Common Stock is considered in determining
whether a Market Disruption Event exists. The definition of Market Disruption
Event shall only consider those securities included in determining the
Transaction Value, and thus if AT&T Common Stock is not included in the
determination of the Transaction Value, then AT&T Common Stock shall not be
considered in determining whether a Market Disruption Event exists.
"Market Price" means, for any date of determination, the official closing
price, in the afternoon session, as applicable, of one share of AT&T Common
Stock as reported by the principal exchange on which AT&T Common Stock is
traded on such date. If the official closing price is not available for any
reason, including, without limitation, the occurrence of a Market Disruption
Event, the Market Price for the security for any date shall be the mean, as
determined by the Calculation Agent, of the bid prices for the security
obtained from as many dealers in the security, but not exceeding three, as
will make the bid prices available to the Calculation Agent after 3:00 p.m.,
local time in such principal market, on such date.
"NYSE" means the New York Stock Exchange.
"Share Multiplier" initially means 1.0, but shall be subject to
adjustment by the Calculation Agent, as provided herein, through and including
the Maturity Date.
"Trading Day" means a day on which the NYSE, the American Stock Exchange
and the Nasdaq Stock Market are open for trading, as determined by the
Calculation Agent.
Dilution and Reorganization Adjustments
The Share Multiplier used to calculate the Exchange Ratio on any date of
determination is subject to adjustment by the Calculation Agent as a result of
the dilution and reorganization adjustments described below.
1. If AT&T Common Stock is subject to a stock split or reverse stock
split, then once such split has become effective, the Share Multiplier shall
be adjusted to equal the product of the prior Share Multiplier and the number
of shares which a holder of one share of AT&T Common Stock, prior to the
effective date of such stock split or reverse stock split, would have owned or
been entitled to receive immediately following such effective date.
2. If AT&T Common Stock is subject to a stock dividend (i.e., issuance of
additional shares of AT&T Common Stock) that is given ratably to all holders
of shares of AT&T Common Stock, then once such shares are trading ex-dividend,
the Share Multiplier will be adjusted so that the new Share Multiplier shall
equal the prior Share Multiplier plus the product of: (a) the number of shares
of AT&T Common Stock issued with respect to one share of AT&T Common Stock
multiplied by (b) the prior Share Multiplier.
3. There will be no adjustments to the Share Multiplier to reflect cash
dividends or distributions paid, if any, with respect to AT&T Common Stock
other than distributions described under clause (e) of paragraph 5 below and
Extraordinary Dividends as described below. An "Extraordinary Dividend" means,
with respect to a cash dividend or other distribution with respect to AT&T
Common Stock to the extent such dividend or other distribution exceeds the
immediately preceding non-Extraordinary Dividend for AT&T Common Stock by an
amount equal to at least 10% of the Market Price of AT&T Common Stock on the
Trading Day preceding the ex-dividend date with respect to such Extraordinary
Dividend (the "ex-dividend date"). If an Extraordinary Dividend occurs with
respect to AT&T Common Stock, the Share Multiplier will be adjusted on the
ex-dividend date with respect to such Extraordinary Dividend so that the new
Share Multiplier will equal the product of: (a) the then current Share
Multiplier multiplied by (b) a fraction, the numerator of which is the closing
price per share of AT&T Common Stock on the Trading Day preceding the
ex-dividend date, and the denominator of which is the amount by which the
closing price on the Trading Day preceding the ex-dividend date exceeds the
Extraordinary Dividend Amount. The "Extraordinary Dividend Amount" with
respect to an Extraordinary Dividend for AT&T Common Stock will equal: (1) in
the case of cash dividends or other distributions that constitute quarterly
dividends, the amount per share of such Extraordinary Dividend minus the
amount per share of the immediately preceding non-Extraordinary Dividend, or
(2) in the case of cash dividends or other distributions that do not
constitute quarterly dividends, the amount per share of such Extraordinary
Dividend. To the extent an Extraordinary Dividend is not paid in cash, the
value of the non-cash component will be determined by the Calculation Agent,
whose determination shall be conclusive. A distribution on AT&T Common Stock
described in clause (e) of paragraph 5 below that also constitutes an
Extraordinary Dividend shall cause an adjustment to the Share Multiplier
pursuant only to clause (3) of paragraph 5 below.
4. If AT&T issues transferable rights or warrants to all holders of AT&T
Common Stock to subscribe for or purchase AT&T Common Stock, including new or
existing rights to purchase AT&T Common Stock pursuant to a shareholder's
rights plan or arrangement, once a triggering event shall have occurred
thereunder, at an exercise price per share less than the closing price of one
share of AT&T Common Stock on: (a) the date the exercise price of such rights
or warrants is determined and (b) the expiration date of such rights or
warrants, then, in each case, if the expiration date of such rights or
warrants precedes the maturity date, then the Share Multiplier will be
adjusted to equal the product of the prior Share Multiplier and a fraction,
the numerator of which shall be the number of shares of AT&T Common Stock
outstanding immediately prior to such issuance plus the number of additional
shares of AT&T Common Stock offered for subscription or purchase pursuant to
such rights or warrants and the denominator of which shall be the number of
shares of AT&T Common Stock outstanding immediately prior to such issuance
plus the number of additional shares of AT&T Common Stock which the aggregate
offering price of the total number of shares of AT&T Common Stock so offered
for subscription or purchase pursuant to such rights or warrants would
purchase at the closing price of one share of AT&T Common Stock on the
expiration date of such rights or warrants, which shall be determined by
multiplying such total number of shares offered by the exercise price of such
rights or warrants and dividing the product so obtained by such closing price.
5. If before the maturity date of the notes, (a) there occurs any
reclassification or change of AT&T Common Stock, (b) AT&T, or any surviving
entity or subsequent surviving entity of AT&T (a "Successor Entity"), has been
subject to a merger, combination or consolidation and is not the surviving
entity, (c) any statutory exchange of securities of AT&T or any Successor
Entity with another corporation occurs, other than pursuant to clause (b)
above, (d) AT&T is liquidated, (e) AT&T issues to all of its shareholders
equity securities of an issuer other than AT&T, other than in a transaction
described in clauses (b), (c) or (d) above (a "Spin-off Event"), or (f) a
tender or exchange offer is consummated for all the outstanding shares of AT&T
(any such event in clauses (a) through (f) a "Reorganization Event"), the
Market Price shall be equal to the Reorganization Event Value. The
"Reorganization Event Value" shall be determined by the Calculation Agent and
shall equal (i) the Transaction Value related to the relevant Reorganization
Event, plus (ii) in the event described in clause (1) below only, interest on
such Transaction Value accruing from the date of the payment or delivery of
the consideration, if any, received in connection with such Reorganization
Event until the stated maturity date or upon earlier redemption or exchange at
a fixed interest rate determined on the date of such payment or delivery equal
to the interest rate that would be paid on a standard senior non-callable debt
security of the Company with a term equal to the remaining term of the notes.
"Transaction Value" means the sum of the following: (1) for any cash received
in any such Reorganization Event, an amount equal to the amount of cash
received per share of AT&T Common Stock multiplied by the Share Multiplier in
effect on the date all of the holders of shares of AT&T Common Stock have
agreed or have become irrevocably obligated to exchange such shares, (2) for
any property other than cash or securities received in any such Reorganization
Event, the market value, as determined by the Calculation Agent, of such
property received for each share of AT&T Common Stock at the date of the
receipt of such property multiplied by the then current Share Multiplier, (3)
for any security received in any such Reorganization Event, an amount equal to
the average Market Price per share of such security for the five scheduled
Trading Days ending on and including the third scheduled Trading Day
immediately prior to the maturity date or date of early redemption, as the
case may be, multiplied by the quantity of such security received for each
share of AT&T Common Stock multiplied by the then current Share Multiplier and
(4) for any security received in the case of a Spin-off Event, in addition to
the shares of AT&T Common Stock, an amount equal to the average Market Price
per share of such security for the five scheduled Trading Days ending on and
including the third scheduled Trading Day immediately prior to the maturity
date or date of early redemption, as the case may be, multiplied by the
quantity of such security received for each share of AT&T Common Stock
multiplied by the then current Share Multiplier. The Share Multiplier with
respect to any such securities shall equal the product of the Share Multiplier
in effect for AT&T Common Stock at the time of the issuance of such securities
multiplied by the number of shares of such securities issued with respect to
one share of AT&T Common Stock. The Share Multiplier of any such securities
will be subject to the same adjustments as that of the Share Multiplier of
AT&T Common Stock. "Exchange Property" means the securities, cash or any other
assets distributed in any such Reorganization Event, including, in the case of
a Spin-off Event, the share of AT&T Common Stock with respect to which the
spun-off security was issued.
For purposes of paragraph 5 above, in the case of a consummated tender or
exchange offer for all Exchange Property of a particular type, Exchange
Property shall be deemed to include the amount of cash or other property paid
by the offeror in the tender or exchange offer with respect to such Exchange
Property, in an amount determined on the basis of the rate of exchange in such
tender or exchange offer. In the event of a tender or exchange offer with
respect to Exchange Property in which an offeree may elect to receive cash or
other property, Exchange Property shall be deemed to include the kind and
amount of cash and other property received by offerees who elect to receive
cash.
Notwithstanding anything to the contrary in this Note, if the Holder
elects to exchange the Notes, the Exchange Amount will be adjusted in the
following manner: (1) In the case of a Spin-off Event, the Exchange Amount
shall be calculated so as to include any securities received in any such
Spin-off Event in addition to the shares of AT&T Common Stock already included
in the Exchange Amount. The Share Multiplier with respect to any such
securities shall equal the product of the Share Multiplier in effect for AT&T
Common Stock at the time of the issuance of such securities multiplied by the
number of shares of such securities issued with respect to one share of AT&T
Common Stock. The Share Multiplier of any such securities will be subject to
the same adjustments as that of the Share Multiplier of AT&T Common Stock, and
(2) If AT&T, or any Successor Entity, has been subject to a merger,
combination or consolidation and is not the surviving entity, or a tender or
exchange offer is consummated for all the outstanding shares of AT&T, then the
Exchange Amount shall be calculated to include securities, if any, received in
any such event instead of AT&T Common Stock. The Share Multiplier with respect
to any such securities shall equal the product of the Share Multiplier in
effect for AT&T Common Stock at the time of the issuance of such securities
multiplied by the number of shares of such securities issued with respect to
one share of AT&T Common Stock. The Share Multiplier of any such securities
will be subject to the same adjustments as that of the Share Multiplier of
AT&T Common Stock.
No adjustments to the Share Multiplier will be required unless such Share
Multiplier adjustment would require a change of at least 0.1% in the Share
Multiplier then in effect. The Share Multiplier resulting from any of the
adjustments specified above will be rounded to the nearest one thousandth with
five ten-thousandths being rounded upward.
No adjustments to the Share Multiplier will be required other than those
specified above. However, the Company may, at its sole discretion, cause the
Calculation Agent to make additional adjustments to the Share Multiplier to
reflect changes occurring in relation to AT&T Common Stock or any other
Exchange Property in other circumstances where the Company determines that it
is appropriate to reflect such changes. The required adjustments specified
above do not cover all events that could affect the closing price of AT&T
Common Stock, including, without limitation, a partial tender or exchange
offer for AT&T Common Stock.
The Calculation Agent shall be solely responsible for the determination
and calculation of any adjustments to the Share Multiplier and of any related
determinations and calculations with respect to any distributions of stock,
other securities or other property or assets, including cash, in connection
with any corporate event described above, and its determinations and
calculations with respect thereto shall be conclusive absent manifest error.
All percentages resulting from any calculation on the Notes will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)) and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
with one-half cent being rounded upwards.
No adjustments shall be made for certain other events, such as offerings
of AT&T Common Stock by AT&T for cash or in connection with acquisitions or
the occurrence of a partial tender or exchange offer for AT&T Common Stock by
AT&T or any third party.
The Company shall, within ten Business Days following the occurrence of
an event that requires an adjustment to the Share Multiplier, or if the
Company is not aware of such occurrence, as soon as practicable after becoming
so aware, provide written notice to the Trustee, which shall provide notice to
the holders of the notes of the occurrence of such event and, if applicable, a
statement in reasonable detail setting forth the adjusted Share Multiplier.
General
Unless the certificate of authentication hereon has been executed by or
on behalf of The Chase Manhattan Bank, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company
and The Chase Manhattan Bank, as trustee (herein called 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 Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise as provided in the
Indenture.
The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. References to payment "per Note" refer to each $1,000
principal amount of this Note. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same. If (x) the 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 Note shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Notes, this Note
shall be exchangeable for Notes in definitive form of like tenor and of an
equal aggregate principal amount, in authorized denominations. Such definitive
Notes shall be registered in such name or names as the Depository shall
instruct the Trustee. If definitive Notes are so delivered, the Company may
make such changes to the form of this Note as are necessary or appropriate to
allow for the issuance of such definitive Notes.
This Note is not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture; provided, however, that in case an Event of Default with respect to
any Notes shall have occurred and be continuing, the amount payable to a
beneficial owner of a Note upon any acceleration permitted by the Notes will
be determined by the Calculation Agent and will be equal to the principal
amount of the Note plus accrued but unpaid interest thereon to but excluding
the date of early repayment, if applicable, calculated as though the date of
early repayment were the stated maturity date of the Notes.
In case of default in payment of the Notes (whether at their stated
maturity or upon acceleration), from and after the maturity date the Notes
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 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 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 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 the 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any 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 Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the interest on, and such amounts as are
payable upon redemption or exchange or at maturity (as described above) with
respect to, this Note 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 face hereof, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this 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 Notes of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
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 other governmental charge payable in connection therewith.
Prior to due presentment of this 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 Note is registered as the owner hereof for all
purposes, whether or not this 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 Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: July , 1999
<TABLE>
<CAPTION>
<S> <C> <C>
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series designated therein [Copy of Seal]
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
</TABLE>
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXERCISE OF HOLDER'S EXCHANGE RIGHT
% Callable and Exchangeable Medium-Term Notes due July , 2006
(Linked to the performance of the Common Stock of AT&T Corp.)
Dated: [On or prior to the fifteenth scheduled Trading Day prior to July
, 2006]
Merrill Lynch & Co., Inc.
World Financial Center
South Tower, 5th Floor
New York, New York 10080-6105
Fax No.: (212) 236-3865
(Attn: Treasury)
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Calculation Agent
World Financial Center
North Tower, 5th Floor
New York, New York 10281-1305
Fax No.: (212) 449-2697
(Attn: Operations (Matthew Pomeranz))
The Chase Manhattan Bank
450 West 33rd Street
15th Floor
New York, New York 10001
Fax No.: (212) 946-8161
(Attn: Corporate Trust Department)
Dear Sirs:
The undersigned holder of the % Callable and Exchangeable Medium-Term
Notes due July , 2006 of Merrill Lynch & Co., Inc. (Linked to the performance
of AT&T Corp. Common Stock) (the "Notes") hereby irrevocably elects to
exercise with respect to the number of Notes indicated below, as of the date
hereof, provided that such day is prior to the fifteenth scheduled Trading Day
prior to July , 2006, the Holder's Exchange Right as described in Pricing
Supplement dated July 13, 1999 (the "Pricing Supplement") to the Prospectus
Supplement dated May 6, 1999 and the Prospectus dated May 6, 1999. Capitalized
terms not defined herein have the meanings given to such terms in the Pricing
Supplement. Please date and acknowledge receipt of this notice in the place
provided below on the date of receipt, and fax a copy to the fax number
indicated, whereupon the Company will deliver AT&T Stock, in accordance with
the terms of the Notes described in the Pricing Supplement.
Very truly yours,
-----------------------------
[Name of Holder]
By:_________________________________________
[Title]
---------------------------------------------
[Fax No.]
$
-------------------------------------------
Number of Notes surrendered for exercise of the Right to Receive the
Equivalent Share Amount
If you want AT&T Stock made out in another person's name, fill in the
form:
-----------------------------
(Insert person's soc. sec. or tax ID no.)
-----------------------------
(Print or type person's name, address and zip code)
-----------------------------
Date: _______________________________
Your Signature:______________________________________
<PAGE>
Receipt of the above Official
Notice of Holder's Exchange Right is hereby acknowledged
MERRILL LYNCH & CO., INC., as Issuer
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Calculation Agent
By THE CHASE MANHATTAN BANK,
as Trustee
By:_________________________________________________
Title:
Date and time of acknowledgment ____________________
<PAGE>
ASSIGNMENT/TRANSFER FORM
- ------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________ attorney to transfer said Note on the books
of the Company with full power of substitution in the premises.
Dated: _____________________
NOTICE: The signature of the
registered Holder to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatsoever.
