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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Merrill Lynch & Co., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-2740599
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
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(Address of principal executive offices) (Zip Code)
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<S> <C>
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is
Exchange Act and is effective pursuant effective pursuant to General
to General Instruction A.(c), please Instruction A.(d), please check the
check the following box. [X] following box. [ ]
Securities Act registration statement file number to which this form relates: 333-68747
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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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Energy Select Sector SPDR(R) Fund Market Index
Target-Term Securities(R) due September , 2006 American Stock Exchange
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" and "MITTS" are registered service marks
owned by Merrill Lynch & Co., Inc.
"SPDRs", Select Sector SPDR", "Select Sector SPDRs" and Select Sector Standard &
Poor's Depositary Receipts" are trademarks 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 Energy
Select Sector SPDR(R) Fund Market Index Target-Term Securities ("MITTS(R)") due
September , 2006 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set
forth in the Preliminary Prospectus Supplement dated August 6, 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 August 6, 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.
* 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: September 14, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED September 14, 1999
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INDEX TO EXHIBITS
-----------------
Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
August 6, 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 348 (Each Unit representing $10 principal
amount of MITTS Securities)
MERRILL LYNCH & CO., INC.
Energy Select Sector SPDR(R) Fund Market Index Target-Term Securities(R)
due September __, 2006
("MITTS(R) Securities")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter
referred to as the "Company", which term includes any successor corporation
under the Indenture herein referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of _________________
MILLION DOLLARS ($__,000,000) (the "Principal Amount") plus the Supplemental
Redemption Amount, as defined below, on September __, 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 Energy Select Sector SPDR
Fund Market Index Target-Term Securities due September __, 2006.
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At maturity, a beneficial owner of a MITTS Security will be entitled
to receive the number of shares of the Energy Select Sector SPDR Fund (the
"Energy SPDR Fund") (or cash with an equal value) equal in value (determined
based on the Ending Value (as defined below)) to 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 (as defined
below), a Holder of a MITTS Security will be entitled to receive only the number
of shares of the Energy SPDR Fund (or cash with an equal value) equal in value
(determined based on the Ending Value) to the Principal Amount of such MITTS
Security.
If the Company chooses to deliver shares of the Energy SPDR Funds to
the holders hereof at the Stated Maturity, the Company or one of its affiliates
will deliver such shares that are then newly issued by the Energy SPDR Fund.
The Company may, at its option, in lieu of delivering shares of the
Energy SPDR Fund, pay cash in an amount equal to the sum of the Principal Amount
of the MITTS Securities and the Supplemental Redemption Amount, if any. In
addition, if at any time Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S") ceases to be a soliciting dealer in the shares of the Energy SPDR
Fund, the Company will pay the amount due to the holders of the MITTS Securities
in cash instead of shares.
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 (as defined below)
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 of the Energy
SPDR Fund on each of such Calculation Day, 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 will equal 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.
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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.
"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.
The "Calculation Period" means the period from and including the
seventh scheduled Trading Day prior to the maturity to and including the second
scheduled Trading Day prior to maturity.
A "Calculation Day" means any Trading Day on which a Market Disruption
Event has not occurred.
A "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.
Fractional Shares
No fractional shares of the Energy SPDR Fund will be distributed by
the Company at maturity. In the event the Company elects to pay holders of the
MITTS Securities in shares of the Energy SPDR Fund, all amounts due to any
holder of the MITTS Securities in respect of the total number of units held by
such holder will be aggregated, and in lieu of delivering any fractional share
to such holder, such holder will receive the cash value of such fractional share
based on the Ending Value.
Adjustments to the Energy SPDR Fund; 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 Adjusted Ending Value
and 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, 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;
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(b) the suspension or material limitation on trading, 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, (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 New York Stock Exchange ("NYSE") or (2) suspends the creation or
redemption of shares of the Energy SPDR Fund.
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 Securities and Exchange Commission of similar
scope as determined by the Calculation Agent, will be considered "material".
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 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
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comparable to the Energy Select Sector Index, and, upon the Calculation Agent's
notification of such determination to the Trustee and the Company, 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, the Company 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, the Company shall cause notice thereof to be given to holders of the
MITTS Securities.
If S&P discontinues publication of the Standard & Poor's 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.
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
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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.
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 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
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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.
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.
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, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 20, 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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