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.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2740599
------------ ------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4 World Financial Center
New York, New York 10080
---------------------------- ---------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. |X| box. |_|
Securities Act registration statement file number to which this form
relates: 333-38792
---------
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
------------------- ------------------------------
Medium-Term Notes, Series B American Stock Exchange
2% Callable and Exchangeable
Stock-Linked Notes due July 26, 2005
(Linked to the performance of the
common stock of Johnson & Johnson)
Securities to be registered pursuant to Section 12(g) of the Act:
None
------------------------------------------------------------------------------
(Title of class)
<PAGE>
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 2% Callable and Exchangeable Stock-Linked Notes due July 26,
2005 (Linked to the performance of the common stock of Johnson & Johnson) to
be issued by Merrill Lynch & Co., Inc. set forth in the Pricing Supplement
dated July 19, 2000, the Prospectus Supplement dated June 16, 2000 and
Prospectus dated June 15, 2000, attached hereto as Exhibit 99(a), are hereby
incorporated by reference.
Item 2. Exhibits.
99(a) Pricing Supplement dated July 19, 2000, Prospectus Supplement dated
June 16, 2000 and Prospectus dated June 15, 2000 (incorporated
herein by reference to the Registrant's filing pursuant to Rule
424(b)).
99(b) Form of Note for Medium-Term Notes, Series B 2% Callable and
Exchangeable Stock-Linked Notes due July 26, 2005 (Linked to the
performance of the common stock of Johnson & Johnson).
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).
<PAGE>
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
---------------------------
Andrea L. Dulberg
Secretary
Dated: July 21, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
----------- --------
99(a) Pricing Supplement dated July 19, 2000, Prospectus
Supplement dated June 16, 2000 and Prospectus dated
June 15, 2000 (incorporated herein by reference to
the Registrant's filing pursuant to Rule 424(b)).
99(b) Form of Note for Medium-Term Notes, Series B 2% Callable
and Exchangeable Stock-Linked Notes due July 26, 2005
(Linked to the performance of the common stock of
Johnson & Johnson).
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).
<PAGE>
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 A40 $70,000,000
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
2% Callable and Exchangeable Notes due July 26, 2005 (Linked to the
performance of the common stock of Johnson & Johnson) (the "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 26, 2005 (the "Maturity Date") by
delivering to CEDE & CO., or registered assigns with respect to the principal
amount hereof, SEVENTY MILLION DOLLARS ($70,000,000), an amount equal to the
greater of (i) the product of (a) the exchange ratio and (b) the average
Market Price of the Johnson & Johnson Common Stock during the first five
Calculation Days during the Calculation Period; (provided, however, that if
the delivery on the Maturity Date is based on the foregoing formula, no
interest shall accrue on the Notes from and including January 26, 2005 through
the Maturity Date) or (ii) $1,000 in cash 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 26, 2000, or from the most
recent date in respect of which interest has been paid or duly provided for,
semiannually in arrears on January 26 and July 26, in each year (each an
"Interest Payment Date"), commencing January 26, 2001, at the rate of 2% per
annum (the "Interest Rate"), until the principal amount is paid or duly made
available for payment. However, if there are fewer than five Calculation Days
in the Calculation Period with respect to the Johnson & Johnson Common Stock,
then the amount payable at maturity shall be calculated using the average,
arithmetic mean, of the Market Prices of Johnson & Johnson Common Stock on
those Calculation Days, and if there is only one Calculation Day, then the
amount payable at maturity shall be calculated using the Market Price of
Johnson & Johnson Common Stock on such Calculation Day. If no Calculation Days
occur during the Calculation Period with respect to Johnson & Johnson Common
Stock, then the amount payable at maturity shall be calculated using the
Market Price of Johnson & Johnson Common Stock determined on the last
scheduled Calculation Day in the Calculation Period, regardless of the
occurrence of a Market Disruption Event on that day. "Calculation Period"
means the period from and including the seventh scheduled Calculation Day
immediately prior to the Maturity Date to and including the third scheduled
Calculation Day prior to the Maturity Date. "Calculation Day" means, with
respect to Johnson & Johnson Common Stock, any Trading Day during the
Calculation Period on which a Market Disruption Event has not occurred. If the
value of (i) above is less than (ii) above, the Company will deliver to the
Holder at maturity the number of shares of Johnson & Johnson common stock
equal to the exchange ratio for Johnson & Johnson common stock, and, if
certain reorganization events described herein have occurred, other securities
and/or cash, as applicable, received as a result of such reorganization events
equal to the respective exchange ratio for each such unit; provided, however,
that the Company will pay the Holder cash in lieu of delivering fractional
shares, in an amount as determined by the Calculation Agent, and provided,
further, that if in the opinion of the Calculation Agent there occurs no
Calculation Day during the Calculation Period, then at maturity the Company
will have the option, but not the obligation, to pay the Holder the U.S.
dollar equivalent of the amount deliverable at maturity as determined by the
Calculation Agent according to the formula set forth above. 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, pay U.S. Dollars (or deliver
the Johnson & Johnson Common Stock, or other securities, if any, if the Holder
of this Note exercises its exchange right (as defined below) or the amount due
at maturity is satisfied in shares of the Johnson & Johnson Common Stock) to
the Trustee for delivery to the Holder of this Note in respect of such
payments or deliveries.
The Company may redeem all of the Notes, at any time, on any Business Day
after July 26, 2003, 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". Unless the Holder has exchanged Notes
prior to July 26, 2003, the Holder will receive interest through and including
July 26, 2003 regardless of whether we redeem all of the Notes after July 26,
2003. If the Company redeems the Notes, for each $1,000 principal amount of
Notes owned by a Holder of the Notes, the Company shall deliver or pay such an
amount equal to the greater of: (i) the product of the exchange ratio and the
average Market Price of the Johnson & Johnson Common Stock during the first
five scheduled Trading Days following the applicable Redemption Notice Date;
provided, however: that if a Market Disruption Event occurs on any one of the
five Trading Days following the applicable Redemption Notice Date, then the
amount payable upon early redemption shall be calculated using the average,
arithmetic mean, of the Market Prices of Johnson & Johnson Common Stock on
those Trading Days, and if there is only one Trading Day, then the amount
payable upon early redemption shall be calculated using the Market Price of
Johnson & Johnson Common Stock on such Trading Day. If there is a Market
Disruption Event on each of the five Trading Days following the applicable
redemption notice date, then the amount payable upon early redemption shall be
calculated using the Market Price of Johnson & Johnson Common Stock determined
on the fifth Trading Day following the applicable redemption notice date,
regardless of the occurrence of a Market Disruption Event on that date; and
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 early redemption; or (ii)
$1,000 in cash plus accrued and unpaid interest through but excluding the date
of early redemption. If the value of (i) above is greater than (ii) above on
the Trading Day following the applicable Redemption Notice Date, the Company
deliver to the Holder on the applicable settlement date the number of shares
of Johnson & Johnson common stock equal to the exchange ratio for Johnson &
Johnson common stock, and, if certain reorganization events described herein
have occurred, other securities and/or cash, as applicable, received as a
result of such reorganization events equal to the respective exchange ratio
for each such unit; provided, however, that the Company will pay the Holder
cash in lieu of delivering fractional shares, in an amount as determined by
the Calculation Agent, and provided, further, that if in the opinion of the
Calculation Agent there occurs a Market Disruption Event on each of the first
five scheduled Trading Days following the applicable Redemption Notice Date,
then upon early redemption, the Company will have the option, but not the
obligation, to pay the Holder the U.S. dollar equivalent of the amount
deliverable upon redemption as determined by the Calculation Agent according
to the formula set forth above. Alternatively, if the value of (ii) above is
greater than (i) above, the Company will pay the Holder the value of (ii) in
U.S. dollars. In the event of certain reorganization events, the amount
payable to the Holder may be adjusted to include certain cash and/or
securities in addition to, or in lieu of, the shares of Johnson & Johnson
common stock. Once the Company has given notice that we are going to redeem
the notes, the Holder is precluded from exercising the holder exchange right.
On any Trading Day during the period beginning July 26, 2000 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 the "Exchange Amount" (as defined herein). 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. The date the Calculation Agent is deemed to have received the
Holder's notice is referred to as the "Exchange Receipt Date" 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 the Johnson & Johnson Common Stock equal to
the exchange ratio for Johnson & Johnson common stock, and, if certain
reorganization events described herein have occurred, other securities and/or
cash, as applicable, received as a result of such reorganization events, equal
to the respective exchange ratio for each such unit on the first Trading Day
following the Exchange Receipt Date; provided, however, that the Holder will
not receive accrued interest from and including the immediately preceding
interest payment date through the date of exchange. The Company will deliver
these shares, other securities and/or cash to the Holder no more than 15
calendar days after the Exchange Receipt Date; provided, however, that we will
pay you cash in lieu of delivering fractional shares, in an amount as
determined by the Calculation Agent. However, if a Market Disruption Event
occurs on the first Trading Day following the applicable Exchange Receipt
Date, the date of determination for the Exchange Amount will be the second
Trading Day following the applicable Exchange Receipt date unless a Market
Disruption Event occurs on such second Trading Day, in which case the date of
determination for the Exchange Amount shall be the third Trading Day following
the applicable Exchange Receipt Date regardless of whether a Market Disruption
Event occurs on such date; provided, further, that if in the opinion of the
Calculation Agent there occurs a Market Disruption Event on the third Trading
Day following the applicable Exchange Receipt Date, then upon exchange, we
will have the option, but not the obligation, to pay you the U.S. dollar
equivalent of the Exchange Amount as determined by the Calculation Agent.
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 ("MLPF&S"). 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" is equal to the product of 8.6395 and the share
multiplier.
"Market Disruption Event" means
(1) a suspension, absence, including the absence of an official closing
price, or material limitation of trading of Johnson & Johnson
common stock on the NYSE or the Nasdaq Stock Market for more than
two hours of trading or during the one-half hour period preceding
or at the close of trading, as determined by the calculation agent
in its sole discretion; or the suspension or material limitation on
the primary market for trading in options contracts related to
Johnson & Johnson 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
(2) a determination by the calculation agent in its sole discretion
that the event described in clause (1) above materially interfered
with the ability of ML&Co. or any of its affiliates or MLPF&S to
unwind all or a material portion of the hedge with respect to the
notes or to purchase shares of Johnson & Johnson common stock for
the purpose of delivering either the Exchange Amount, an amount due
upon early redemption or an amount at maturity.
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 the Nasdaq Stock Market or other
regulatory organization with jurisdiction over the NYSE or the
Nasdaq Stock Market on trading during significant market
fluctuations will constitute a suspension or material limitation of
trading in Johnson & Johnson common stock,
(4) a suspension of trading in an options contract on Johnson & Johnson
common stock by the primary securities market trading in the
options, if available, by reason of:
o a price change exceeding limits set by the securities exchange or market
o an imbalance of orders relating to the contracts or
o a disparity in bid and ask quotes relating to the contracts will
constitute a suspension or material limitation of trading in options
contracts related to Johnson & Johnson common stock, and
(5) a suspension, absence or material limitation of trading on the
primary securities market on which options contracts related to
Johnson & Johnson common stock are traded will not include any time
when that securities market is itself closed for trading under
ordinary circumstances.
If the Reorganization Event Amount includes securities other than Johnson
& Johnson common stock, then the above definition shall be revised to include
each such security in the same manner as Johnson & Johnson common stock is
considered in determining whether a Market Disruption Event exists.
"Market Price" means, for any date of determination on any Trading Day,
the official closing price, in the afternoon session, as applicable, of one
share of Johnson & Johnson Common Stock as reported by the principal exchange
on which Johnson & Johnson 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
Johnson & Johnson Common Stock for any date shall be the arithmetic 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, 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 in this section.
Stock splits and reverse stock splits
If Johnson & Johnson common stock is subject to a stock split or reverse
stock split, then once any split has become effective, the share multiplier
relating to Johnson & Johnson common stock will be adjusted to equal the
product of the prior share multiplier and the number of shares which a holder
of one share of common stock of Johnson & Johnson before the effective date of
that stock split or reverse stock split would have owned or been entitled to
receive immediately following the applicable effective date.
Stock dividends
If Johnson & Johnson common stock is subject to a stock dividend, i.e.,
issuance of additional shares of Johnson & Johnson common stock, that is given
ratably to all holders of shares of Johnson & Johnson common stock, then once
the 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:
o the number of shares of Johnson & Johnson common stock issued with respect
to one share of Johnson & Johnson common stock, multiplied by
o the prior share multiplier.
Extraordinary Dividends
There will be no adjustments to the share multiplier to reflect cash
dividends or distributions paid, if any, with respect to Johnson & Johnson
common stock other than distributions described under clause (e) of the
section entitled "--Reorganization Events" below and Extraordinary Dividends
as described below.
An "Extraordinary Dividend" means, with respect to a cash dividend or
other distribution with respect to Johnson & Johnson common stock, the extent
to which a dividend or other distribution exceeds the immediately preceding
non-Extraordinary Dividend for Johnson & Johnson common stock by an amount
equal to at least 10% of the market price of Johnson & Johnson common stock on
the Trading Day preceding the ex-dividend date with respect to the
Extraordinary Dividend (the "ex-dividend date"). If an Extraordinary Dividend
occurs with respect to Johnson & Johnson common stock, the share multiplier
will be adjusted on the ex-dividend date with respect to the Extraordinary
Dividend so that the new share multiplier will equal the product of:
o the then-current share multiplier, multiplied by
o a fraction, the numerator of which is the closing price per share of
Johnson & Johnson 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 Johnson & Johnson common stock will equal:
o in the case of cash dividends or other distributions that constitute
quarterly dividends, the amount per share of that Extraordinary Dividend
minus the amount per share of the immediately preceding non-Extraordinary
Dividend, or
o in the case of cash dividends or other distributions that do not
constitute quarterly dividends, the amount per share of that 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 Johnson & Johnson common
stock described in clause (e) of the section entitled "--Reorganization
Events" below that also constitutes an Extraordinary Dividend shall cause an
adjustment to the share multiplier pursuant only to clause (e) under the
section entitled "--Reorganization Events".
Issuance of transferable rights or warrants
If Johnson & Johnson issues transferable rights or warrants to all
holders of Johnson & Johnson common stock to subscribe for or purchase Johnson
& Johnson common stock, including new or existing rights to purchase Johnson &
Johnson 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 Johnson & Johnson common
stock on:
o the date the exercise price of those rights or warrants is determined and
o the expiration date of those rights or warrants,
then, in each case, if the expiration date of those 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 Johnson & Johnson common stock
outstanding immediately prior to the issuance plus the number of additional
shares of Johnson & Johnson common stock offered for subscription or purchase
pursuant to those rights or warrants and the denominator of which shall be the
number of shares of Johnson & Johnson common stock outstanding immediately
prior to the issuance plus the number of additional shares of Johnson &
Johnson common stock which the aggregate offering price of the total number of
shares of Johnson & Johnson common stock so offered for subscription or
purchase pursuant to those rights or warrants would purchase at the closing
price of one share of Johnson & Johnson common stock on the expiration date of
those rights or warrants, which shall be determined by multiplying the total
number of shares offered by the exercise price of those rights or warrants and
dividing the product so obtained by the closing price.
Reorganization Events
If before the maturity date of the notes,
(a) there occurs any reclassification or change of Johnson & Johnson
common stock,
(b) Johnson & Johnson, or any surviving entity or subsequent surviving
entity of Johnson & Johnson (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 Johnson & Johnson or any
Successor Entity with another corporation occurs, other than pursuant
to clause (b) above,
(d) Johnson & Johnson is liquidated,
(e) Johnson & Johnson issues to all of its shareholders equity securities
of an issuer other than Johnson & Johnson, 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 Johnson & Johnson (an event in clauses (a) through (f) a
"Reorganization Event"),
then the Market Price shall be adjusted to include the Reorganization Event
Amount.
The "Reorganization Event Amount" shall be determined by the calculation
agent and shall equal for each $1,000 principal amount of notes the sum of the
following:
(1) for any cash received in a Reorganization Event, an amount equal
to the amount of cash received per share of Johnson & Johnson
common stock multiplied by the share multiplier in effect on the
date all of the holders of shares of Johnson & Johnson common
stock irrevocably receive such cash,
(2) for any property other than cash or securities received in a
Reorganization Event, the market value, as determined by the
calculation agent, of the property received for each share of
Johnson & Johnson common stock at the date of the receipt of the
property multiplied by the then current share multiplier and
payable in cash,
(3) for any security received in a Reorganization Event, an amount
equal to (a) the average market price for such security
calculated in the same manner as the average market price of the
common stock of Johnson & Johnson is calculated, multiplied by
(b) the number of units of such security received for each share
of common stock of Johnson & Johnson multiplied by the their
current share multiplier, the number of shares of such security
on the applicable date of determination for maturity, the date
of early redemption, or the exchange date, as the case may be,
equal to 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 Johnson & Johnson common stock, an
amount equal to (a) the average market price for such security
calculated in the same manner as the average market price of the
common stock of Johnson & Johnson is calculated, multiplied by
(b) the number of units of such security received for each share
of common stock of Johnson & Johnson multiplied by the their
current share multiplier,
If a security is received in a Reorganization Event, such security
shall be included in determining any amounts due or deliverable
pursuant to the notes in the same manner as shares of common stock
of Johnson & Johnson. The share multiplier with respect to these
securities shall equal the product of the share multiplier in effect
for Johnson & Johnson common stock at the time of the issuance of
these securities multiplied by the number of shares of these
securities issued with respect to one share of Johnson & Johnson
common stock. The share multiplier of these securities will be
subject to the same adjustments as that of the share multiplier of
Johnson & Johnson common stock. The amount to be delivered shall be
calculated so as to include any securities received in the Spin-off
Event in addition to the shares of Johnson & Johnson common stock
already included in the amount due at maturity or upon redemption or
exchange.
If we are required to deliver shares of common stock of Johnson & Johnson
to you, in addition to such shares we will also deliver for each $1,000
principal amount of the notes, the following:
(a) cash equal to the values calculated in (1) and (2) of the
Reorganization Event Amount above multiplied by the exchange ratio,
and
(b) for each security received in a Reorganization Event that is still
outstanding, a number of such securities equal to the share
multiplier applicable to such security multiplied by the exchange
ratio.
"Exchange Property" means the securities, cash or any other assets distributed
in a Reorganization Event, including, in the case of a Spin-off Event, the
share of Johnson & Johnson common stock with respect to which the spun-off
security was issued.
For purposes of this section, 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 for the Exchange Property, in
an amount determined on the basis of the rate of exchange in that 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.
If Johnson & Johnson, 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
Johnson & Johnson, then the amount to be delivered shall be calculated to
include securities, if any, received in that event instead of Johnson &
Johnson common stock. The share multiplier for these securities shall equal
the product of the share multiplier in effect for Johnson & Johnson common
stock at the time of the issuance of the securities multiplied by the number
of shares of the securities issued with respect to one share of Johnson &
Johnson common stock. The respective share multiplier for each of these
securities will be subject to the same adjustments as that of the share
multiplier of Johnson & Johnson common stock.
Adjustments to the share multiplier
No adjustments to the share multiplier will be required unless the 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, ML&Co. may, at its sole discretion, cause the
calculation agent to make additional adjustments to the share multiplier to
reflect changes occurring in relation to Johnson & Johnson common stock or any
other Exchange Property in other circumstances where ML&Co. determines that it
is appropriate to reflect those changes. The required adjustments specified
above do not cover all events that could affect the closing price of Johnson &
Johnson common stock, including, without limitation, a partial tender or
exchange offer for Johnson & Johnson common stock.
MLPF&S, as 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 shall be conclusive absent manifest error.
No adjustments will be made for certain other events, such as offerings
of common stock by Johnson & Johnson for cash or in connection with
acquisitions or the occurrence of a partial tender or exchange offer for the
common stock of Johnson & Johnson by Johnson & Johnson or any third party.
ML&Co. will, within ten Business Days following the occurrence of an
event that requires an adjustment to the share multiplier, or if ML&Co. is not
aware of this 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 this 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 26, 2000
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
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXERCISE OF HOLDER'S EXCHANGE RIGHT
2% Callable and Exchangeable Medium-Term Notes
due July 26, 2005 (Linked to the performance of the
common stock of Johnson & Johnson)
Dated: [On or prior to the fifteenth scheduled Trading Day prior
to July 26, 2005]
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 2% Callable and Exchangeable Medium-Term
Notes due July 26, 2005 of Merrill Lynch & Co., Inc. (Linked to the
performance of the common stock of Johnson & Johnson) (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 26, 2005, the Holder's Exchange Right as
described in Pricing Supplement dated July 19, 2000 (the "Pricing Supplement")
to the Prospectus Supplement dated June 16, 2000 and the Prospectus dated June
15, 2000. 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 a specified
number of common 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 the Johnson & Johnson Common 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.
