-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O4P2T3K/Jk0nuG9lv4GZfuCMa8XsNfHDlIho5Jfr90VWKH1RSOhRHOZemjJPkRSW tryxdeZNsLMWsgr4oQ0Ofg== 0000950130-97-004144.txt : 19970922 0000950130-97-004144.hdr.sgml : 19970922 ACCESSION NUMBER: 0000950130-97-004144 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970918 SROS: AMEX SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-07182 FILM NUMBER: 97682029 BUSINESS ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR N TOWER CITY: NEW YORK STATE: NY ZIP: 10281-1334 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR N TOWER CITY: NEW YORK STATE: NY ZIP: 10281-1334 8-A12B/A 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-A/A AMENDMENT NO. 1 TO 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.) World Financial Center North Tower 250 Vesey Street New York, New York 10281 ---------------------------- --------- (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 securities pursuant to Section Section 12(b) of the Exchange Act 12(g) of the Exchange Act and is effective pursuant and is effective pursuant to to General Instruction A.(c), General Instruction A.(d), please please check the following check the following box. [ ] box. [X] Securities Act registration statement file number to which this form relates: 333-28537 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 - ------------------- ------------------------------ S&P 500 Inflation Adjusted Market New York Stock Exchange Index Target-Term Securities(SM) due August __, 2007 Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------- (Title of class) SM "Market Index Target-Term Securities" is a service mark owned by Merrill Lynch & Co., Inc. Item 1. Description of Registrant's Notes to be Registered. -------------------------------------------------- The description of the general terms and provisions of the S&P 500 Inflation Adjusted Market Index Target-Term Securities SM ("MITTS(R)") due August __, 2007 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the Preliminary Prospectus Supplement dated July 17, 1997, and the Prospectus dated July 7, 1997, 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 333-28537 which will contain the final terms and provisions of the Notes, including the maturity date of the Notes, is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof. Item 2. Exhibits. -------- 99 (A) Preliminary Prospectus Supplement dated July 17, 1997, and Prospectus dated July 7, 1997 (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 New York Stock Exchange. 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/ Gregory T. Russo --------------------------- Gregory T. Russo Secretary Date: September 17, 1997 ____________________ "MITTS" is a registered service mark and "Market Index Target-Term Securities" is a service mark owned by Merrill Lynch & Co., Inc. * Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO FORM 8-A/A DATED SEPTEMBER 17, 1997 3 INDEX TO EXHIBITS ----------------- Exhibit No. Page No. ------- 99 (A) Preliminary Prospectus Supplement dated July 17, 1997, and Prospectus dated July 7, 1997 (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. 4 EX-99.(B) 2 FORM OF NOTE EXHIBIT 99 (B) THIS 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 SECURITIES IN CERTIFICATED FORM, THIS 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 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 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- CUSIP 590188 686 $ MERRILL LYNCH & CO., INC. S&P 500 Inflation Adjusted Market Index Target-Term Securities(SM) due August __, 2007 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 Adjusted Principal Amount plus the Supplemental Redemption Amount, each as defined below, on August __, 2007 (the "Stated Maturity"). Payment of the Adjusted 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 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 Security is one of the series of S&P 500 Inflation Adjusted Market Index Target-Term SecuritiesSM due August __, 2007 (the "Securities"). - ----------------- SM "Market Index Target-Term Securities" is a service mark owned by Merrill Lynch & Co., Inc. -----END PRIVACY-ENHANCED MESSAGE-----