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.)
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
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:
333-59997
- ---------
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 Market Index Target- New York Stock Exchange
Term Securities(SM) due
September , 2005
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
Market Index Target-Term Securities ("MITTS(R)") due September , 2005 to be
issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the Preliminary
Prospectus Supplement dated August 31, 1998, and the Prospectus dated July 30,
1998, 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-
59997 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 August 31, 1998, and
Prospectus dated July 30, 1998, (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.
- ---------------
"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
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
--------------------------
Andrea L. Dulberg
Secretary
Date: September 23, 1998
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED SEPTEMBER 23, 1998
4
INDEX TO EXHIBITS
-----------------
Exhibit No. Page No.
- ---------- -------
99 (A) Preliminary Prospectus Supplement dated August 31, 1998, and
Prospectus dated July 30, 1998 (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.
5