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 & MERRILL LYNCH MERRILL LYNCH CO., INC. PREFERRED FUNDING PREFERRED CAPITAL (Exact name of registrant III, L.P. TRUST III as specified in its (Exact name of registrant (Exact name of registrant charter) as specified in its as specified in its DELAWARE certificate of limited certificate of trust) (State or other jurisdiction partnership) DELAWARE of incorporation or DELAWARE (State or other jurisdiction organization) (State or other jurisdiction of incorporation or 13-2740599 of incorporation or organization) (I.R.S. employer organization) 13-7139561 identification number) 13-3982448 (I.R.S. employer (I.R.S. employer identification number) identification number)
______________ World Financial Center North Tower New York, New York 10281 (Address of principal executive offices, including zip code) ______________ If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of securities and is effective debt securities and is to upon filing pursuant to General become effective simultaneously Instruction A(c)(1) please with the effectiveness of a check the following box.( ) concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. ( ) 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 ------------------- ------------------------------ Trust Originated Preferred New York Stock Exchange, Inc. Securities of Merrill Lynch Preferred Capital Trust III (and the Guarantee with respect thereto) Partnership Preferred New York Stock Exchange, Inc. Securities of Merrill Lynch Preferred Funding III, L.P. (and the Guarantee with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The class of securities to be registered hereby consist of (i) the 7% Trust Originated Preferred SecuritiesSM (the "TOPrS(SM)" or "Trust Preferred Securities"), representing undivided beneficial ownership interests in the assets of Merrill Lynch Preferred Capital Trust III, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), together with the Trust Preferred Securities Guarantee by Merrill Lynch & Co., Inc., a Delaware corporation, in favor of the holders of the Trust Preferred Securities, and (ii) the 7% Partnership Preferred Securities (the "Partnership Preferred Securities"), representing limited partner interests of Merrill Lynch Preferred Funding III, L.P., a Delaware limited partnership (the "Partnership"), together with the Partnership Preferred Securities Guarantee by Merrill Lynch & Co., Inc., a Delaware corporation, in favor of the holders of the Partnership Preferred Securities. For a description of the Trust Preferred Securities, reference is made to the information set forth under the headings "Description of the Trust Preferred Securities" and "Description of the Trust Guarantee" in the Registration Statement on Form S-3 (Registration No. 333-42859) filed with the Securities and Exchange Commission (the "Commission") on December 19, 1997 under the Securities Act of 1933, as amended (the "Act"), Amendment No. 1 thereto filed with the Commission on January 5, 1998 and Amendment No. 2 thereto filed with the Commission on January 9, 1998 (such Registration Statement, as so amended, being hereinafter referred to as the "Registration Statement"), which description is incorporated herein by reference. For a description of the Partnership Preferred Securities, reference is made to the information set forth under the headings "Description of the Partnership Preferred Securities" and "Description of the Partnership Guarantee" in the Registration Statement, which description is incorporated herein by reference. Definitive copies of the prospectus describing the terms of the Trust Preferred Securities and Partnership Preferred Securities will be filed pursuant to Rule 424(b) under the Act and shall be deemed to be incorporated herein by reference. ITEM 2. EXHIBITS. 2.1 Certificate of Trust dated December 19, 1997 of Merrill Lynch Preferred Capital Trust III (incorporated herein by reference to Exhibit 4.1 to the Registration Statement). 2.2 Form of Amended and Restated Declaration of Trust of Merrill Lynch Preferred Capital Trust III (incorporated by reference to Exhibit 4.2 to the Registration Statement). 2.3 Certificate of Limited Partnership dated as of December 19, 1997 of Merrill Lynch Preferred Funding III, L.P. (incorporated by reference to Exhibit 4.3 to the Registration Statement). 2.4 Form of Amended and Restated Limited Partnership Agreement of Merrill Lynch Preferred Funding III, L.P. (incorporated by reference to Exhibit 4.4 to the Registration Statement). 2.5 Form of Trust Preferred Securities Guarantee Agreement between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee trustee (incorporated by reference to Exhibit 4.5 to the Registration Statement). 2.6 Form of Partnership Preferred Securities Guarantee Agreement by Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee trustee (incorporated by reference to Exhibit 4.6 to the Registration Statement). 2.7 Form of Subordinated Debenture Indenture between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.7 to the Registration Statement). 2.8 Form of Affiliate Debenture Guarantee Agreement between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, as guarantee trustee (incorporated by reference to Exhibit 4.8 to the Registration Statement). 2.9 Form of Trust Preferred Security (included in Exhibit 2.2 above). 2.10 Form of Partnership Preferred Security (included in Exhibit 2.4 above). 2.11 Form of Subordinated Debenture (incorporated by reference to Exhibit 4.11 to the Registration Statement). SIGNATURES 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, thereunto duly authorized. MERRILL LYNCH PREFERRED CAPITAL TRUST III Dated: January 16, 1998 By: /s/ Theresa Lang ------------------------------- Name: Theresa Lang Title: Regular Trustee MERRILL LYNCH PREFERRED FUNDING III, L.P. By: MERRILL LYNCH & CO., INC., as General Partner By: /s/ Theresa Lang ------------------------------- Name: Theresa Lang Title: Senior Vice President and Treasurer MERRILL LYNCH & CO., INC. By: /s/ Theresa Lang ------------------------------- Name: Theresa Lang Title: Senior Vice President and Treasurer