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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 1999
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
(Exact name of Registrant as specified in its certificate of trust)
COMMISSION FILE NO.: 1-7182-12
Delaware 13-7174482
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
(not applicable) (not applicable)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
(Exact name of Registrant as specified in its certificate of
limited partnership)
COMMISSION FILE NO.: 1-7182-11
Delaware 13-4034253
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 449-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
(not applicable) (not applicable)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
As of March 28, 2000 no voting stock was held by non-affiliates of the
Registrants.
DOCUMENTS INCORPORATED BY REFERENCE:
PROSPECTUS, DATED DECEMBER 11, 1998, FILED PURSUANT TO RULE 424(b) IN CONNECTION
WITH REGISTRATION STATEMENT ON FORM S-3 (No. 333-68747) FILED BY THE REGISTRANTS
AND MERRILL LYNCH & CO., INC.- INCORPORATED BY REFERENCE IN PART I
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PART I
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ITEM 1. BUSINESS
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MERRILL LYNCH PREFERRED CAPITAL TRUST VI
Merrill Lynch Preferred Capital Trust VI (the "Trust") is a statutory business
trust formed under the Delaware Business Trust Act, as amended, pursuant to a
declaration of trust and the filing of a certificate of trust with the Secretary
of State on December 7, 1998. The Trust exists for the exclusive purposes of (i)
issuing trust securities, consisting of Trust Originated Preferred Securities
(the "TOPrS") and trust common securities (the "Trust Common Securities"),
representing undivided beneficial ownership interests in the assets of the
Trust, (ii) investing the gross proceeds of the trust securities in Partnership
Preferred Securities (the "Partnership Preferred Securities") issued by Merrill
Lynch Preferred Funding VI, L.P. (the "Partnership"), and (iii) engaging in only
those other activities necessary or incidental thereto. None of such TOPrS,
Trust Common Securities, or Partnership Preferred Securities were issued as of
December 31, 1999.
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
The Partnership is a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act, as amended, pursuant to an agreement of limited
partnership and the filing of a certificate of limited partnership with the
Secretary of State on December 7, 1998. Merrill Lynch & Co., Inc. (the
"Company") is the sole general partner of the Partnership. The Partnership is
managed by the general partner and exists for the exclusive purposes of (i)
issuing its partnership interests, consisting of the Company's general partner
interest and the Partnership Preferred Securities, (ii) investing the proceeds
thereof in certain eligible securities of the Company and wholly owned
subsidiaries of the Company (the "Affiliate Investment Instruments") and certain
eligible debt securities, and (iii) engaging in only those other activities
necessary or incidental thereto. The Partnership has made no investment in
Affiliate Investment Instruments as of December 31, 1999.
The information set forth under the headings "Merrill Lynch Preferred Capital
Trust VI", "Merrill Lynch Preferred Funding VI, L.P.", "Description of the Trust
Preferred Securities", "Description of the Trust Guarantee", "Description of the
Partnership Preferred Securities", "Description of the Partnership Guarantee",
and "Use of Proceeds" in the Prospectus dated December 11, 1998, of the Trust
and the Partnership is incorporated by reference herein.
ITEM 2. PROPERTIES
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Not Applicable.
ITEM 3. LEGAL PROCEEDINGS
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The Registrants know of no material legal proceedings involving the Trust, the
Partnership or the assets of either of them.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matter was submitted to a vote of holders of any securities of the Trust or
the Partnership during the fiscal year covered by this report.
PART II
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ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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Not Applicable.
ITEM 6. SELECTED FINANCIAL DATA
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The financial statements included herein in response to ITEM 8. - Financial
Statements and Supplementary Data are incorporated by reference in response to
this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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As of December 31, 1999, neither the Trust nor the Partnership had any assets or
operations.
In 1999 Merrill Lynch completed its efforts to address the Year 2000 issue (the
"Y2K issue"). The Y2K issue was the result of a widespread programming technique
that caused computer systems to identify a date based on the last two numbers of
a year, with the assumption that the first two numbers of the year are "19." As
a result, the year 2000 would be stored a "00," causing computers to incorrectly
interpret the year as 1900. Left uncorrected, the Y2K issue may have caused
serious failures in information technology systems and other systems. The Trust
and the Partnership have no independent operations and are dependent upon
Merrill Lynch. Merrill Lynch's efforts to address the Y2K issue are more fully
discussed in the Merrill Lynch & Co., Inc. Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, filed with the Securities and Exchange
Commission.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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As of December 31, 1999, neither the Trust nor the Partnership had any assets or
operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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In response to this ITEM 8, the financial statements and notes thereto and the
independent auditors' reports set forth on pages F-1 through F-7 are
incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURES
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None.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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The Trustees of the Trust are as follows:
Regular Trustee: Stanley Schaefer
Property Trustee: The Chase Manhattan Bank
Delaware Trustee: Chase Manhattan Bank Delaware
Stanley Schaefer is Senior Director of Corporate Tax for the Company and has
served in that capacity or another capacity with the Company for the last five
years.
Each Trustee has served since the Trust was organized on December 7, 1998. The
Trustees serve at the pleasure of the Company, as the holder of the Trust Common
Securities.
The Partnership has no directors or executive officers.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Neither the Trust nor the Partnership has any executive officers. No employee of
the Company receives any compensation for serving as a Regular Trustee or acting
in any capacity for the Trust or the Partnership separate from his or her
compensation as an employee of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Not Applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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None.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) Documents filed as part of this Report:
1. Financial Statements
The contents of the financial statements are listed on page F-1
hereof, and the financial statements and accompanying independent
auditors' reports appear on pages F-2 through F-7.
2. Financial Statement Schedules
None.
3. Exhibits
4.1 Certificate of Trust, dated December 3, 1998, of the Trust
(incorporated by reference to Exhibit 4.1 to the Trust's Quarterly
Report on From 10-Q for the period ended June 25, 1999
(File No. 1-7182-12)
4.2 Certificate of Limited Partnership, dated as of December 3,
1998, of the Partnership (incorporated by reference to Exhibit
4.2 to the Partnership's Quarterly Report on From 10-Q for the period
ended June 25, 1999 (File No. 1-7182-11)
23* Consent of Deloitte & Touche LLP
24* Powers of Attorney
27* Financial Data Schedules. The Financial Data Schedules to
be contained in Exhibit 27 are required to be submitted only in the
Registrants' electronic filing of this Form 10-K by means of the
EDGAR system.
(b) Reports on Form 8-K
None.
____________
* Filed herewith
INDEX TO FINANCIAL STATEMENTS
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ITEM 14(a)(1)
FINANCIAL STATEMENTS PAGE
- -------------------- ----
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
Balance Sheets, December 31, 1999 and December 25, 1998 F-2
Note to Balance Sheets F-3
Independent Auditors' Report F-4
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
Balance Sheets, December 31, 1999 and December 25, 1998 F-5
Note to Balance Sheets F-6
Independent Auditors' Report F-7
F-1
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
BALANCE SHEETS
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DECEMBER 31, 1999 DECEMBER 25, 1998
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Assets $ - $ -
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Trust Securities $ - $ -
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See Note to Balance Sheets
F-2
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
NOTE TO BALANCE SHEETS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Capital Trust VI (the "Trust") is a statutory business
trust formed on December 7, 1998 under the laws of the State of Delaware for the
exclusive purposes of (i) issuing the Trust Originated Preferred Securities (the
"Trust Preferred Securities") and the Trust Common Securities (together with the
Trust Preferred Securities, the "Trust Securities") representing undivided
beneficial ownership interests in the assets of the Trust, (ii) purchasing
Partnership Preferred Securities (the "Partnership Preferred Securities")
representing the limited partnership interests of Merrill Lynch Preferred
Funding VI, L.P. (the "Partnership") with the proceeds from the sale of the
Trust Securities, and (iii) engaging in only those other activities necessary or
incidental thereto. The Trust has a perpetual existence, subject to certain
termination events as provided in the Declaration of Trust under which it was
formed. The Trust intends to issue and sell its Trust Preferred Securities in a
public offering and to issue and sell its Trust Common Securities to Merrill
Lynch & Co., Inc. (the "Company"). No Trust Securities have been issued as of
December 31, 1999.
The Partnership Preferred Securities will be redeemable for cash, at the option
of the Partnership, in whole or in part, from time to time, after a certain date
to be determined. Upon any redemption of the Partnership Preferred Securities,
the Trust Preferred Securities will be redeemed, in whole or in part, as
applicable. Holders of the Trust Preferred Securities will have limited voting
rights and will not be entitled to vote to appoint, remove, or replace, or to
increase or decrease the number of, Trustees, which voting rights are vested
exclusively in the holder of the Trust Common Securities.
The Company will be obligated to pay compensation to the underwriters of the
offering of the Trust Preferred Securities. The Company will also pay all fees
and expenses related to the organization and operations of the Trust (including
any taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States or any other domestic
taxing authority upon the Trust) and be responsible for all debts and other
obligations of the Trust (other than the Trust Securities). The Company has
agreed to indemnify the trustees and certain other persons.
F-3
INDEPENDENT AUDITORS' REPORT
To the Trustees of
Merrill Lynch Preferred Capital Trust VI
We have audited the accompanying balance sheets of Merrill Lynch Preferred
Capital Trust VI (the "Trust") as of December 31, 1999 and December 25, 1998.
These financial statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust at December 31, 1999 and December
25, 1998 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
New York, New York
March 28, 2000
F-4
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------
DECEMBER 31, 1999 DECEMBER 25, 1998
----------------- -----------------
Assets $ - $ -
========== ==========
Partnership Securities:
Limited partner interest $ 85 $ 85
General partner interest 15 15
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100 100
Less: Receivable from partners for
subscribed partnership interests (100) (100)
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$ - $ -
========== ==========
See Note to Balance Sheets
F-5
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
NOTE TO BALANCE SHEETS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Funding VI, L.P. (the "Partnership") is a limited
partnership that was formed under the Delaware Revised Uniform Limited
Partnership Act on December 7, 1998 for the exclusive purposes of purchasing
certain eligible debt instruments of Merrill Lynch & Co., Inc. (the "Company")
and wholly owned subsidiaries of the Company (the "Affiliate Investment
Instruments") with the proceeds from the sale of Partnership Preferred
Securities (the "Partnership Preferred Securities") to Merrill Lynch Preferred
Capital Trust VI (the "Trust") and a capital contribution from the Company in
exchange for the general partnership interest in the Partnership (collectively,
the "Partnership Proceeds"). The Partnership Proceeds will be used initially to
purchase debt instruments from the Company and a domestic wholly owned
subsidiary of the Company, retaining 1% in unaffiliated debt securities. The
Partnership shall have a perpetual existence subject to certain termination
events.
The Partnership Proceeds will be redeemable for cash, at the option of the
Partnership, in whole or in part, from time to time, after a certain date to be
determined. Except as provided in the Limited Partnership Agreement and
Partnership Preferred Securities Guarantee Agreement, and as otherwise provided
by law, the holders of the Partnership Preferred Securities will have no voting
rights.
The Company serves as the sole general partner of the Partnership. The Company,
in its capacity as General Partner of the Partnership, has agreed to pay all
fees and expenses related to the organization and operations of the Partnership
(including any taxes, duties, assessments or government charges of whatever
nature (other than withholding taxes) imposed by the United States or any other
domestic taxing authority upon the Partnership) and the offering of the
Partnership Preferred Securities and be responsible for all debts and other
obligations of the Partnership (other than with respect to the Partnership
Preferred Securities). The General Partner has agreed to indemnify certain
officers and agents of the Partnership.
F-6
INDEPENDENT AUDITORS' REPORT
To the General Partner and Limited Partner of
Merrill Lynch Preferred Funding VI, L.P.
We have audited the accompanying balance sheets of Merrill Lynch Preferred
Funding VI, L.P. (the "Partnership") as of December 31, 1999 and December 25,
1998. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership at December 31, 1999 and
December 25, 1998 in conformity with generally accepted accounting principle.
/s/ Deloitte & Touche LLP
New York, New York
March 28, 2000
F-7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized on the 29th day of March,
2000.
MERRILL LYNCH PREFERRED CAPITAL TRUST VI*
By: /s/ Stanley Schaefer
--------------------------------------------------
Name: Stanley Schaefer
Title: Regular Trustee
MERRILL LYNCH PREFERRED FUNDING VI, L.P.*
By: MERRILL LYNCH & CO., INC., as General Partner
By: /s/ John C. Stomber
--------------------------------------------------
Name: John C. Stomber
Title: Senior Vice President and Treasurer, and as
Attorney-in-Fact for a majority of the Board of
Directors**
- ------------
* There is no principal executive officer(s), principal financial officer,
controller, principal accounting officer or board of directors of the
Registrants. The Trustees of the Trust (which include the Regular
Trustees, the Property Trustee and the Delaware Trustee) together exercise
all powers and perform all functions with respect to the Trust.
** Pursuant to Powers of Attorney filed as Exhibit 24 hereto.
EXHIBIT INDEX
4.1 Certificate of Trust dated as of December 3, 1998 of the Trust
(incorporated by reference to Exhibit 4.1 to the Trust's Quarterly
Report on From 10-Q for the period ended June 25, 1999
(File No. 1-7182-12)
4.2 Certificate of Limited Partnership dated as of December 3, 1998 of the
Partnership (incorporated by reference to Exhibit 4.2 to the
Partnership's Quarterly Report on From 10-Q for the period ended
June 25, 1999 (File No.1-7182-11)
23* Consent of Deloitte & Touche LLP
24* Powers of Attorney
27* Financial Data Schedules. The Financial Data Schedules to be contained
in Exhibit 27 are required to be submitted only in the
Registrants'electronic filing of this Form 10-K by means of the
EDGAR system.
_____________________
* Filed herewith