SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 27, 2002
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)
4 World Financial Center
New York, New York 10080
(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)
4 World Financial Center
New York, New York 10080
(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
The Registrants meet the conditions set forth in General Instruction I 1 (a) and
(b) of Form 10-K and are therefore filing this form with the reduced disclosure
format.
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|
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [] No [x]
As of the close of business on June 28, 2002, no voting stock of the Registrants
was held by non-affiliates of the Registrants.
As of March 26, 2003 no voting stock of the Registrants was held by
non-affiliates of the Registrants.
DOCUMENTS INCORPORATED BY REFERENCE:
PROSPECTUS, DATED DECEMBER 27, 2000, FILED PURSUANT TO RULE 424(b) IN CONNECTION
WITH REGISTRATION STATEMENTS ON FORM S-3 (No. 333-38792 and No. 333-52822) 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. Merrill Lynch & Co., Inc.
(the "Company") is the sole owner of the Trust common securities. 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 27, 2002.
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. 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 27, 2002.
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 27, 2000, of the Trust
and the Partnership is incorporated by reference herein.
ITEM 2. PROPERTIES
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Not Applicable.
ITEM 3. LEGAL PROCEEDINGS
-----------------
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 disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
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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No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K. There are no material changes in the amount of revenue and expense
items between the most recent fiscal year presented and the fiscal year
immediately preceding it.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
As of December 27, 2002, neither the Trust nor the Partnership had any assets or
operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
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
---------------------
None.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
No disclosure is required for this Item pursuant to General Instruction
I of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 14. CONTROLS AND PROCEDURES
-----------------------
The officer who functions as the equivalent of the chief executive
officer and chief financial officer of the Trust and the Partnership has
evaluated the effectiveness of the Trust's and the Partnership's disclosure
controls and procedures as of a date within ninety days prior to the filing
date of this Form 10-K. Based on this evaluation, the officer who functions
as the equivalent of the chief executive officer and chief financial
officer of the Trust and the Partnership has concluded that the Trust's and
the Partnership's disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934) are effective
and that there have been no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
PART IV
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ITEM 15. 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 Form 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 Form 10-Q for the period ended June
25, 1999 (File No. 1-7182-11)
23* Consent of Deloitte & Touche LLP
99* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
- ------------
* Filed herewith
INDEX TO FINANCIAL STATEMENTS
-----------------------------
ITEM 15(a)(1)
FINANCIAL STATEMENTS PAGE
- -------------------- ----
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
Balance Sheets, December 27, 2002 and December 28, 2001 F-2
Note to Balance Sheets F-3
Independent Auditors' Report F-4
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
Balance Sheets, December 27, 2002 and December 28, 2001 F-5
Note to Balance Sheets F-6
Independent Auditors' Report F-7
F-1
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------
DECEMBER 27, 2002 DECEMBER 28, 2001
----------------- -----------------
Assets $ - $ -
========== ==========
Trust Securities $ - $ -
========== ==========
See Note to Balance Sheets
F-2
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
NOTE TO BALANCE SHEETS
DECEMBER 27, 2002
- --------------------------------------------------------------------------------
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 27, 2002.
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 27, 2002 and December 28, 2001.
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 auditing standards generally accepted
in the United States of America . 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 27, 2002 and December
28, 2001 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
New York, New York
March 26, 2003
F-4
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------
DECEMBER 27, 2002 DECEMBER 28, 2001
----------------- -----------------
Assets $ - $ -
========== ==========
Partnership Securities:
Limited partner interest $ 85 $ 85
General partner interest 15 15
---------- ----------
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 27, 2002
- --------------------------------------------------------------------------------
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 27, 2002 and December 28,
2001. 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 auditing standards generally accepted
in the United States of America . 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 27, 2002 and
December 28, 2001 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
New York, New York
March 26, 2003
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 26th day of March,
2003.
MERRILL LYNCH PREFERRED CAPITAL TRUST VI*
By: /s/ John C. Stomber
--------------------------------------------------
Name: John C. Stomber
Title: Regular Trustee
- ------------
* 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
Trustee, the Property Trustee and the Delaware Trustee) together exercise
all powers and perform all functions with respect to the Trust.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant, by Merrill Lynch & Co., Inc. as General Partner,
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 26th day of March, 2003.
By: Merrill Lynch & Co., Inc. as General Partner
SIGNATURE TITLE
--------- -----
/s/ JUDY A. WITTERSCHEIN Secretary
- -----------------------------------------
(Judy A. Witterschein)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following directors and officers of Merrill Lynch
& Co., Inc., General Partner of the Registrant, in the capacities indicated
on the 26th day of March, 2003.
SIGNATURE TITLE
--------- -----
/s/ DAVID H. KOMANSKY Director and Chairman of the Board
- -----------------------------------------
(David H. Komansky)
/s/ E. STANLEY O'NEAL Director and Chief Executive Officer
- ----------------------------------------- (Principal Executive Officer)
(E. Stanley O'Neal)
/s/ AHMASS L. FAKAHANY Executive Vice President and Chief
- ----------------------------------------- Financial Officer (Principal
(Ahmass L. Fakahany) Financial Officer)
/s/ JOHN J. FOSINA Controller
- ----------------------------------------- (Principal Accounting Officer)
(John J. Fosina)
/s/ W. H. CLARK Director
- -----------------------------------------
(W. H. Clark)
/s/ JILL K. CONWAY Director
- -----------------------------------------
(Jill K. Conway)
/s/ GEORGE B. HARVEY Director
- -----------------------------------------
(George B. Harvey)
/s/ ROBERT P. LUCIANO Director
- -----------------------------------------
(Robert P. Luciano)
..
/s/ HEINZ-JOACHIM NEUBURGER Director
- -----------------------------------------
..
(Heinz-Joachim Neuburger)
/s/ DAVID K. NEWBIGGING Director
- -----------------------------------------
(David K. Newbigging)
/s/ AULANA L. PETERS Director
- -----------------------------------------
(Aulana L. Peters)
/s/ JOHN J. PHELAN, JR. Director
- -----------------------------------------
(John J. Phelan, Jr.)
/s/ JOSEPH W. PRUEHER Director
- -----------------------------------------
(Joseph W. Prueher)
Certification
-------------
I, John C. Stomber, certify that:
1. I have reviewed this annual report on Form 10-K of Merrill Lynch Preferred
Capital Trust VI and Merrill Lynch Preferred Funding VI, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers* and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
By: /s/ JOHN C. STOMBER
---------------------------------------------
Name: John C. Stomber *
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
Dated: March 26, 2003
_______________
* John C. Stomber functions as the equivalent of the Chief Executive Officer and
Chief Financial Officer of each of the Trust and the Partnership for purposes of
Section 302 of the Sarbanes-Oxley Act of 2002.
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 Form 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 Form 10-Q for the period ended June
25, 1999 (File No.1-7182-11)
23* Consent of Deloitte & Touche LLP
99* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- ---------------------
* Filed herewith