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 26, 2003
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 27, 2003, no voting stock of the Registrants
was held by non-affiliates of the Registrants.
As of March 22, 2004 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 of the State of Delaware 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 26, 2003.
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 26, 2003.
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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The Registrants do not own or lease any real property.
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
---------------------------------------------------
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, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
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Not Applicable.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
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 DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
As of December 26, 2003, 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 DISCLOSURE
--------------------
None.
ITEM 9A. CONTROLS AND PROCEDURES
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The persons who function as the equivalent of the chief executive
officer and chief financial officer of the Trust and the Partnership have
evaluated the effectiveness of the Trust's and the Partnership's disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this Form 10-K.
Based on this evaluation, the persons who function as the equivalent of the
chief executive officer and chief financial officer of the Trust and the
Partnership have concluded that the Trust's and the Partnership's disclosure
controls and procedures are effective.
In addition, no change in the Trust's or the Partnership's internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934) occurred during the fourth fiscal quarter of
2003 that has materially affected, or is reasonably likely to materially affect,
the Trust's or the Partnership's internal control over financial reporting.
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. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The following table sets forth the fees for professional services
rendered by Deloitte & Touche LLP for the audit of the Trust's and the
Partnership's financial statements, respectively, for the years ended December
26, 2003 and December 27, 2002. There were no other services rendered by
Deloitte & Touche LLP to the Trust and the Partnership in 2003 and 2002, and
accordingly the Audit Committee has not relied on the de-minimis exception to
the SEC pre-approval requirements applicable to the provision of audit-related,
tax and all other services provided by the independent auditor in 2003 and 2002.
2003 2002
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Audit Fee(1) $2,700 $2,400
The Audit Committee of the Board of Directors of the Company is responsible for
the approval of audit fees for its consolidated subsidiaries and affiliates,
which includes the Trust and the Partnership. The Company is the sole owner of
the Trust's common securities and the sole general partner of the Partnership.
Consistent with SEC rules regarding auditor independence, the Audit Committee
has established a policy governing the provision of audit and non-audit services
to the Company (Pre-Approval Policy). The description of the Pre-Approval Policy
found on page 25 of the Company's 2004 Proxy Statement filed on March 9, 2004 is
incorporated herein by reference. You may obtain a copy of the 2004 Proxy
Statement on the Company's Investor Relations website at www.ir.ml.com or by
written request to Judith A. Witterschein, Corporate Secretary, Merrill Lynch &
Co., Inc., 222 Broadway, 17th Floor, New York, New York 10038-2510.
- --------------
(1) Audit Fees consisted of audit work performed in the review and preparation
of the Trust's and the Partnership's financial statements, as well as work
generally only the independent auditor can reasonably be expected to provide,
such as comfort letters, statutory audits, attest services, consents and
assistance with and review of documents filed with the SEC.
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.
31.1* Rule 13a-14(a) Certification.
31.2* Rule 13a-14(a) Certification.
32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* 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 26, 2003 and December 27, 2002 F-2
Note to Balance Sheets F-3
Independent Auditors' Report F-4
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
Balance Sheets, December 26, 2003 and December 27, 2002 F-5
Note to Balance Sheets F-6
Independent Auditors' Report F-7
F-1
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------
December 26, 2003 December 27, 2002
----------------- -----------------
Assets $ - $ -
========== ==========
Trust Securities $ - $ -
========== ==========
See Note to Balance Sheets
F-2
MERRILL LYNCH PREFERRED CAPITAL TRUST VI
NOTE TO BALANCE SHEETS
December 26, 2003
- --------------------------------------------------------------------------------
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 26, 2003.
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 26, 2003 and December 27, 2002.
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 26, 2003 and December
27, 2002 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
New York, New York
March 22, 2004
F-4
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------
December 26, 2003 December 27, 2002
----------------- -----------------
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)
---------- ----------
$ - $ -
========== ==========
See Note to Balance Sheets
F-5
MERRILL LYNCH PREFERRED FUNDING VI, L.P.
NOTE TO BALANCE SHEETS
December 26, 2003
- --------------------------------------------------------------------------------
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 26, 2003 and December 27,
2002. 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 26, 2003 and
December 27, 2002 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
New York, New York
March 22, 2004
F-7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 22nd day of March,
2004.
MERRILL LYNCH PREFERRED CAPITAL TRUST VI*
By: /s/ LINDA L. LOWRY
---------------------------------------------
Name: Linda L. Lowry
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 Trustees, 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 22nd day of March, 2004.
By: Merrill Lynch & Co., Inc. as General Partner
SIGNATURE TITLE
--------- -----
/s/ JUDITH A. WITTERSCHEIN Secretary
- -----------------------------------------
(Judith 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 22nd day of March, 2004.
SIGNATURE TITLE
--------- -----
/s/ E. STANLEY O'NEAL Director, Chairman of the Board and
- ----------------------------------------- Chief Executive Officer
(E. Stanley O'Neal) (Principal Executive Officer)
/s/ AHMASS L. FAKAHANY Executive Vice President and Chief
- ----------------------------------------- Financial Officer
(Ahmass L. Fakahany) (Principal 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/ ALBERTO CRIBIORE Director
----------------------------------------
(Alberto Cribiore)
/s/ GEORGE B. HARVEY Director
- -----------------------------------------
(George B. Harvey)
..
/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)
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.
31.1*Rule 13a-14(a) Certification.
31.2*Rule 13a-14(a) Certification.
32.1*Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- ---------------------
* Filed herewith