<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 1994
----------------
Merrill Lynch & Co., Inc.
-------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-7182 13-2740599
- ----------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
World Financial Center, North Tower, New York, New York 10281-1220
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
--------------
- ----------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
- ------- -------------
Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 33-49947) filed by Merrill Lynch & Co., Inc. ("ML & Co.")
with the Securities and Exchange Commission covering Senior Debt Securities
issuable under an indenture dated as of April 1, 1983, as amended and restated,
between ML & Co. and Chemical Bank (successor by merger to Manufacturers Hanover
Trust Company) (the "Indenture"). ML & Co. will issue $115,000,000 aggregate
principal amount of the Company's Japan Index Equity Participation Securities
with Minimum Return Protection due January 31, 2000 under the Indenture. The
exhibits consist of the form of Notes and an opinion of counsel relating
thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------- ------------------------------------------------------------------
EXHIBITS
(4) Instruments defining the rights of
security holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s Japan Index
Equity Participation Securities with Minimum
Return Protection due January 31, 2000.
(5) & (23) Opinion re: legality; consent of
counsel.
Opinion of Brown & Wood relating to the Japan
Index Equity Participation Securities with
Minimum Return Protection due January 31, 2000
(the "Notes") (including consent for inclusion of
such opinion in this report and in Merrill Lynch
& Co., Inc.'s Registration Statement relating to
such Notes).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
------------------------------
(Registrant)
By: /s/ Theresa Lang
-------------------------
Theresa Lang
Treasurer
Date: January 27, 1994
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JANUARY 27, 1994
COMMISSION FILE NUMBER 1-7182
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
(4) Instruments defining the rights of
security holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s
Japan Index Equity Participation
Securities with Minimum Return
Protection due January 31, 2000.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood relating to
the Japan Index Equity
Participation Securities with
Minimum Return Protection due
January 31, 2000 (including consent
for inclusion of such opinion in
this report and in Merrill Lynch &
Co., Inc.'s Registration Statement
relating to such Notes).
<PAGE>
Exhibit (4)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R
CUSIP $
MERRILL LYNCH & CO., INC.
Japan Index/SM/
Equity Participation Securities with Minimum
Return Protection due January 31, 2000
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred to
as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of
DOLLARS ($ ) (the "Principal Amount") plus the Supplemental Redemption
Amount as defined below, on January 31, 2000 (the "Stated Maturity").
Payment of the Principal Amount and the Supplemental Redemption Amount and
any interest on any overdue amount thereof with respect to this Note shall be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.
This Note is one of the series of Japan Index/SM/ Equity Participation
Securities with Minimum Return Protection due January 31, 2000 (the "Notes").
/SM/ "Japan Index" is a service mark of the The American Stock Exchange.
<PAGE>
SUPPLEMENTAL REDEMPTION AMOUNT
The "Supplemental Redemption Amount" with respect to this Note equals:
Principal Amount X (Final Average Value - Initial Value) X 115%
-----------------------------------
( Initial Value )
provided, however, that the Supplemental Redemption Amount shall not be less
than the Minimum Supplemental Redemption Amount of $150 per $1,000 principal
amount of the Notes. The "Initial Value" equals 195.46; provided, however, that
a new Initial Value shall be calculated as described herein if a New Japan Index
(as defined herein) is substituted for the Japan Index. The Index (defined
below) for purposes of calculating the Supplemental Redemption Amount shall
initially be the Japan Index, calculated, published and disseminated by the
American Stock Exchange (the "AMEX"). The Japan Index (or, if a New Japan Index
is substituted for the Japan Index, the New Japan Index) is referred to herein
as the "Index".
The "Final Average Value" shall be determined by State Street Bank and
Trust Company (herein referred to as the "Calculation Agent", which term
includes any successor thereto), and shall equal the arithmetic average (mean)
of the Yearly Values, as defined below, for 1998, 1999 and 2000. The Yearly
Value for any year shall be calculated during the "Calculation Period" for such
year which shall be from and including January 22 in 1998, January 21 in 1999
and January 20 in 2000 to and including the fifth scheduled Business Day after
each such date. The "Yearly Value" for each year shall equal the arithmetic
average (mean) of the closing values of the Index on the first Business Day in
the applicable Calculation Period (provided that a Market Disruption Event, as
defined below, shall not have occurred on such day) and on each succeeding
Business Day (provided that a Market Disruption Event shall not have occurred on
the applicable day) up to and including the last Business Day in the applicable
Calculation Period (each, a "Calculation Date") until the Calculation Agent has
so determined such closing values for five Business Days. If a Market
Disruption Event occurs on two or more of the Business Days during a Calculation
Period, the Yearly Value for the relevant year shall equal the average of the
values on Business Days on which a Market Disruption Event did not occur during
such Calculation Period or, if there is only one such Business Day, the value on
such day. If a Market Disruption Event occurs on all of such Business Days
during a Calculation Period, the Yearly Value for the relevant year shall equal
the closing value of the Index on the last Business Day of the Calculation
Period regardless of whether a Market Disruption
2
<PAGE>
Event shall have occurred on such day. A Yearly Value may be restated as
specified herein if the Substitution Event (as defined herein) occurs after the
determination of such Yearly Value.
For purposes of determining the Final Average Value, a "Business Day" is a
day on which the Relevant Stock Exchange is open for trading. "Relevant Stock
Exchange" means the AMEX or, if a New Japan Index has been substituted for the
Japan Index, the U.S. Stock Exchange that publishes such New Japan Index. All
determinations made by the Calculation Agent shall be at the sole discretion of
the Calculation Agent and, absent a determination by the Calculation Agent of a
manifest error, shall be conclusive for all purposes and binding on the Company
and beneficial owners of the Notes.
ADJUSTMENTS TO THE INDEX; MARKET DISRUPTION EVENT
If at any time the method of calculating the Index, or the value thereof,
is changed in a material respect, or if the Index is in any other way modified
so that such Index does not, in the opinion of the Calculation Agent, fairly
represent the value of the Index had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall, at the close
of business in New York, New York, on each date that the closing value with
respect to the Final Average Value is to be calculated, make such adjustments
as, in the good faith judgment of the Calculation Agent, may be necessary in
order to arrive at a calculation of a value of a stock index comparable to the
Index as if such changes or modifications had not been made, and calculate such
closing value with reference to the Index, as adjusted. Accordingly, if the
method of calculating the Index is modified so that the value of such Index is a
fraction or a multiple of what it would have been if it had not been modified
(e.g., due to a split in the Index), then the Calculation Agent shall adjust
such Index in order to arrive at a value of the Index as if it had not been
modified (e.g., as if such split had not occurred).
"Market Disruption Event" means the occurrence or existence of either of
the following events on a Business Day during a Calculation Period, as
determined by the Calculation Agent:
(i) a suspension or absence of trading on the Tokyo Stock Exchange (the
"TSE") of 20% or more of the underlying stocks which then comprise the Index or
a Successor Index (as defined herein) during the one-half hour period preceding
the close of trading on the TSE; or
3
<PAGE>
(ii) the suspension or material limitation on the Singapore International
Monetary Exchange Ltd. (the "SIMEX"), Osaka Securities Exchange (the "OSE") or
the Relevant Stock Exchange or any other major securities market of trading in
futures or options contracts related to the Index during the one-half hour
period preceding the close of trading on the applicable exchange.
For purposes of determining whether a Market Disruption Event has occurred:
(1) a limitation on the hours or number of days of trading will not constitute a
Market Disruption Event if it results from an announced change in the regular
business hours of the relevant exchange, (2) a decision to permanently
discontinue trading in the relevant contract will not constitute a Market
Disruption Event, (3) a suspension of trading in a futures or options contract
on the Index by the Relevant Stock Exchange or other major securities market by
reason of (x) a price change exceeding limits set by the Relevant Stock Exchange
or such securities market, (y) an imbalance of orders relating to such contracts
or (z) a disparity in bid and ask quotes relating to such contracts will
constitute a suspension or material limitation of trading in futures or options
contracts related to the Index and (4) an "absence of trading" on the SIMEX,
OSE, the Relevant Stock Exchange or a major securities market on which futures
or options contracts related to the Index are traded will not include any time
when the SIMEX, OSE, the Relevant Stock Exchange or such securities market, as
the case may be, itself is closed for trading under ordinary circumstances.
SUBSTITUTION OF THE INDEX
In the event that conditions described below are fulfilled (the occurrence
of all such conditions being referred to herein as a "Substitution Event"), a
New Japan Index shall be substituted for the Japan Index.
From and after such time, the Index used to determine the Supplemental
Redemption Amount with respect to the Notes shall be such New Japan Index. Upon
the substitution of the New Japan Index for the Japan Index, the Company shall
cause notice thereof to be given to the Holders of the Notes. Such notice shall
also state that, for purposes of calculating the Supplemental Redemption Amount,
an adjusted Initial Value shall be substituted for the original Initial Value.
Such adjusted Initial Value shall be calculated as follows:
Initial Value of Japan Index X current value of New Japan Index
- ----------------------------
current value of Japan Index
where the current values of the Japan Index and of the New Japan Index will
equal their respective levels reported by the relevant
4
<PAGE>
exchange at the close of business on the day that the Calculation Agent
substitutes the New Japan Index for the Japan Index. If the Substitution Event
occurs after the determination of a Yearly Value, any such Yearly Value shall be
restated in terms of the New Japan Index pursuant to the following formula:
Yearly Value prior to restatement X adjusted Initial Value
- ---------------------------------
original Initial Value
The Supplemental Redemption Amount shall then be calculated using such restated
Yearly Value.
A "Substitution Event" will have occurred if, as determined by the
Calculation Agent (whose opinion shall be conclusive and binding on the Company
and on the Holders of the Notes), the following conditions are fulfilled:
(a) Futures contracts on the Nikkei 300 Index, which index is calculated,
published and disseminated by Nihon Keizai Shimbun, Inc. referred to as the
Nikkei 300 Index (the "Nikkei 300 Index") shall be introduced and publicly
traded on an exchange in Japan (any such Futures contract being referred to
herein as a "Nikkei 300 Futures Contract"); and
(b) The AMEX or another United States securities exchange publishes (on a
basis not less regularly than each day on which such exchange and the TSE are
open for trading) an index (the "New Japan Index") which:
(i) for a period of 90 days immediately preceding the date of the
Substitution Event has a correlation based on daily, closing value to
closing value, percentage changes of not less than 90% with the Nikkei
300 Index; and
(ii) an option, warrant or other security which has payments
determined by reference to the New Japan Index has been approved to be
listed on a national securities exchange by the Securities and
Exchange Commission; and
(c) Either of the following has occurred:
(i) the Nikkei 225 Index published by Nihon Keizai Shimbun, Inc.
(the "Nikkei 225 Index") is no longer published and/or the futures
contracts on such index (the "Nikkei 225 Futures Contracts") have been
delisted from trading on the OSE; or
5
<PAGE>
(ii) the Nikkei 300 Futures Contracts publicly traded on
exchanges in Japan have (A) greater average daily volume and (B)
greater average daily open interest than the Nikkei 225 Futures
Contracts which trade on the OSE, each for any three-month period
prior to the date of the Substitution Event, commencing on a futures
expiration date on the OSE and ending on the following futures
expiration date; and
(d) To the extent required, the Company shall have obtained any license
necessary to use the New Japan Index as described herein. The Company agrees to
use its reasonable efforts to obtain any such license.
Notwithstanding the above, unless the Nikkei 225 Index is no longer published
and/or the Nikkei 225 Futures Contracts shall have been delisted from trading on
the OSE, a Substitution Event shall not be deemed to have occurred on any of the
180 days next preceding the maturity date of the Notes.
DISCONTINUANCE OF THE INDEX
If the AMEX discontinues publication of the Japan Index (or, if a New Japan
Index has been substituted for the Japan Index, publication of the New Japan
Index has been discontinued) and the AMEX or another entity publishes a
successor or substitute index that the Calculation Agent determines, in its sole
discretion, to be comparable to such Index (any such index being referred to
hereinafter as a "Successor Index"), then, upon the Calculation Agent's
notification of such determination to the Trustee and the Company, the
Calculation Agent shall substitute the Successor Index as calculated by the AMEX
or such other entity for the Japan Index or the New Japan Index, as the case may
be, and calculate the Final Average Value as described in the second paragraph
of the section entitled "Supplemental Redemption Amount" above. Upon any
selection by the Calculation Agent of a Successor Index, the Company shall cause
notice thereof to be given to the Holders of the Notes.
If the AMEX discontinues publication of the Japan Index (or, if a New Japan
Index has been substituted for the Japan Index, publication of the New Japan
Index has been discontinued) and a Successor Index is not selected by the
Calculation Agent or is no longer published on any of the Calculation Dates, the
value to be substituted for the Index for any such Calculation Date used to
calculate the Supplemental Redemption Amount at maturity will be a value
computed by the Calculation Agent for each Calculation Date in accordance with
the procedures last used to calculate the Index prior to any such
discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a
6
<PAGE>
substitute for the Index as described below, such Successor Index or value shall
be substituted for the Index for all purposes, including for purposes of
determining whether a Market Disruption Event exists.
If the AMEX discontinues publication of the Japan Index (or, if a New Japan
Index has been substituted for the Japan Index, publication of the New Japan
Index has been discontinued) prior to the period during which the Supplemental
Redemption Amount is to be determined and the Calculation Agent determines that
no Successor Index is available at such time, then on each Business Day until
the earlier to occur of (i) the determination of the Final Average Value and
(ii) a determination by the Calculation Agent that a Successor Index is
available, the Calculation Agent shall determine the value that would be used in
computing the Supplemental Redemption Amount as if such day were a Calculation
Date. The Calculation Agent shall cause notice of each such value to be
published not less often than once each month in the Wall Street Journal (or
another newspaper of general circulation), and arrange for information with
respect to such values to be made by telephone.
GENERAL
This Note is one of a duly authorized issue of Securities of the Company,
issued and to be issued under an Indenture, dated as of April 1, 1983, as
amended and restated (herein referred to as the "Indenture"), between the
Company and Chemical Bank (successor by merger to Manufacturers Hanover Trust
Company), Trustee (herein referred to as the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the Securities,
and the terms upon which the Securities are, and are to be, authenticated and
delivered.
The Company hereby covenants for the benefit of the Holders of the Notes,
to the extent permitted by applicable law, not to claim voluntarily the benefits
of any laws concerning usurious rates of interest against a Holder of the Notes.
The Notes are not subject to redemption by the Company or at the option of
the Holder prior to Stated Maturity.
Upon the occurrence of an Event of Default with respect to the Notes,
Holders of the Notes may accelerate the maturity of the Notes as follows: the
amount payable to a Holder of this Security upon any acceleration permitted by
the Notes, with respect to each $1,000 principal amount thereof, will be equal
7
<PAGE>
to: (i) $1,000, plus (ii) an additional amount of contingent interest calculated
as though the date of early repayment were the maturity date of the Securities.
The Calculation Period used to calculate the final Yearly Value of the Notes so
accelerated will begin on the eighth scheduled Business Day next preceding the
scheduled date for such early redemption. If such final Yearly Value is the
only Yearly Value which shall have been calculated with respect to the Notes,
such final Yearly Value will be the Final Average Value. If one or two other
Yearly Values shall have been calculated with respect to the Notes for prior
years when the Notes shall have been outstanding, the average (mean) of the
final Yearly Value and such one other Yearly Value or such two other Yearly
Values, as the case may be, will be the Final Average Value. The Minimum
Supplemental Redemption Amount with respect to any such early redemption date
will be an amount equal to the interest which would have accrued on the
Securities from and including the date of original issuance to but excluding the
date of early redemption at an annualized rate of 2.33%, calculated on a semi-
annual bond equivalent basis.
In case of default in payment at the maturity date of the Notes (whether at
their stated maturity or upon acceleration), from and after the maturity date
the Securities shall bear interest, payable upon demand of the Holder thereof,
at the rate of 5.5% per annum (to the extent that payment of such interest shall
be legally enforceable) on the unpaid amount due and payable on such date in
accordance with the terms of the Notes to the date payment of such amount has
been made or duly provided for. Interest on any overdue Principal Amount or
Supplemental Redemption Amount, as the case may be, shall be payable on demand.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Notes of each
series at the time Outstanding, on behalf of the Holders of all Securities of
each series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer
8
<PAGE>
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Principal Amount plus the Supplemental
Redemption Amount with respect to this Note and any interest on the overdue
amount thereof at the time, place, and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the first page hereof, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the first
page hereof, the Notes are exchangeable for a like aggregate principal amount of
Notes in authorized denominations, as requested by the Holder surrendering the
same. If (x) any Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that this Note shall be exchangeable or (z) an Event of Default has
occurred and is continuing with respect to the Notes, this Note shall be
exchangeable for Notes in definitive form of like tenor and of an equal
aggregate principal amount, in denominations of $1,000 and integral multiples
thereof. Such definitive Notes shall be registered in such name or names as the
Depository shall instruct the Trustee. If definitive Notes are so delivered,
the Company may make such changes to the form of this Note as are necessary or
appropriate to allow for the issuance of such definitive Notes.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
9
<PAGE>
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
Chemical Bank, the Trustee under the Indenture, or its successor thereunder, by
the manual signature of one of its authorized officers, this Note shall not be
entitled to any benefits under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
CERTIFICATE OF AUTHENTICATION MERRILL LYNCH & CO., INC.
This is one of the Securities of [Copy of Seal]
the series designated therein
referred to in the within-mentioned
Indenture.
CHEMICAL BANK, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
10
<PAGE>
Exhibit (5) & (23)
January 27, 1994
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1220
Gentlemen:
As your counsel, we have examined a copy of the Restated Certificate of
Incorporation, as amended, of Merrill Lynch & Co., Inc. (hereinafter called the
"Company"), certified by the Secretary of State of the State of Delaware. We
are familiar with the corporate proceedings had in connection with the proposed
issuance and sale by the Company to the Underwriter named in the Terms
Agreement referred to below, pursuant to an Underwriting Agreement dated August
25, 1993 (the "Underwriting Agreement"), among the Company, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and the other
firms named therein, as supplemented by the Terms Agreement dated January 20,
1994 (the "Terms Agreement") between the Company and MLPF&S, of $115,000,000
aggregate principal amount of the Company's Japan Index Equity Participation
Securities with Minimum Return Protection due January 31, 2000 (the "Notes").
We have also examined a copy of the Indenture between the Company
<PAGE>
and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company),
as Trustee, dated as of April 1, 1983, as amended and restated (the
"Indenture"), and the Company's Registration Statement on Form S-3 (File No. 33-
49947) relating to the Notes (the "Registration Statement").
Based upon the foregoing and upon such further investigation as we deemed
relevant in the premises, we are of the opinion that:
1. The Company has been duly incorporated under the laws of the State of
Delaware.
2. The Notes have been duly and validly authorized by the Company and when
the Notes have been duly executed and authenticated in accordance with the terms
of the Indenture and delivered against payment therefor as set forth in the
Underwriting Agreement, as supplemented by the Terms Agreement, the Notes will
constitute valid and legally binding obligations of the Company in accordance
with their terms, except to the extent that enforcement thereof may be limited
by bankruptcy, insolvency, reorganization or other laws relating to or affecting
enforcement of creditors' rights or by general equity principles.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and as an exhibit to the Current Report of the Company on Form 8-K
dated January 27, 1994.
Very truly yours,
/s/ Brown & Wood
2
