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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): March 24, 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.)
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Item 5. Other Events
Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 33-51489) 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 $100,000,000 principal
amount of Constant Maturity Treasury Rate Indexed Notes due March 24, 1997 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 Constant
Maturity Treasury Rate Indexed Notes due March
24, 1997.
(5) & (23) Opinion re: legality; consent of
counsel.
Opinion of Brown & Wood relating to the Constant
Maturity Treasury Rate Indexed Notes due March
24, 1997 (including consent for inclusion of such
opinion in this report and in Merrill Lynch &
Co., Inc.'s Registration Statement relating to
such Notes).
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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: March 24, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED MARCH 24, 1994
COMMISSION FILE NUMBER 1-7182
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EXHIBIT INDEX
Exhibit No. Description Page
(4) Instruments defining the rights of
security holders, including
indentures.
Form of Merrill Lynch & Co., Inc.'s
Constant Maturity Treasury Rate
Indexed Notes due March 24, 1997.
(5) & (23) Opinion re: legality; consent of
counsel.
Opinion of Brown & Wood relating to
the Constant Maturity Treasury Rate
Indexed Notes due March 24, 1997
(including consent for inclusion of
such opinion in this report and in
Merrill Lynch & Co., Inc.'s
Registration Statement relating to
such Notes).
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EXIBIT (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 590188 FH 6 $
MERRILL LYNCH & CO., INC.
CONSTANT MATURITY TREASURY RATE INDEXED NOTE DUE MARCH 24, 1997
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter called 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 ($
) on March 24, 1997 and to pay interest thereon from March 24, 1994,
or from the most recent date in respect of which interest has been paid or duly
provided for, quarterly on March 24, June 24, September 24 and December 24 of
each year (each, an "Interest Payment Date"), commencing June 24, 1994, until
the principal hereof is paid or duly made available for payment. The rate of
interest payable on the Notes will be reset on each Interest Payment Date, and
will equal a per annum rate equal to the "Constant Maturity Treasury Rate" (as
defined herein) minus .30%, as determined on each Interest Determination Date
(as defined herein) by Merrill Lynch Capital Services, Inc. (the "Calculation
Agent"). The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall
be the March 9, June 9, September 9 or December 9 (whether or not a Business
Day) next preceding such Interest Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date, shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, as more fully provided in such Indenture.
This Note is one of the series of Constant Maturity Treasury Rate Indexed
Notes due March 24, 1997 (the "Notes"). Reference is hereby made to the further
provisions of this Note set forth on the subsequent pages hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Interest payments on the Notes will equal the amount of interest accrued
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid (or from and including the date of issue, if no
interest has been paid with respect to the Notes), to but excluding the related
Interest Payment Date or date of maturity. Accrued interest on the Notes will
be calculated by multiplying the face amount of each Note by an accrued interest
factor. Such accrued interest factor will be computed by adding the interest
factor calculated for each day for which interest is being calculated. The
interest factor for each such day will be computed by dividing the interest rate
applicable to such day by the actual number of days during the applicable year.
The interest rate in effect on each day shall be (a) if such day is an Interest
Payment Date, the interest rate determined as of the Interest Determination Date
immediately preceding such Interest Payment Date or (b) if such day is not an
Interest Payment Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Payment Date.
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The interest rate applicable to each interest reset period will be the rate
determined as of the applicable Interest Determination Date with respect to the
Interest Payment Date on which such period commences. The "Interest
Determination Date" pertaining to an Interest Payment Date shall be the second
Business Day preceding such Interest Payment Date; provided, however, that the
Interest Determination Date pertaining to the June 24, 1994 Interest Payment
Date shall be March 22, 1994. If any Interest Payment Date would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding day that is a Business Day.
"Constant Maturity Treasury Rate" shall mean for any Interest Determination
Date:
(i) The rate which appears on Telerate Page 7052, "WEEKLY AVG YIELDS
ON TREASURY CONSTANT MATURITIES", under the column entitled "2YR" and in
the row opposite the date of the last Business Day of the week prior to the
Interest Determination Date appearing in the column entitled "WEEK END",
which appears as of 5:00 P.M., New York City time, on the applicable
Interest Determination Date. "Telerate Page 7052" means the display
designated as page 7052 on the Dow Jones Telerate Service (or such page as
may replace page 7052 on that service). The rate which appears on Telerate
Page 7052 under the column entitled "2YR" is the rate described in
paragraph (ii) below published in the most recent H.15(519) (as defined
below).
(ii) If the Constant Maturity Treasury Rate as described in clause
(i) is not available by 5:00 P.M., New York City time, on the applicable
Interest Determination Date, the Constant Maturity Treasury Rate shall
equal the one-week average yield on United States Treasury securities at
"constant maturity", as published in the most recent H.15(519) in the
column entitled "Week Ending" for the date of the last Business Day of the
week prior to the Interest Determination Date and opposite the heading
"Treasury constant maturities--2-year".
(iii) If the most recent H.15(519) available on the applicable
Interest Determination Date as described in clause (ii) above does not
contain a heading for the date of the last Business Day of the week prior
to the Interest Determination Date under the column entitled "Week Ending",
the Constant Maturity Treasury Rate will be such United States Treasury
constant maturity rate (or other United States Treasury rate) for two-year
United States Treasury securities at "constant maturity" for such Interest
Determination Date (a) as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
the Treasury, and (b) that the Calculation Agent determines to be
comparable to the rate formerly published in H.15(519).
(iv) If the Constant Maturity Treasury Rate as described in clause
(iii) is not published on the Interest Determination Date, the Constant
Maturity Treasury Rate shall be a yield to maturity for direct noncallable
fixed rate obligations of the United States ("Treasury Notes") most
recently issued with an original maturity of approximately two years and an
original issue date within the immediately preceding year based on the
yield (which yield is based on asked prices) for such issue of Treasury
Notes for such Interest Determination Date, as published by the Federal
Reserve Bank of New York in its daily statistical release entitled
"Composite 3:30 P.M. Quotations for U.S. Government Securities" (or any
successor or similar publication selected by the Calculation Agent
published by the Board of Governors of the Federal Reserve System, the
Federal Reserve Bank of New York or any other Federal Reserve Bank or
affiliated entity).
(v) If the Constant Maturity Treasury Rate as described in clause
(iv) is not published on the Interest Determination Date, the Constant
Maturity Treasury Rate shall be calculated by the Calculation Agent and
will be a yield to maturity (expressed as a bond equivalent and as a
decimal rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point with five one-millionths of a
2
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percentage point rounded up, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) based on the arithmetic mean of
the secondary market bid prices as of approximately 3:30 P.M., New York
City time, on such Interest Determination Date of three primary United
States government securities dealers in The City of New York selected by
the Calculation Agent (from five such dealers and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)) for Treasury
Notes with an original maturity of approximately two years and an original
issue date within the immediately preceding year. If three or four (and
not five) of such dealers are quoting as described in this clause (v), then
the Constant Maturity Treasury Rate shall be based on the arithmetic mean
of the bid prices obtained and neither the highest nor the lowest of such
quotations will be eliminated.
(vi) If fewer than three dealers selected by the Calculation Agent
are quoting as described in clause (v), the Constant Maturity Treasury Rate
shall be calculated by the Calculation Agent and will be a yield to
maturity (expressed as a bond equivalent and as a decimal rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point with
five one-millionths of a percentage point rounded up, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) based
on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three leading primary United States government
securities dealers in The City of New York selected by the Calculation
Agent (from five such dealers and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)) for Treasury Notes with an
original maturity of approximately ten years and a remaining term to
maturity closest to two years. If three or four (and not five) of such
dealers are quoting as described in this clause (v), then the Constant
Maturity Treasury Rate shall be based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of such quotations
will be eliminated.
(vii) If fewer than three dealers selected by the Calculation Agent
are quoting as described in clause (vi), the Constant Maturity Treasury
Rate shall be the Constant Maturity Treasury Rate in effect on the
preceding Interest Payment Date (or, in the case of the initial Interest
Determination Date, the one-week average yield on two-year United States
Treasury securities at "constant maturity" as published in the most recent
H.15(519)).
In the case of clause (vi), if two Treasury Notes with an original
maturity of approximately ten years have remaining terms to maturity
equally close to two years, the quotes for the Treasury Note with the
shorter remaining term to maturity shall be used.
"H.15(519)" means the weekly statistical release designated as such,
published by the Board of Governors of the Federal Reserve System.
All percentages resulting from any calculation on the Notes shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation on the Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).
Payment of the principal of and the interest on this Note will 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; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
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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 called the "Indenture"), between the Company and
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company),
Trustee (herein called 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 Notes are not subject to redemption by the Company prior to maturity.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
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 Securities 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 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 of and interest on this Note,
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 herein, 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 herein, 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.
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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 other governmental charge payable in connection therewith.
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 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 [Copy of Seal]
of the series designated
therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
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EXHIBIT (5) & (23)
March 24, 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 January 14, 1994
(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 March 15, 1994 (the "Terms
Agreement") between the Company and MLPF&S, of $100,000,000 aggregate principal
amount of the Company's Constant Maturity Treasury Rate Indexed Notes due March
24, 1997 (the "Notes"). We have also examined a copy of the
<PAGE>
Indenture between the Company 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. 33-51489) 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 March 24, 1994.
Very truly yours,
/s/ Brown & Wood
2
