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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 31, 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
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Exhibits are filed herewith in connection with the Registration Statements
on Form S-3 (File Nos. 33-49947 and 33-52647) 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
$25,000,000 aggregate principal amount of the Company's AMEX Oil Index Stock
Market Annual Reset Term Notes due December 29, 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
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EXHIBITS
(4) Instruments defining the rights of
security holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s AMEX Oil
Index Stock Market Annual Reset Term Notes due
December 29, 2000.
(5) & (23) Opinion re: legality; consent of
counsel.
Opinion of Brown & Wood relating to the AMEX Oil
Index Stock Market Annual Reset Term Notes due
December 29, 2000 (the "Notes") (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statements 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)
/s/ Theresa Lang
By: _________________________
Theresa Lang
Treasurer
Date: March 31, 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 31, 1994
Commission File Number 1-7182
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EXHIBIT INDEX
Exhibit No. Description Page
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(4) Instruments defining the rights of security holders,
including indentures.
Form of Merrill Lynch & Co., Inc.'s AMEX Oil
Index Stock Market Annual Reset Term Notes due
December 29, 2000.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood relating to the AMEX Oil
Index Stock Market Annual Reset Term Notes due
December 29, 2000 (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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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 IS 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-1
CUSIP 590 188 FG8 $DOLLARS
MERRILL LYNCH & CO., INC.
AMEX Oil Index(SM) Stock Market Annual Reset Term/SM/ Notes
due December 29, 2000
("SMART Notes/SM/")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
herein referred to), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of DOLLARS
($ ) (the "Principal Amount") on December 29, 2000 (the "Stated
Maturity"), and to pay interest thereon in accordance with the provisions below
from March 31, 1994, or from the most recent date in respect of which interest
has been paid or duly provided for, until the principal hereof is paid or duly
made available for payment. The Company shall pay interest semiannually on each
June 30 of each year ("June Payment Dates") and December 31 of each year and at
maturity ("December Payment Dates") commencing June 30, 1994, as described
below, to the persons in whose names the Notes are registered on the immediately
preceding June 29 or December 30 and at maturity to the person to whom the
principal is payable. Notwithstanding the foregoing, if it is known at least
three Business Days prior to December 31 that December 31 will not be a
Business Day, the amount payable by the Company with respect to such December
Payment Date shall be made on the Business Day immediately preceding such
December 31 to the persons in whose names the
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/SM/"SMART Notes" and "Stock Market Annual Reset Term" are service mark of
Merrill Lynch and Co., Inc.
"Oil Index/SM/" is a registered service mark of the American Stock Exchange,
Inc.
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Notes are registered on the second Business Day immediately preceding such
December 31 and the amount so paid shall equal an amount as if interest had
accrued through December 31.
Payment of the Principal Amount and interest 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.
For each full calendar year, the Company shall pay interest in an amount
equal to the following for each $1,000 principal amount of Notes:
$1,000 X Average Percent Change X 85%
provided, however, that the per annum amount payable as a result of the
foregoing on the Notes shall not be less than $20 per $1,000 principal amount of
Notes (the "Minimum Annual Payment") on a per annum basis (2% per annum). For
each Note, the Company shall pay half of the Minimum Annual Payment for each
calendar year on the June Payment Date, and shall pay the balance, if any, of
the annual amount payable for such year on the December Payment Date. The
amount payable on the June Payment Date in 1994 shall equal $10 per $1,000
principal amount of Notes prorated based on the ratio of the number of days from
and including the original issuance date of the Notes to but excluding such June
Payment Date, computed on the basis of a year consisting of 360 days of twelve
30-day months, divided by 180. The amount payable, if any, on the December
Payment Date in 1994 that is in excess of the Minimum Annual Payment for 1994
for this Note shall be prorated based on the ratio of the number of days from
and including the date this Note is issued to but excluding such December
Payment Date, computed on the basis of a year consisting of 360 days of twelve
30-day months, divided by 360.
The "Average Percent Change" applicable to the determination of the amount
payable in any calendar year will equal:
Ending Average Value - Starting Annual Value
--------------------------------------------
Starting Annual Value
The "Starting Annual Value" applicable to the determination of the amount
payable in a calendar year shall equal the closing value of the AMEX Oil Index
on the last AMEX Business Day in the immediately preceding calendar year as
determined by State Street Bank and Trust Company, or successor (the
"Calculation Agent"); provided, however, the "Starting Annual Value" applicable
to the December Payment Date in 1994 shall equal 258.61. The "AMEX Oil Index"
shall mean the Oil Index calculated, published and disseminated by the American
Stock Exchange, Inc., (the "AMEX"). The "Ending Average Value" applicable to
the determination of the amount payable in a calendar year shall equal the
arithmetic average (mean) of the
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Quarterly Values of the AMEX Oil Index for each calendar quarter during such
year as determined by the Calculation Agent; provided, however, the Ending
Average Value for 1994 shall equal the arithmetic average (mean) of the
Quarterly Values of the AMEX Oil Index for the calendar quarters ending in June,
September and December of 1994. The "Quarterly Value" for any of the first three
calendar quarters in a calendar year shall be the closing value of the AMEX Oil
Index on the last scheduled AMEX Business Day in any such calendar quarter;
provided, however, that if a Market Disruption Event has occurred on such last
scheduled AMEX Business Day in such calendar quarter, the Quarterly Value for
such calendar quarter shall be the closing value of the AMEX Oil Index on the
next succeeding scheduled AMEX Business Day regardless of whether a Market
Disruption Event occurs on such day. The "Quarterly Value" for the fourth
calendar quarter in a calendar year shall be the closing value of the AMEX Oil
Index on the seventh scheduled AMEX Business Day preceding the end of such
calendar quarter; provided, however, that if a Market Disruption Event has
occurred on such seventh scheduled AMEX Business Day, the Quarterly Value for
such calendar quarter shall be the closing value of the AMEX Oil Index on the
sixth scheduled AMEX Business Day preceding the end of such calendar quarter
regardless of whether a Market Disruption Event occurs on such day. The
Calculation Agent shall determine scheduled AMEX Business Days.
Any day on which a Starting Annual Value or a closing value of the AMEX Oil
Index for a calendar quarter is required to be calculated is referred to herein
as a "Calculation Day". An "AMEX Business Day" is a day on which the American
Stock Exchange is open for trading. All determinations made by the Calculation
Agent shall be at the sole discretion of the Calculation Agent and, in the
absence of manifest error, shall be conclusive for all purposes and binding on
the Company and the Holders of the Notes. 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
shall be rounded to the nearest cent (with one-half cent being rounded upwards).
If at any time the method of calculating the AMEX Oil Index, or the value
thereof, is changed in a material respect, or if the AMEX Oil 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 AMEX Oil 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
Calculation Day, 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
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stock index comparable to the AMEX Oil Index as if such changes or modifications
had not been made, and calculate such closing value with reference to the AMEX
Oil Index, as adjusted. Accordingly, if the method of calculating the AMEX Oil
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 AMEX Oil Index as if it had not been modified (e.g., as if such
split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to
New York Stock Exchange Rule 80A (or any applicable rule or regulation
enacted or promulgated by the New York Stock Exchange, the American Stock
Exchange, or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this
definition), in each case, during the last half hour of trading in any of
the component stocks, or depository receipts representing such stocks,
included in the AMEX Oil Index on any national securities exchange in the
United States, or
(ii) the suspension or material limitation, in each case during the
last half hour of trading (whether by reason of movements in price
exceeding levels permitted by the relevant exchange or otherwise), in (A)
futures contracts related to the AMEX Oil Index which are traded on any
exchange or board of trade in the United States (B) option contracts
related to the AMEX Oil Index which are traded on the American Stock
Exchange.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading shall not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
If the AMEX discontinues publication of the AMEX Oil Index 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 the AMEX Oil 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 AMEX Oil Index and calculate
the annual amount payable as described above. Upon any selection
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by the Calculation Agent of a Successor Index, the Company shall cause notice
thereof to be given to Holders of the Notes.
If the AMEX discontinues publication of the AMEX Oil Index and a Successor
Index is not selected by the Calculation Agent or is no longer published on any
of the Calculation Days, the value to be substituted for the AMEX Oil Index for
any such Calculation Day used to calculate the annual amount payable shall be a
value computed by the Calculation Agent for each Calculation Day in accordance
with the procedures last used to calculate the AMEX Oil Index prior to any such
discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the AMEX Oil Index such Successor Index
or value shall be substituted for the AMEX Oil Index for all purposes, including
for purposes of determining whether a Market Disruption exists.
If the AMEX discontinues publication of the AMEX Oil Index prior to the
period during which the amount payable with respect to any year is to be
determined and the Calculation Agent determines that no Successor Index is
available at such time, then on each AMEX Business Day until the earlier to
occur of (i) the determination of the amount payable with respect to such year
or (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 amount payable with respect to such year as described in the
preceding paragraph as if such day were a Calculation Day. 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
available by telephone.
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 or at the option of
the Holder prior to the Stated Maturity.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall have occurred and be continuing, the amount payable to the Holder
of a Note upon any acceleration permitted by the Notes, shall equal: (i) the
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principal amount thereof, plus (ii) an additional amount, if any, of interest
calculated as though the date of early repayment were a December Payment Date
and prorated through such date of early repayment in the same manner as the
amount payable on the December Payment Date in 1994 was prorated. If Quarterly
Values have been calculated prior to the early redemption date for the calendar
year in which such early redemption date occurs, such Quarterly Values shall be
averaged with the value of the AMEX Oil Index determined with respect to such
date of early redemption. If no Quarterly Values have been calculated prior to
the early redemption date for the calendar year in which the early redemption
date occurs, the Ending Average Value for such calendar year shall be the value
of the AMEX Oil Index determined with respect to such date of early redemption.
The Minimum Supplemental Redemption Amount with respect to any such early
redemption date shall be an amount equal to the interest which would have
accrued on the Notes from and including January 1 in the calendar year in which
such early redemption date occurs, or the date of original issuance of the Notes
if such early redemption date occurs in 1994, to but excluding the date of early
redemption at an annualized rate of 2% calculated on a semiannual 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 Notes shall bear interest, payable upon demand of the Holders thereof at the
rate of 7% 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.
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.
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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 interest with
respect to this Note at the times, places, 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 his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or
transferees. The Company hereby covenants to the extent permitted by law, not
to claim voluntarily the benefits of any laws concerning usurious rates of
interest against a Holder of the Notes.
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) DTC 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 DTC 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 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.
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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.
This Note is one of the Series of AMEX Oil Index Stock Market Annual Reset
Term Notes due December 29, 2000 (the "Notes").
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 benefit 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.
MERRILL LYNCH & CO., INC.
By:___________________________
Treasurer
[SEAL] Attest: ____________________
Secretary
Dated: March 31, 1994
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By:________________________
Authorized Officer
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Exhibit (5) & (23)
March 31, 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 March 22, 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 24, 1994
(the "Terms Agreement") between the Company and MLPF&S, of $25,000,000 aggregate
principal amount of the Company's AMEX Oil Index Stock Market Annual Reset Term
Notes due December 29, 2000 (the "Notes"). We have also examined a copy of the
Indenture between the Company and Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), as Trustee, dated as of
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April 1, 1983, as amended and restated (the "Indenture"), and the Company's
Registration Statements on Form S-3 (File Nos. 33-49947 and 33-52647) relating
to the Notes (the "Registration Statements").
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
Statements and as an exhibit to the Current Report of the Company on Form 8-K
dated March 31, 1994.
Very truly yours,
/s/ Brown & Wood
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