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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 12, 1995
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Merrill Lynch & Co., Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7182 13-2740599
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
World Financial Center, North Tower, New York, New York 10281-1332
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On January 12, 1995, an action was commenced in the United States
Bankruptcy Court for the Central District of California (the "Bankruptcy Court")
by Orange County, California (the "County") and the Orange County Investment
Pools (the "Pools"), both of which filed bankruptcy petitions in the Bankruptcy
Court on December 6, 1994, against Merrill Lynch & Co., Inc. (the "Corporation")
and certain of its subsidiaries in connection with the Corporation's business
activities with the County.
The County and the Pools seek relief totaling in excess of $2 billion
in connection with various securities transactions between the County and/or the
Pools and the Corporation and its subsidiaries. The complaint alleges, among
other things, that these transactions violated California law and should be
adjudged null and void, that the Corporation and its subsidiaries violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder, and that the Corporation and its subsidiaries breached a fiduciary
duty owed to the County and/or the Pools.
In addition, other actions have been brought against the Corporation
and/or certain of its officers, directors and employees and certain of its
subsidiaries in the United States District Court for the Central District of
California, the United States District Court for the Southern District of New
York and in state courts in California and New York. These include class
actions and stockholder derivative actions brought by persons alleging harm to
themselves or to the Corporation arising out of the Corporation's dealings with
the County and the Pools, or from the purchase of debt instruments issued by the
County that were underwritten by the Corporation's subsidiary, Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
The Corporation will vigorously contest these actions and believes it
has meritorious defenses. Although the ultimate outcome of these actions cannot
be ascertained at this time, it is the opinion of management that the resolution
of these actions will not have a material adverse effect on the consolidated
financial condition or the operating results of the Corporation (set forth in
the Corporation's Preliminary Unaudited Earnings Summary for the year ended
December 30, 1994 as contained in the Corporation's Current Report on Form
8-K dated January 23, 1995 filed with the Securities and Exchange Commission).
The Corporation has also received inquiries from various governmental
entities examining the underlying events and is cooperating with these
inquiries.
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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, hereunto duly authorized.
MERRILL LYNCH & CO., INC.
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(Registrant)
By:/s/ Gregory T. Russo
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Gregory T. Russo
Secretary
Date: January 23, 1995
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