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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): September 24, 1997
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Merrill Lynch & Co., Inc.
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(Exact name of Registrant as specified in its 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 10281-1220
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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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Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-28537) 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 The Chase Manhattan Bank (successor by merger to
Manufacturers Hanover Trust Company) (the "Indenture"). ML & Co. will issue
$16,500,000 aggregate principal amount of S&P 500 Inflation Adjusted Market
Index Target-Term Securities due September 24, 2007 under the Indenture. The
exhibits consist of the form of Securities 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 S&P 500
Inflation Adjusted Market Index Target-Term
Securities due September 24, 2007.
(5) & (23) Opinion re: legality; consent of
counsel.
Opinion of Brown & Wood llp relating to the S&P
500 Inflation Adjusted Market Index Target-Term
Securities due September 24, 2007 (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).
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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.
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(Registrant)
By: /s/ Theresa Lang
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Theresa Lang
Treasurer
Date: September 24, 1997
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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 SEPTEMBER 24, 1997
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
S&P 500 Inflation Adjusted Market
Index Target-Term Securities due
September 24, 2007.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP
relating to the S&P 500 Inflation
Adjusted Market Index Target-Term
Securities due September 24, 2007
(including consent for inclusion of
such opinion in this report and in
Merrill Lynch & Co., Inc.'s
Registration Statement relating to
such Securities).
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EXHIBIT (4)
THIS SECURITY IS A GLOBAL SECURITY 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
SECURITIES IN CERTIFICATED FORM, THIS SECURITY 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 SECURITY 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 SECURITY 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 686 $16,500,000
MERRILL LYNCH & CO., INC.
S&P 500 Inflation Adjusted Market Index Target-Term Securities(SM)
due September 24, 2007
Merrill Lynch & Co., Inc., a Delaware corporation (herein after 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 Adjusted Principal Amount plus the
Supplemental Redemption Amount, each as defined below, on September 24, 2007
(the "Stated Maturity").
Payment of the Adjusted Principal Amount and the Supplemental Redemption
Amount and any interest on any overdue amount thereof with respect to this
Security 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 Security is one of the series of S&P 500 Inflation Adjusted Market
Index Target-Term Securities(SM) due September 24, 2007 (the "Securities").
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(SM) "Market Index Target-Term Securities" is a service mark owned by Merrill
Lynch & Co., Inc.
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ADJUSTED PRINCIPAL AMOUNT
The "Adjusted Principal Amount" will equal the greater of (a) SIXTEEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($16,500,000) (the "Principal Amount") and
(b) the Principal Amount multiplied by the Final CPI divided by the Initial CPI.
The Initial CPI equals 160.3. The Final CPI will be determined by Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Calculation Agent", which term
also includes any successor thereto) and will equal the value of the non-
seasonally adjusted U.S. City Average All Items Consumer Price Index for All
Urban Consumers published by the Bureau of Labor Statistics of the Department of
Labor (the "CPI") for the third calendar month prior to September 24, 2007, as
reported on the seventh calendar day prior to the Stated Maturity.
SUPPLEMENTAL REDEMPTION AMOUNT
The "Supplemental Redemption Amount" with respect to this Security equals:
Ending Index Value - Benchmark Index Value
Principal Amount X ------------------------------------------
Benchmark Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero or more than $10 per $10 Principal Amount hereof. The "Benchmark
Index Value" equals 1089.38. The Ending Index Value will be determined by the
Calculation Agent, and will equal the average (arithmetic mean) of the closing
values of the Index determined on each of the first five Calculation Days during
the Calculation Period. If there are fewer than five Calculation Days, then the
Ending Index Value will equal the average (arithmetic mean) of the closing
values of the S&P 500 Composite Stock Price Index (the "Index") on such
Calculation Days, and if there is only one Calculation Day, then the Ending
Index Value will equal the closing value of the Index on such Calculation Day.
If no Calculation Days occur during the Calculation Period because of Market
Disruption Events as defined below, then the Ending Index Value will equal the
closing value of the Index determined on the last scheduled Index Business Day
in the Calculation Period, regardless of the occurrences of a Market Disruption
Event on such day. The "Calculation Period" means the period from and including
the seventh scheduled Index Business Day prior to the Stated Maturity to and
including the second scheduled Index Business Day prior to the Stated Maturity.
"Calculation Day" means any Index Business Day during the Calculation Period on
which a Market Disruption Event has not occurred. For purposes of determining
the Ending Index Value, an "Index Business Day" is a day on which The New York
Stock Exchange (the "NYSE") and the American Stock Exchange
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(the "AMEX") are open for trading and the Index or any successor index is
calculated and published. 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
Securities.
ADJUSTMENTS TO THE CPI
If at any time the method of calculating the CPI, or the value
thereof, is changed in any material respect, or if the CPI is in any other way
modified so that such CPI does not, in the opinion of the Calculation Agent,
fairly represent the value of the CPI had such changes or modifications not been
made, then, from and after such time, the Calculation Agent shall make such
adjustments for purposes of determining the Final CPI as, in the good faith
judgment of the Calculation Agent, may be necessary in order to arrive at a
calculation of a value of an inflation index comparable to the CPI as if such
changes or modifications had not been made.
If the CPI is discontinued while the Securities are outstanding, the
Calculation Agent shall determine an alternative index that in the Calculation
Agent's sole discretion is comparable to the CPI (the "Successor CPI"). Upon
the Calculation Agent's notification of such determination to the Trustee and
the Company, the Calculation Agent will substitute the Successor CPI for the
CPI. The Calculation Agent may make such adjustments to the values of the
Successor CPI in order to maintain the intended economic benefits to the Company
and the Holders of the Securities. Upon any selection by the Calculation Agent
of a Successor CPI, the Company shall cause notice thereof to be given to the
Holders of the Securities.
ADJUSTMENTS TO THE INDEX; MARKET DISRUPTION EVENTS
If at any time the method of calculating the Index, or the value
thereof, is changed in any 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 Ending Index 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
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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 either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to
NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated
by the NYSE or any other self regulatory organization 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, for
more than two hours of trading in 100 or more of the securities included in
the Index, or
(ii) the suspension or material limitation, in each case, for more
than two hours of trading (whether by reason of movements in price
otherwise exceeding levels permitted by the relevant exchange or otherwise)
in (A) futures contracts related to the Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the Index
which are traded on the Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading
day and/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.
DISCONTINUANCE OF THE INDEX
If Standard & Poor's ("S&P") discontinues publication of the Index and S&P
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 will substitute the Successor Index as calculated
by S&P or such other entity for the Index and calculate the Ending Index Value
as described above in the section entitled "Supplemental Redemption Amount."
Upon any selection by the Calculation Agent of a Successor Index, the Company
shall cause notice thereof to be given to Holders of the Securities.
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If S&P discontinues publication of the 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 Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount at maturity
will be a value computed by the Calculation Agent for each Calculation Day 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 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 S&P discontinues publication of the Index 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 Ending
Index 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 described above as if
such day were a Calculation Day. The Calculation Agent will 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.
GENERAL
This Security 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 The Chase Manhattan Bank (successor by merger to Manufacturers
Hanover Trust Company), as 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
Securities, 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 Securities.
The Securities are not subject to redemption by the Company or at the
option of the Holder prior to the Stated Maturity.
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Upon the occurrence of an Event of Default with respect to the Securities,
Holders of the Securities may accelerate the maturity of the Securities in the
manner and with the effect provided in the Indenture. The amount payable to a
Holder of this Security upon any acceleration permitted by the Securities, with
respect to each $10 principal amount thereof, will be equal to: (i) the Adjusted
Principal Amount, plus (ii) an additional amount of contingent interest
calculated as though the date of early repayment were the Stated Maturity of the
Securities.
In case of default in payment at the maturity date of the Securities
(whether at their Stated Maturity or upon acceleration), from and after the
maturity date the Securities shall bear interest, payable upon demand of the
beneficial owners thereof, at the rate of 6.58% 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 Securities to the
date payment of such amount has been made or duly provided for. Interest on any
overdue Adjusted 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 not less than 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 Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Adjusted Principal Amount plus the
Supplemental Redemption Amount with respect to this Security and any interest on
any overdue amount thereof at the time, place, and rate, and in the coin or
currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations set forth
therein and on the first page hereof, the transfer of this Security may be
registered on the Security Register of the Company, upon surrender of this
Security 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 Securities, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities are issuable only in registered form without coupons in
denominations of $10 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the first
page hereof, the Securities are exchangeable for a like aggregate principal
amount of Securities 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 Security shall be exchangeable or (z) an
Event of Default has occurred and is continuing with respect to the Securities,
this Security shall be exchangeable for Securities in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $10 and
integral multiples thereof. Such definitive Securities shall be registered in
such name or names as the Depository shall instruct the Trustee. If definitive
Securities are so delivered, the Company may make such changes to the form of
this Security as are necessary or appropriate to allow for the issuance of such
definitive Securities.
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.
Prior to due presentment of this Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security 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 Security which are defined in the Indenture but not
in this Security shall have the meanings assigned to them in the Indenture.
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Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Security 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: September 24, 1997
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series [Copy of Seal]
designated therein referred to in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
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EXHIBIT (5) & (23)
September 24, 1997
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 September 8, 1997
(the "Underwriting Agreement"), between the Company and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), as supplemented
by the Terms Agreement dated September 18, 1997 (the "Terms Agreement") between
the Company and MLPF&S (the "Underwriter"), of $16,500,000 aggregate principal
amount of the Company's S&P 500 Inflation Adjusted Market Index Target-Term
Securities due September 24, 2007 (the "Securities"). We have also examined a
copy of the Indenture between the Company and The Chase Manhattan Bank
(successor by merger to Manufacturers
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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. 333-28537) relating to the Securities (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 Securities have been duly and validly authorized by the Company and
when the Securities 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
Securities 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 September 24, 1997.
Very truly yours,
/s/ Brown & Wood LLP
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