<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): February 4, 1998
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Merrill Lynch & Co., Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 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.)
<PAGE>
Item 5. Other Events
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Exhibits are filed herewith in connection with the Registration Statements
on Form S-3 (Files No. 333-28537 and 333-44173) 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 (the
"Indenture"). ML & Co. will issue $300,000,000 aggregate principal amount of
Floating Rate Notes due February 4, 2003 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 Floating Rate
Notes due February 4, 2003.
(5) & (23) Opinion re: legality; consent of
counsel.
Opinion of Brown & Wood LLP relating to the
Floating Rate Notes due February 4, 2003
(including consent for inclusion of such opinion
in this report and in Merrill Lynch & Co., Inc.'s
Registration Statements 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.
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(Registrant)
By: /s/ Theresa Lang
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Theresa Lang
Treasurer
Date: February 4, 1998
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED FEBRUARY 4, 1998
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
Floating Rate Notes due February 4, 2003.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating
to the Floating Rate Notes due
February 4, 2003 (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 590188 $300,000,000
MERRILL LYNCH & CO., INC.
Floating Rate Notes due February 4, 2003
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 THREE HUNDRED MILLION DOLLARS
($300,000,000) on February 4, 2003 and to pay interest thereon at a quarterly
rate of interest for each Interest Period (as defined herein) of LIBOR (as
defined herein) as determined on the Interest Determination Date (as defined
herein) plus 0.2% from February 4, 1998, or from the most recent date in respect
of which interest has been paid or duly provided for, on February 4, May 4,
August 4 and November 4 in each year (each, an "Interest Payment Date"),
commencing on May 4, 1998, per annum, until the principal hereof is paid or duly
made available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the 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
(as defined herein) 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 the Indenture.
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.
This Note is one of the series of Floating Rate Notes due February 4, 2003
(the "Notes"). If any Interest Payment Date would otherwise be a day that is
not a Business Day (as defined below), such Interest Payment Date will be
postponed to the next succeeding day that is a Business Day except that if such
Business Day falls in the next succeeding calendar month, such Interest Payment
Date will be the immediately preceding Business Day. Interest payable on each
Interest Payment Date will include interest accrued from and including the first
day of the Interest Period relating to such Interest Payment Date to and
including the last day of such Interest Period. "Interest Period" shall mean the
period beginning on and including February 4, 1998 and ending on and including
the day preceding the first Interest Payment Date, and thereafter, each
successive period beginning on and including each Interest Payment Date and
ending on and including the day preceding the next succeeding Interest Payment
Date. As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York and such day is also a London Business Day. "London Business
Day" means any day (other than a Saturday or Sunday) on which commercial banks
and foreign exchange markets settle payments in London, England.
The per annum rate of interest with respect to the Notes will be reset on
each Interest Reset Date and will be LIBOR, as defined below, plus 0.2%. Each
Interest Payment Date will be an Interest Reset Date. The interest rate
applicable to each Interest Period will be the rate determined on the Interest
Determination Date (as defined below) on which such Interest Period commences.
The interest rate in effect during the first Interest Period will equal a rate
of interest determined as if the original issue date, February 4, 1998, were an
Interest Reset Date. The "Interest Determination Date" applicable to an Interest
Reset Date will be the second London Business Day preceding such Interest Reset
Date.
With respect to each Interest Reset Date, LIBOR will be determined by
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Calculation Agent") on
the applicable Interest Determination Date and will be the rate for deposits in
United States dollars having a maturity of three months commencing on the second
London Business Day immediately following that Interest Determination Date that
appears on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date.
<PAGE>
If no such rate appears, the Calculation Agent will request the principal
London offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotation for deposits in United States dollars having a
maturity of three months commencing on the second London Business Day
immediately following such Interest Determination Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
Interest Determination Date and in a principal amount that is representative for
a single transaction in United States dollars in such market at such time. If at
least two such quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such Interest Determination
Date will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., in The City of New York, on such Interest Determination Date by three
major banks in The City of New York selected by the Calculation Agent for loans
in United States dollars to leading European banks, having a maturity of three
months and in a principal amount that is representative for a single transaction
United States dollars in such market at such time; provided, however, that if
the banks so selected by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR determined on such Interest Determination Date will be
LIBOR in effect on such Interest Determination Date.
"Telerate Page 3750" means page 3750 on the Dow Jones Telerate Service (or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
United States dollars) for the purpose of displaying the London interbank rates
("LIBOR") of major banks for United States dollars.
Interest on the Notes will be computed and paid on the basis of the actual
number of days for which interest accrues in each Interest Period divided by the
actual number of days in the relevant year.
All percentages resulting from any calculation on the Notes will 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).
The Company hereby covenants for the benefit of the Holders of Notes, to
the extent permitted applicable by law, not to claim voluntarily the benefits of
any laws concerning usurious rates of interest against holders of the Notes.
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
The Chase Manhattan Bank, as 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
Notes, and the terms upon which the Notes are, and are to be, authenticated and
delivered.
The Regular Record Date (herein "the Regular Record Date") shall be the
date 15 calendar days (whether or not a Business Day) prior to the Interest
Payment Date.
The Notes are not subject to redemption by the Company prior to maturity.
The Notes are not subject to any sinking fund.
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 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 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 on the face 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 face
hereof, the Notes are exchangeable for a like
<PAGE>
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 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 is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
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 The
Chase Manhattan 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: February 4, 1998
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities
of the series designated
therein referred to in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
<PAGE>
EXHIBIT (5) & (23)
February 4, 2003
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 Underwriters 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 January 29, 1998 (the
"Terms Agreement") between the Company and MLPF&S, of $300,000,000 aggregate
principal amount of the Company's Floating
<PAGE>
Rate Notes due February 4, 2003 (the "Notes"). We have also examined a copy of
the Indenture between the Company and The Chase Manhattan Bank, as Trustee,
dated as of April 1, 1983, as amended and restated (the "Indenture"), and the
Company's Registration Statements on Form S-3 (File Nos. 333-28537 and 333-
44173) 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, enforceable
against the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency, moratorium
reorganization or similar laws relating to or affecting creditors' rights
generally and except as enforcement thereof is subject to general principles at
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law).
<PAGE>
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 February 4, 1998.
Very truly yours,
/s/ Brown & Wood LLP
3
