<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): July 2, 1998
------------
<TABLE>
<CAPTION>
Merrill Lynch & Co., Inc.
-------------------------
(Exact name of Registrant as specified in its charter)
<S> <C> <C>
Delaware 1-7182 13-2740599
- ------------------------------------------------------------------------------
(State or other (Commission (I.R.S.Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
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.)
<PAGE>
Item 5. Other Events
- ------- -------------
Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 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 October 1, 1993, as amended and
restated, between ML & Co. and The Chase Manhattan Bank (the "Indenture"). ML &
Co. will issue $10,000,000 aggregate principal amount of Medium-Term Notes,
Series B due July 3, 2000 (Linked to the Common Stock of Travelers Group, Inc.)
under the Indenture. The exhibits consist of the form of Note and the First
Supplemental Indenture, dated as of June 1, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
EXHIBITS
(4)(a) First Supplemental Indenture, between Merrill Lynch &
Co., Inc. and The Chase Manhattan Bank, dated as of
June 1, 1998.
(4)(b) Form of Merrill Lynch & Co., Inc.'s Medium-Term Notes,
Series B due July 3, 2000 (Linked to the Common Stock
of Travelers Group, Inc.).
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.
------------------------------
(Registrant)
By:/s/ Theresa Lang
---------------------------
Theresa Lang
Treasurer
Date: July 1, 1998
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JULY 1, 1998
COMMISSION FILE NUMBER 1-7182
4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
(4)(a) First Supplemental Indenture, between Merrill
Lynch & Co., Inc. and The Chase Manhattan Bank,
dated as of June 1, 1998.
(4)(b) Form of Merrill Lynch & Co., Inc.'s Medium-Term
Notes, Series B due July 3, 2000 (Linked to the
Common Stock of Travelers Group, Inc.).
5
<PAGE>
EXHIBIT 4a
MERRILL LYNCH & CO., INC.
TO
THE CHASE MANHATTAN BANK,
as Trustee
------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 1, 1998
-----------------------------------
Supplemental to Indenture
Dated as of October 1, 1993
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
PAGE
----
Article I
DEFINITIONS
Section 1.01. Definitions................................................... 2
Article II
AMENDMENT OF CERTAIN PROVISIONS OF THE PRINCIPAL INDENTURE
Section 2.01. Amendments Relating to the Delivery of Other Securities....... 2
Article III
MISCELLANEOUS
Section 3.01. Effect of Supplemental Indenture.............................. 9
Section 3.02. Conflict with Trust Indenture Act............................. 9
Section 3.03. Successors and Assigns........................................ 9
Section 3.04. Separability Clause........................................... 9
Section 3.05. Benefits of Supplemental Indenture............................ 9
Section 3.06. Governing Law................................................. 9
Section 3.07. Execution in Counterparts..................................... 9
Section 3.08. Responsibility for Recitals................................... 9
</TABLE>
i
<PAGE>
First Supplemental Indenture, dated as of June 1, 1998 (the "Supplemental
Indenture"), by and between Merrill Lynch & Co., Inc., a corporation organized
and existing under the laws of the State of Delaware, having its principal
office at World Financial Center, New York, New York 10281 (the "Company"), and
The Chase Manhattan Bank, formerly known as Chemical Bank (successor by merger
to Manufacturers Hanover Trust Company), a corporation duly organized and
existing under the laws of the State of New York and having its Corporate Trust
Office at 450 West 33rd Street, New York, New York 10001, as trustee (the
"Trustee").
WHEREAS, the Company has heretofore executed and delivered its Indenture,
dated as of October 1, 1993(as amended and supplemented to the date hereof, the
"Principal Indenture"), to the Trustee to provide for the issuance from time to
time of its unsecured and unsubordinated debentures, notes or other evidences of
senior indebtedness (the "Securities"), unlimited as to principal amount or
aggregate issue price, as the case may be, and
WHEREAS, the Principal Indenture and this Supplemental Indenture are
hereinafter collectively referred to as the "Indenture"; and
WHEREAS, the Company proposes to allow for terms of the Securities which
will require the Company to pay and discharge the Securities on their maturity
date by delivering to the Holders thereof other securities (whether or not
issued by, or the obligations of, the Company) or a combination of cash, other
securities and/or other property, as provided herein; and
WHEREAS, Section 901 of the Principal Indenture provides that, without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Principal Indenture, in form satisfactory to the
Trustee, (a) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301 thereof and (b) to cure any ambiguity, to
correct or supplement any provision in the Principal Indenture which may be
defective or inconsistent with any other provision of the Principal Indenture,
or to make any other provisions with respect to matters or questions arising
under the Principal Indenture which shall not adversely affect the interests of
the Holders of Securities of any series or any related coupons in any material
respect; and
WHEREAS, the Company has duly authorized the execution and delivery of this
Supplemental Indenture, and all things necessary to make this Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done;
NOW, THEREFORE, the Company and the Trustee, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby covenant and agree, for the
equal and proportionate benefit of all Holders, as follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. For all purposes of the Principal
-----------
Indenture and this Supplemental Indenture relating to the series of Securities
that allow for the delivery of other securities (whether or not issued by, or
the obligations of, the Company), or a combination of cash, other securities
and/or other property, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined in this Article One have the
meanings assigned to them in this Article One. Capitalized terms used in the
Principal Indenture and this Supplemental Indenture but not defined herein are
used as they are defined in the Principal Indenture.
"Maturity Consideration" means the securities (whether or not issued
by, or the obligation of, the Company), the amount of cash (including
principal and premium, if any), or a combination of cash, securities and/or
other property, in either case deliverable upon payment and discharge of
the Securities on the Maturity Date as provided by or established in, from
time to time, a Board Resolution, and set forth in an Officer's Certificate
or established in one or more supplemental indentures.
"Supplemental Indenture" has the meaning specified in the first
paragraph of this instrument.
ARTICLE II
AMENDMENT OF CERTAIN PROVISIONS
OF THE PRINCIPAL INDENTURE
Section 2.01. Amendments Relating to the Delivery of Other
--------------------------------------------
Securities. The Principal Indenture is hereby amended as follows:
- ----------
(a) By amending Section 301 of the Principal Indenture (i) adding as a
new clause (16) the following: "(16) the obligation, if any, of the Company to
pay and discharge the Securities of such series at maturity by delivering to the
Holders thereof other securities (whether or not issued by, or the obligation
of, the Company), or a combination of cash, other securities and/or other
property, and the terms and conditions upon which such payment and discharge
shall be effected (including, without limitation, the initial payment price or
rate and any other provision in addition to or in lieu of those set forth in
this Indenture relative to such obligation;"; and (ii) renumbering current
clauses (16) and (17) of Section 301 to clauses (17) and (18), respectively.
(b) By deleting the first paragraph of Section 308 of the Principal
Indenture in its entirety and inserting in its stead the following:
2
<PAGE>
"SECTION 308. Persons Deemed Owners. Prior to due presentment of a
Securities Certificate for registration of transfer of Securities evidenced
thereby, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Securities Certificate is
registered as the owner of the Securities evidenced thereby for the purpose
of receiving delivery or payment of the Maturity Consideration in respect
of, and (subject to Sections 305 and 307) interest on, and Additional
Amounts with respect to such Securities and for all other purposes
whatsoever, whether or not such Securities be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary."
(c) By amending Section 501 of the Principal Indenture by (i) adding as
a new clause (5) the following:
"(5) default in the delivery or payment of the Maturity Consideration
on the Maturity Date; or"; and (ii) renumbering current clauses (5), (6)
and (7) of Section 501 to clauses (6), (7) and (8), respectively.
(d) By deleting Section 502 of the Principal Indenture in its entirety and
inserting in its stead the following:
"SECTION 502. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount or
aggregate issue price, as the case may be, of the Outstanding Securities of
that series may declare the principal of all the Securities of that series,
an amount equal to the principal amount or aggregate issue price, as the
case may be, of all the Securities to be due and payable immediately, or
such amount or aggregate issue price, as the case may be, as may be
provided for in the Securities of that series, by a notice in writing to
the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such amount shall become immediately due and
payable in cash as though the date of acceleration were the Maturity Date.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount or
aggregate issue price, as the case may be, of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind
and annul such declaration or Event of Default and its consequences if
(1) the Company has deposited with or paid the Trustee
(A) the Maturity Consideration relating to any Securities which
have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for in the
Securities,
3
<PAGE>
(B) all overdue installments of interest on and any Additional
Amounts payable in respect of all Securities of that series,
(C) the principal of (and premium, if any), on any Securities of
that series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates borne by or
provided for in such Securities,
(D) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest and Additional Amounts
at the rate or rates borne by or provided for in such Securities, and
(E) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel,
and
(2) all Events of Default with respect to the Securities, other than
the non-delivery or non-payment of the Maturity Consideration, due solely
by reason of such declaration of acceleration, have been cured or waived as
provided in Section 513.
No such rescission shall affect any subsequent default or impair any
right consequent thereon."
(e) By deleting the first paragraph of Section 503 of the Principal
Indenture in its entirety and inserting in its stead the following:
"The Company covenants that, if default is made in the payment of any
installment of interest on or any Additional Amounts payable in respect of
any Securities (other than interest due on the Maturity Date) when such
interest or such Additional Amounts shall have become due and payable and
such default continues for a period of 30 days, the Company will, upon
demand of the Trustee pay to it, for the benefit of the Holders of such
Securities, an amount equal to the principal amount or aggregate issue
price, as the case may be, of all the Securities, the whole amount of
interest and any Additional Amounts then due and payable on such Securities
and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue interest or any Additional Amounts, at
the rate borne by the Securities and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.
"The Company further covenants that, if the Maturity Consideration or
any interest due on the Maturity Date is not delivered or paid in respect
of any Securities on the Maturity Date, the Company will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities,
the Maturity Consideration then due and payable on such Securities, the
whole amount of interest then due and payable on such Securities and, to
the extent that payment of such interest shall be legally enforceable,
4
<PAGE>
interest on any Maturity Consideration that is overdue and on any overdue
interest, at the rate borne by the Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel."
"If the Company fails to deliver or to pay the Maturity Consideration
forthwith upon such demand, the Trustee, in its own name and as trustee of
an express trust, may institute a judicial proceeding for the collection of
the Maturity Consideration and any such additional amount so due and
undelivered or unpaid, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any other
obligor upon the Securities and collect the consideration adjudged or
decreed to be deliverable or payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities,
wherever situated."
(f) By deleting Section 506 of the Principal Indenture in its entirety and
inserting in its stead the following:
"SECTION 506. Application of Money Collected. Any money collected by
------------------------------
the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of the Maturity Consideration
interest or any Additional Amounts, upon presentation of the relevant
Securities Certificate and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under Section
607;
SECOND: To the payment of any amounts then due and unpaid on the
Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities; and
THIRD: The balance, if any, to the Person or Persons entitled
thereto."
(g) By deleting Section 507 (2) and (5) of the Principal Indenture in their
entirety and inserting in their stead the following:
"(2) The Holders of not less than 25% in principal amount or aggregate
issue price, as the case may be, of the Outstanding Securities of that
series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;"
"(5) No direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount or aggregate issue price, as the case may be, of the
Outstanding Securities of that series;"
5
<PAGE>
(h) By deleting Section 508 of the Principal Indenture in its entirety and
inserting in its stead the following:
"SECTION 508. Unconditional Right of Holders to Receive the Maturity
Consideration and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Securities shall have the right, which is
absolute and unconditional, to receive (subject to Section 502) delivery or
payment of the Maturity Consideration and in respect of (subject to
Sections 305 and 307) interest on and any Additional Amounts payable in
respect of such Securities and to institute suit for the enforcement of any
such delivery or payment, and such right shall not be impaired without the
consent of such Holder."
(i) By deleting the first clause of the first sentence of Section 513 of
the Principal Indenture in its entirety and inserting in its stead the
following:
(1) in the delivery or payment of the Maturity Consideration
or interest on or Additional Amounts payable in respect of any
Securities, or
(j) By deleting Section 801 of the Principal Indenture in its entirety and
inserting in its stead the following:
"SECTION 801. Consolidations and Mergers of the Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions. The
Company may consolidate with, or sell, lease or convey all or substantially
all of its assets to, or merge with or into any other corporation, provided
that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation shall be a corporation organized
and existing under the laws of the United States of America or a State
thereof and such successor corporation shall expressly assume the due and
punctual delivery or payment of the Maturity Consideration in respect of,
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed by the Company by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (ii) the Company or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or
such sale, lease or conveyance, be in default in the performance of any
such covenant or condition."
(k) By deleting the first sentence of Section 902 of the Principal
Indenture in its entirety and inserting in its stead the following:
"With the consent of the Holders of not less than 66 2/3% of the
principal amount or aggregate issue price, as the case may be, of the
Outstanding Securities, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities under this Indenture;
provided, however,
6
<PAGE>
that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Securities affected thereby,
(1) change the Maturity Date or the Stated Maturity of any
installment of interest on any Securities, or reduce the amount of
Maturity Consideration deliverable or payable on the Maturity Date or
reduce the amount of interest thereon payable in respect of any
Securities or reduce the amount of cash payable or Maturity
Consideration deliverable or payable with respect to any Securities
upon acceleration of Maturity thereof pursuant to section 502, or
change the provisions with respect to redemption, or change any Place
of Payment where the Securities are payable, or change the securities
that may be delivered in payment at Maturity, or change any Place of
Payment where, or the coin or currency in which, any amount of cash
payable with respect to any Securities is payable, or impair the right
to institute suit for the enforcement of the (i) delivery or payment
on or with respect to any Securities or (ii) the delivery or payment
of the Maturity Consideration with respect to any Securities on or
after the Maturity Date, or
(2) reduce the percentage in principal amount or aggregate issue
price, as the case may be, of the Outstanding Securities, the consent
of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for waiver (of compliance
with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1404 for quorum or voting, or
(3) modify any of the provisions of this Section, or Section
513, or Section 1007, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each
Outstanding Securities affected thereby.
(l) By deleting the first sentence of Section 1001 of the Principal
Indenture in its entirety and inserting in its stead the following:
"The Company covenants and agrees for the benefit of the Holders of
the Securities that it will duly and punctually deliver or pay the Maturity
Consideration and interest on and any Additional Amounts payable in respect
of the Securities in accordance with the terms of the Securities and this
Indenture."
(m) By deleting Section 1003 of the Principal Indenture in its entirety
and inserting in its stead the following:
"SECTION 1003. Money for Security Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent, it will, on or
before each due date of the Maturity Consideration or interest on any of
the Securities, segregate and hold
7
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in trust for the benefit of the Persons entitled thereto consideration in
an amount sufficient to deliver or pay the Maturity Consideration or a sum
sufficient to pay the interest so becoming due until such consideration
shall be delivered or paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or
failure so to act.
Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the Maturity Consideration on any Securities,
deposit with a Paying Agent consideration in an amount sufficient to
deliver or pay the Maturity Consideration or a sum sufficient to pay the
interest so becoming due, such consideration to be held as provided by the
Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to
act.
The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (i) comply with the provisions of the Trust
Indenture Act applicable to it as Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon
the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent as such.
The Company may at any time, for any purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability
with respect to such money.
Any consideration deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the interest on or
delivery upon discharge of any Securities and remaining unclaimed for two
years after such consideration has become due and payable shall be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Securities shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust consideration, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment or to be mailed to Holders of the
Securities, or both, notice that such consideration remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
consideration then remaining will be repaid to the Company."
8
<PAGE>
ARTICLE III
MISCELLANEOUS
Section 3.01. Effect of Supplemental Indenture. The Principal
--------------------------------
Indenture, as supplemented and amended by this Supplemental Indenture and all
other indentures supplemental thereto, is in all respects ratified and
confirmed, and the Principal Indenture, this Supplemental Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.
Section 3.02. Conflict with Trust Indenture Act. If any provision
---------------------------------
hereof limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required or deemed included
provision shall control.
Section 3.03. Successors and Assigns. All covenants and agreements
----------------------
in this Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
Section 3.04. Separability Clause. In case any provision in this
-------------------
Supplemental Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions (or of the other series of Securities) shall not in any way be
affected or impaired thereby.
Section 3.05. Benefits of Supplemental Indenture. Nothing in this
----------------------------------
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders of the
Securities, any benefit or any legal or equitable right, remedy or claim under
this Supplemental Indenture.
Section 3.06. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH
-------------
SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND THIS SUPPLEMENTAL INDENTURE AND EACH SUCH SECURITY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 3.07. Execution in Counterparts. This Supplemental Indenture
-------------------------
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
Section 3.08. Responsibility for Recitals. The recitals contained
---------------------------
herein shall be taken as statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of the Principal Indenture or this Supplemental
Indenture.
9
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
MERRILL LYNCH & CO., INC.
By: /s/ Theresa Lang
------------------
Name: Theresa Lang
Title: Senior Vice President and
Treasurer
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Andrew Deck
-----------------
Name: Andrew Deck
Title: Vice President
10
<PAGE>
Exhibit 4b
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY 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 DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. 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.
REGISTERED NO. 1 CUSIP No. 590188 JD1
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
5% Stock Linked Notes due July 3, 2000
(Linked to the performance of the Common Stock of
Travelers Group Inc.)
MERRILL LYNCH & CO., INC., a Delaware corporation (hereinafter referred to
as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay and
discharge each Note evidenced hereby on July 3, 2000 (the "Maturity Date") by
delivering to CEDE & CO., or registered assigns with respect to TEN MILLION
DOLLARS ($10,000,000) of the principal amount hereof (i) the Cash Amount or (ii)
if the holder so elects as hereinafter provided, the Equivalent Share Amount,
each as defined below and determined in accordance with the provisions set forth
below, and to pay interest on the principal amount hereof from July 2, 1998, or
from the most recent date in respect of which interest has been paid or duly
provided for, semiannually in arrears on January 3 and July 3, in each year
(each an "Interest Payment Date"), commencing January 3, 1999, at the rate of 5%
per annum (the "Interest Rate"), until the Cash Amount is paid or duly made
available for payment or the Equivalent Share Amount is delivered or duly made
available for delivery, as the case may be. The Notes will be issued in minimum
denominations of $1,000 and integral multiples thereof. The interest so payable
and punctually paid or duly provided for on any
1
<PAGE>
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 fifteenth day (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.
Payment of interest, the Cash Amount, and, if applicable, delivery of the
Equivalent Share Amount, if any, 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. The Company shall, or shall cause the Calculation Agent to,
deliver U.S. Dollars (or Travelers Stock, if the Holder of this Note exercises
the Right to Receive the Equivalent Share Amount) to the Trustee for delivery to
the Holder of this Note.
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 or regulation to close in The City of New York and that is a
Trading Day.
"Cash Amount" means, with respect to this Note, an amount in U.S. dollars
determined in accordance with the following formula, subject to certain
adjustments: (i) if the Final Price is greater than or equal to the Price Cap,
each $1,000 principal amount of each Note evidenced hereby will be redeemed at
maturity for $1,420 and (ii) if the Final Price is less than the Price Cap, each
$1,000 principal amount of each Note evidenced hereby will be redeemed at
maturity for an amount equal to the product of $1,000 and a fraction, the
numerator of which will be equal to the Final Price and the denominator of which
will be the Initial Price.
"Determination Date" means the fifth Trading Day before the Maturity Date
or if there is a Market Disruption Event on such day, the Determination Date
will be the immediately succeeding Trading Day during which no Market Disruption
Event shall have occurred; provided that the Determination Date will be no later
than the second scheduled Trading Day preceding the Maturity Date,
notwithstanding the occurrence of a Market Disruption Event on such second
scheduled Trading Day.
"Equivalent Share Amount" means, with respect to this Note, the number of
shares of Travelers Stock equal to the value of a fraction, the numerator of
which is the Cash Amount otherwise payable on each $1,000 principal amount of
each Note evidenced hereby and the denominator of which is the Final Price;
provided that the Company will pay cash in lieu of
2
<PAGE>
delivering fractional shares, in an amount as determined by the Calculation
Agent. The Company shall deliver the Equivalent Share Amount to the Holder on
the Maturity Date. In the event of certain Market Disruption Events, the
delivery of such Travelers Stock may be delayed until after the Maturity Date.
"Final Price" will be an amount determined by Merrill Lynch, Pierce, Fenner
& Smith Incorporated (the "Calculation Agent", which term includes any successor
thereto) and will equal the product of the Market Price of one share of
Travelers Stock on the Determination Date and the Share Ratio, each as
determined on the Determination Date.
"Initial Price" equals $63.18.
"Issue Price" means an amount equal to $1,000 per $1,000 principal amount
of each Note evidenced hereby.
"Market Disruption Event" means:
(i) a suspension, absence (including the absence of an official closing
price) or material limitation of trading of Travelers Stock on the NYSE for more
than two hours of trading or during the one-half hour period preceding or at the
close of trading in such market; or the suspension or material limitation on the
primary market for trading in options contracts related to Travelers Stock, if
available, during the one-half hour period preceding or at the close of trading
in the applicable market, in each case as determined by the Calculation Agent in
its sole discretion; and
(ii) a determination by the Calculation Agent in its sole discretion that
the event described in clause (i) above materially interfered with the ability
of the Company or any of its affiliates to unwind all or a material portion of
the hedge with respect to the 5% Stock Linked Notes due July 3, 2000 or to
purchase Travelers Stock for the purpose of delivering the Equivalent Share
Amount.
For purposes of determining whether a Market Disruption Event has occurred:
(1) a limitation on the hours 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, (2) a decision to permanently
discontinue trading in the relevant option contract will not constitute a Market
Disruption Event, (3) limitations pursuant to any rule or regulation enacted or
promulgated by the NYSE (or other regulatory organization with jurisdiction over
the NYSE) on trading during significant market fluctuations will constitute a
suspension or material limitation of trading in Travelers Stock, (4) a
suspension of trading in an options contract on Travelers Stock by the primary
securities market trading in such options, if available, by reason of (x) a
price change exceeding limits set by such securities exchange or market, (y) an
imbalance of orders relating to such contracts or (z) a disparity in bid and ask
quotes relating to such contracts will constitute a suspension or material
limitation of trading in options contracts related to Travelers Stock and (5) a
suspension, absence or material limitation of trading on the primary securities
market on which options contracts related to Travelers Stock are traded will
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<PAGE>
not include any time when such securities market is itself closed for trading
under ordinary circumstances.
"Market Price" for any security for any date means the official closing
price (afternoon session, as applicable) of such security as reported by the
principal exchange on which such security is traded on such date. If the
official closing price is not available for any reason (including, without
limitation, the occurrence of a Market Disruption Event), the Market Price for
such security for any date shall be the mean, as determined by the Calculation
Agent, of the bid prices for such security obtained from as many dealers in such
security, but not exceeding three, as will make such bid prices available to the
Calculation Agent after 3:00 p.m. (local time in such principal market) on such
date.
"NYSE" means the New York Stock Exchange.
"Price Cap" equals $89.72.
"Share Ratio" initially means 1.0, but will be subject to adjustment, as
provided herein, through and including the Determination Date.
"Trading Day " means a day on which the NYSE, the American Stock Exchange
and the NASDAQ National Market System are open for trading, as determined by the
Calculation Agent.
"Travelers" means Travelers Group, Inc., a company incorporated under the
laws of Delaware.
"Travelers Stock" means the Common Stock, $.01 par value per share of
Travelers Group Inc.
The Holder of this Note will be entitled, upon completion by the holder and
delivery to the Company and the Calculation Agent of an Official Notice of
Exercise of Right to Receive Equivalent Share Amount (in the form of Annex A
attached hereto) prior to 11:00 a.m., New York City time on or prior to the
fifteenth Business Day preceding the Maturity Date, to elect to receive, with
respect to any of the Notes evidenced hereby, the Equivalent Share Amount at
maturity, in lieu of the Cash Amount, unless it is not reasonably practicable at
such time, in the opinion of the Calculation Agent, to obtain such Equivalent
Share Amount for all Notes with respect to which Holders have elected to receive
the Equivalent Share Amount at maturity, in which case the Cash Amount will be
paid on the Maturity Date. If the Calculation Agent determines that it is not
reasonably practicable to obtain the Equivalent Share Amount, the Calculation
Agent will provide written notice to the Trustee at its New York office and to
The Depository Trust Company, or any successor depositary ("DTC"), on which
notice the Trustee and DTC may conclusively rely, of such determination on or
prior to 4:00 p.m. on the second Business Day immediately preceding the Maturity
Date.
Prior to 9:30 a.m. on the first Business Day immediately preceding the
Maturity Date, the Company shall cause the Calculation Agent to provide written
notice to the Trustee at its New
4
<PAGE>
York office and to DTC , on which notice the Trustee and DTC may conclusively
rely, (i) of its receipt of any such "Official Notice of Instruction to Deliver
the Equivalent Share Amount," (ii) of the Company's determination to deliver the
Equivalent Share Amount (which determination shall be deemed made unless the
Calculation Agent has determined as aforesaid that it is not reasonably
practicable to obtain the Equivalent Share Amount) and (iii) if Travelers Stock
are to be paid, of the number of shares of Travelers Stock per Note and of the
amount of any cash to be paid in lieu of fractional Travelers Stock.
The Company shall, or shall cause the Calculation Agent to, deliver such
Travelers Stock or cash to the Trustee for delivery to the Holders.
The Share Ratio (and, in the case of paragraph 5 below, the determination
of the Cash Amount) will be adjusted as follows:
1. If Travelers Stock is subject to a stock split or reverse stock split,
then once such split has become effective, the Share Ratio will be adjusted to
equal the product of the prior Share Ratio and the number of shares issued in
such stock split or reverse stock split with respect to one share of Travelers
Stock.
2. If Travelers Stock is subject to a stock dividend (issuance of
additional shares of Travelers Stock) that is given ratably to all holders of
shares of Travelers Stock, then once the dividend has become effective and
Travelers Stock is trading ex-dividend, the Share Ratio will be adjusted so that
the new Share Ratio shall equal the prior Share Ratio plus the product of (i)
the number of shares issued with respect to one share of Travelers Stock and
(ii) the prior Share Ratio.
3. There will be no adjustments to the Share Ratio to reflect cash
dividends or other distributions paid with respect to Travelers Stock other than
distributions described in clause (v) of paragraph 5 below and Extraordinary
Dividends as described below. A cash dividend or other distribution with respect
to Travelers Stock will be deemed to be an "Extraordinary Dividend" if such
dividend or other distribution exceeds the immediately preceding non-
Extraordinary Dividend for Travelers Stock by an amount equal to at least 10% of
the Market Price of Travelers Stock on the Trading Day preceding the ex-dividend
date for the payment of such Extraordinary Dividend (the "ex-dividend date"). If
an Extraordinary Dividend occurs with respect to Travelers Stock, the Share
Ratio with respect to Travelers Stock will be adjusted on the ex-dividend date
with respect to such Extraordinary Dividend so that the new Share Ratio will
equal the product of (i) the then current Share Ratio and (ii) a fraction, the
numerator of which is the Market Price on the Trading Day preceding the ex-
dividend date, and the denominator of which is the amount by which the Market
Price on the Trading Day preceding the ex-dividend date exceeds the
Extraordinary Dividend Amount. The "Extraordinary Dividend Amount" with respect
to an Extraordinary Dividend for Travelers Stock will equal (i) in the case of
cash dividends or other distributions that constitute quarterly dividends, the
amount per share of such Extraordinary Dividend minus the amount per share of
the immediately preceding non-Extraordinary Dividend for Travelers Stock or (ii)
in the case of cash dividends or other
5
<PAGE>
distributions that do not constitute quarterly dividends, the amount per share
of such Extraordinary Dividend. To the extent an Extraordinary Dividend is not
paid in cash, the value of the non-cash component will be determined by the
Calculation Agent, whose determination shall be conclusive. A distribution on
the Travelers Stock described in clause (v) of paragraph 5 below that also
constitutes an Extraordinary Dividend shall cause an adjustment to the Share
Ratio pursuant only to clause (v) of paragraph 5.
4. If Travelers issues rights or warrants to all holders of Travelers Stock
to subscribe for or purchase Travelers Stock at an exercise price per share less
than the Market Price of the Travelers Stock on (i) the date the exercise price
of such rights or warrants is determined and (ii) the expiration date of such
rights or warrants, and if the expiration date of such rights or warrants
precedes the maturity of the Notes, then the Share Ratio will be adjusted to
equal the product of the prior Share Ratio and a fraction, the numerator of
which shall be the number of shares of Travelers Stock outstanding immediately
prior to such issuance plus the number of additional shares of Travelers Stock
offered for subscription or purchase pursuant to such rights or warrants and the
denominator of which shall be the number of shares of Travelers Stock
outstanding immediately prior to such issuance plus the number of additional
shares of Travelers Stock which the aggregate offering price of the total number
of shares of Travelers Stock so offered for subscription or purchase pursuant to
such rights or warrants would purchase at the Market Price on the expiration
date of such rights or warrants, which shall be determined by multiplying such
total number of shares offered by the exercise price of such rights or warrants
and dividing the product so obtained by such Market Price.
5. If (i) there occurs any reclassification or change of Travelers Stock,
(ii) Travelers, or any surviving entity or subsequent surviving entity of
Travelers (a "Travelers Successor") has been subject to a merger, combination or
consolidation and is not the surviving entity, (iii) any statutory exchange of
securities of Travelers or any Travelers Successor with another corporation
occurs (other than pursuant to clause (ii) above), (iv) Travelers is liquidated,
(v) Travelers issues to all of its shareholders equity securities of an issuer
other than Travelers (other than in a transaction described in clauses (ii),
(iii) or (iv) above) (a "Spin-off Event") or (vi) a tender or exchange offer is
consummated for all the outstanding shares of Travelers Stock (any such event in
clauses (i) through (vi) a "Reorganization Event"), the method of determining
the amount payable at maturity for each Note will be adjusted to provide that
each holder of Notes will receive at maturity, in respect of the principal
amount of each Note and in lieu of the Cash Amount, cash in an amount equal to
the Transaction Value (as defined below); provided that, if the Exchange
Property (as defined below) received in any such Reorganization Event consists
only of cash, the maturity date of the Notes will be deemed to be accelerated to
the date on which such cash is distributed to holders of Travelers Stock.
"Exchange Property" means the securities, cash or any other assets distributed
in any such Reorganization Event, including, in the case of a Spin-off Event,
the share of Travelers Stock with respect to which the spun-off security was
issued. "Transaction Value" means (i) for any cash received in any such
Reorganization Event, the amount of cash received per share of Travelers Stock
multiplied by the then current Share Ratio, (ii) for any property other than
cash or securities received in any such Reorganization Event, the market value
(as determined by the Calculation Agent) of such Exchange Property
6
<PAGE>
received for each share of Travelers Stock at the date of the receipt of such
Exchange Property multiplied by the then current Share Ratio and (iii) for any
security received in any such Reorganization Event, an amount equal to the
Market Price per share of such security on the Determination Date multiplied by
the quantity of such security received for each share of Travelers Stock
multiplied by the then current Share Ratio.
For purposes of paragraph 5 above, in the case of a consummated tender or
exchange offer for all Exchange Property of a particular type, Exchange Property
shall be deemed to include the amount of cash or other property paid by the
offeror in the tender or exchange offer with respect to such Exchange Property
(in an amount determined on the basis of the rate of exchange in such tender or
exchange offer). In the event of a tender or exchange offer with respect to
Exchange Property in which an offeree may elect to receive cash or other
property, Exchange Property shall be deemed to include the kind and amount of
cash and other property received by offerees who elect to receive cash.
No adjustments to the Share Ratio will be required unless such Share Ratio
adjustment would require a change of at least 0.1% in the Share Ratio then in
effect. The Share Ratio resulting from any of the adjustments specified above
will be rounded to the nearest one thousandth with five ten-thousandths being
rounded upward.
No adjustments to the Share Ratio or to the amount payable at maturity of
the Notes will be required other than those specified above. However, the
Company may, at its sole discretion, cause the Calculation Agent to make
additional adjustments to the Share Ratio to reflect changes occurring in
relation to the Travelers Stock or any other Exchange Property in other
circumstances where the Company determines that it is appropriate to reflect
such changes.
The Calculation Agent shall be solely responsible for the determination and
calculation of any adjustments to the Share Ratio and of any related
determinations and calculations with respect to any distributions of stock,
other securities or other property or assets (including cash) in connection with
any corporate event described in paragraph 5 above, and its determinations and
calculations with respect thereto, absent manifest error, shall be conclusive
for all purposes and binding on the Company and holders of the Notes.
The Calculation Agent will provide information as to any adjustments to the
Share Ratio upon written request by any holder of the Notes.
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 U.S. Dollar amounts used in
or resulting from such calculation will be rounded to the nearest cent with one-
half cent being rounded upwards.
The Company, by its sale of this Note and every Holder of this Note (and
any successor Holder of this Note), by its respective purchase hereof, hereby
agree (in the absence of an administrative determination or judicial ruling to
the contrary):
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<PAGE>
1. To characterize this Note for all tax purposes as an investment unit
consisting of the following components (the "Components"): (i) a
debt instrument of the Company (the "Debt Instrument") with a fixed
principal amount unconditionally payable on the Maturity Date equal
to the Principal Amount of this Note and bearing stated interest at
the Interest Rate and (ii) a contract (the "Forward Contract")
pursuant to which the Holder agrees to use the principal payment due
on the Debt Instrument to make a payment to the Company in exchange
for the right to receive the Cash Amount payable at maturity or the
Equivalent Share Amount, which treatment will require, among other
things, each Holder that is subject to United States Federal income
tax in connection with its ownership of the Notes to include
currently in income payments denominated as interest that are made
with respect to this Note in accordance with such Holder's regular
method of tax accounting and to treat the Debt Instrument as having
been issued with original issue discount in an amount equal to 1.70%
of the Issue Price of this Note;
2. In the case of purchases of Notes in connection with the original
issuance thereof, to allocate 98.30% of the entire initial purchase
price of a Note (i.e., the Issue Price of the Notes) to the Debt
Instrument component and to allocate the remaining 1.70% of the
Issue Price to the Forward Contract component; and
3. To file all United States Federal, state and local income, franchise
and estate tax returns consistent with the treatment of each Note as
a unit consisting of the Debt Instrument and the Forward Contract
(in the absence of an administrative determination or judicial
ruling to the contrary).
GENERAL
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank, the Trustee for this Note 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.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, as amended, 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 to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise as provided in the
Indenture.
The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. References to payment "per
8
<PAGE>
Note" refer to each $1,000 principal amount of each Note evidenced hereby. As
provided in the Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of Notes as
requested by the Holder surrendering the same. If (x) the 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 authorized
denominations. 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.
This Note is not subject to any sinking fund.
This Note is not subject to repayment at the option of the Holder prior to
its Maturity Date.
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; provided, however, that in case an Event of Default with respect to
any Notes shall have occurred and be continuing, the amount payable to a
beneficial owner of a Note upon any acceleration permitted by the Notes will be
determined by the Calculation Agent and will be equal to the Cash Amount
determined as though the Determination Date were the date of acceleration of the
Notes, as provided above, plus any accrued but unpaid interest to but not
including the date of acceleration.
In case of default in (i) payment 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 beneficial owners thereof, at the rate
of 5% 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, or (ii) delivery of the Equivalent Share Amount of the Notes
at their stated maturity, from and after the maturity date the Notes shall bear
interest, payable upon demand of the beneficial owners thereof, at the rate of
5% per annum (to the extent that payment of such interest shall be legally
enforceable) on the Cash Amount otherwise payable on such date in accordance
with the terms of the Notes to the date payment of such Cash 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
9
<PAGE>
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 the 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 interest on, and the Cash Amount or
Equivalent Share Amount, with respect to this Note and any interest on any
overdue amount thereof 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.
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.
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 the meanings assigned to them
in the Indenture.
10
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: July 2, 1998
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.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By:
Authorized Officer
Attest:
Secretary
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<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXERCISE OF RIGHT
TO RECEIVE EQUIVALENT SHARE AMOUNT
5% STOCK LINKED MEDIUM-TERM NOTES DUE JULY 3, 2000
Dated: [On or prior to the fifteenth Business Day prior to July 3, 2000]
Merrill Lynch & Co., Inc.
World Financial Center
South Tower, 5th Floor
New York, New York 10080-6105
Fax No.: (212) 236-3865
(Attn: Treasury)
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Calculation Agent
World Financial Center
North Tower, 5th Floor
New York, New York 10281-1305
Fax No.: (212) 449-2697
(Attn: Operations (Matthew Pomeranz))
The Chase Manhattan Bank
450 West 33rd Street
15th Floor
New York, New York 10001
Fax No.: (212) 946-8161
(Attn: Corporate Trust Department)
Dear Sirs:
The undersigned holder of the 5% Stock Linked Medium-Term Notes due July 3,
2000 of Merrill Lynch & Co., Inc. (the "Notes") hereby irrevocably elects to
exercise with respect to the number of Notes indicated below, as of the date
hereof, provided that such day is prior to the fifteenth Business Day prior to
July 3, 2000, the Right to Receive the Equivalent Share Amount as described in
Pricing Supplement dated June 25, 1998 (the "Pricing Supplement") to the
Prospectus Supplement dated March 12, 1998 and the Prospectus dated January 29,
1998. Capitalized terms not defined herein have the meanings given to such terms
in the Pricing Supplement. Please date and acknowledge receipt of this notice in
the place provided below on
12
<PAGE>
the date of receipt, and fax a copy to the fax number indicated, whereupon the
Company will deliver Travelers Stock, in accordance with the terms of the Notes
described in the Pricing Supplement.
Very truly yours,
_____________________________
[Name of Holder]
By:
_________________________________________
[Title]
_____________________________________________
[Fax No.]
$
___________________________________________
Number of Notes surrendered for exercise of the Right to Receive the
Equivalent Share Amount
If you want the Travelers Stock made out in another person's name, fill in
the form below:
_____________________________
(Insert person's soc. sec. or tax ID no.)
_____________________________
(Print or type person's name, address and zip code)
_____________________________
Date:
_______________________________
Your Signature:
______________________________________
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<PAGE>
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MERRILL LYNCH & CO., INC., as Issuer
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Calculation Agent
By THE CHASE MANHATTAN BANK,
as Trustee
By:_________________________________________________
Title:
Date and time of acknowledgment ____________________
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<PAGE>
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s)
and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________ attorney to transfer said Note on the books
of the Company with full power of substitution in the premises.
Dated:
_____________________
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written
upon the face of the within instrument in every
particular, without alteration or enlargement or any
change whatsoever.
15
