<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 23, 1999
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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
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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 Statement
on Form S-3 (File No. 333-59997) 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 $18,000,000 aggregate principal amount of 5 1/4% STock Return Income DEbt
Securities SM due August 23, 2000 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 5 1/4% STock Return
Income DEbt SecuritiesSM due August 23, 2000.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating to the 5 1/4%
STock Return Income DEbt Securities SM due August 23,
2000 (including consent for inclusion of such opinion
in this report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such Securities).
<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 23, 1999
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED FEBRUARY 23, 1999
Commission File Number 1-7182
<PAGE>
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 5 1/4% STock Return
Income DEbt Securities SM due August 23, 2000.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating to the 5 1/4% STock
Return Income DEbt Securities SM due August 23, 2000
(including consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Securities)
<PAGE>
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- 1,800,000 Units
CUSIP 590188 538 (Each Unit representing $10
principal amount of Securities)
MERRILL LYNCH & CO., INC.
5 1/4% STock Return Income DEbt Securities SM
due August 23, 2000
STRIDES Securities SM
Linked to the value of the Nasdaq-100 Index
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred to
as "ML&Co.", 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 Redemption Amount (as defined below) on August 23,
2000 (the "Maturity Date") and to pay interest on the principal sum of EIGHTEEN
MILLION DOLLARS ($18,000,000) (the "Principal Amount") from February 23, 1999
(or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for), semiannually in arrears on
February 23 and August 23 of each year, commencing August 23, 1999, and on the
Maturity Date (each, an "Interest Payment Date"), at a rate of 5 1/4% per annum,
until payment or delivery of the Redemption Amount has been made or duly
provided for.
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SM Service mark of Merrill Lynch & Co., Inc.
<PAGE>
Interest due and payable on this Security will be paid on each Interest
Payment Date and the Maturity Date to the persons in whose names the Securities
are registered at the close of business on the February 8 and August 8 (whether
or not a Business Day) immediately preceding such Interest Payment Date (a
"Holder"). Interest on this Security will be computed on the basis of a 360-day
year of twelve 30-day months. If an Interest Payment Date falls on a day that is
not a Business Day (as defined below), the interest payment to be made on such
Interest Payment Date will be made on the next succeeding Business Day with the
same force and effect as if made on such Interest Payment Date, and no
additional interest will accrue as a result of such delayed payment.
Payment of any interest due and payable on this Security, payment or
delivery of the Redemption Amount and payment of any interest on any overdue
amount thereof with respect to this Security shall be made at the office or
agency of ML&Co. 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 ML&Co.'s 5 1/4% STock Return Income
DEbt Securities SM due August 23, 2000 (the "Securities" or "STRIDES
Securities").
Payment at Maturity
On the Maturity Date, the Holder of each Security will receive the
"Redemption Amount" in cash and accrued interest from the last Interest Payment
Date for which interest was paid. The Redemption Amount will be determined by
the calculation agent and for each unit will equal the lesser of:
. $12.50 (the "Capped Value"); and
( Ending Value )
. $10 per Unit x ( ---------------- )
( Starting Value )
The ''Starting Value'' equals $1,891.37. The Ending Value will be
determined by the calculation agent and will equal the average (arithmetic mean)
of the Closing Values (as defined below) of the Nasdaq-100 Index (the "Index")
determined on each of the first five Calculation Days (as defined below) during
the Calculation Period (as defined below). If there are fewer than five
Calculation Days in the Calculation Period, then the Closing Values used to
determine the Ending Value will equal the average (arithmetic mean) of the
Closing Values of the Index on such Calculation Days, and if there is only one
Calculation Day, then the Ending Value will be equal to the Closing Value of the
Index on such Calculation Day. If no Calculation Days occur during the
Calculation Period, then the Ending Value will be equal to the Closing Value of
the Index determined on the last scheduled Calculation Day in the Calculation
Period, regardless of the occurrence of a Market Disruption Event (as defined
below) on such day.
The "Calculation Period" means the period from and including the seventh
scheduled Calculation Day prior to the Maturity Date to and including the second
scheduled Calculation Day prior to the Maturity Date.
<PAGE>
"Calculation Day" means any Index Business Day on which a Market Disruption
Event has not occurred.
"Index Business Day" means any day on which the Nasdaq Stock Market, the
New York Stock Exchange and the American Stock Exchange are open for trading and
the Index or any Successor Index (as defined below) is calculated and published.
"Market Disruption Event" has the meaning as defined below under "--
Adjustments to the Index; Market Disruption Events".
"Closing Value" means the value of the Index or any Successor Index at the
close of trading on any Index Business Day.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in The City of New York are
authorized or obligated by law to close and that is an Index Business Day.
All determinations made by the calculation agent shall be at its sole
discretion and, absent a determination by the calculation agent of a manifest
error, shall be conclusive for all purposes and binding on ML&Co. and beneficial
owners of the STRIDES 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 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 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:
(a) the suspension or material limitation on trading (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, or
during the one-half hour period preceding the close of trading on the
applicable exchange, in 20% or more of the stocks which then comprise
the Index; or
<PAGE>
(b) the suspension or material limitation on trading, 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, or options
on such futures contracts, which are traded on any major U.S. exchange
or (B) option contracts related to the Index which are traded on any
major U.S. exchange.
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 Nasdaq discontinues publication of the Index and Nasdaq 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 herein as a "Successor Index"), then, upon the
calculation agent's notification of such determination to the Trustee and
ML&Co., the calculation agent will substitute the Successor Index as calculated
by Nasdaq or such other entity for the Index. Upon any selection by the
calculation agent of a Successor Index, ML&Co. shall cause notice thereof to be
given to holders of the STRIDES Securities.
If Nasdaq 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 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 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 the calculation agent calculates a value as a substitute for the Index,
"Calculation Day" shall mean any day on which the calculation agent is able to
calculate such value.
If Nasdaq discontinues publication of the Index prior to the period during
which the Redemption Amount is to be determined and the calculation agent
determines that no Successor Index is available at such time, then on each Index
Business Day until the earlier to occur of (a) the determination of the Ending
Value and (b) a determination by the calculation agent that a Successor Index is
available, the calculation agent will determine the value that would be used in
computing the Redemption Amount as described in the preceding paragraph 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 ML&Co.,
issued and to be issued under an Indenture, dated as of April 1, 1983, as
amended and restated (herein referred to
<PAGE>
as the "Indenture"), between ML&Co. and The Chase Manhattan Bank , formerly
Chemical 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 ML&Co., the Trustee and the Holders of the Securities, and the
terms upon which the Securities are, and are to be, authenticated and delivered.
ML&Co. 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 ML&Co. or at the option of
the Holder prior to the Maturity Date.
In case an Event of Default with respect to any STRIDES Securities shall have
occurred and be continuing, the amount payable to a beneficial owner of a
STRIDES Security upon any acceleration permitted by the STRIDES Securities, with
respect to each $10 Unit thereof, will be equal to the principal amount and any
accrued interest due thereon.
In case of default in payment of the STRIDES Securities (whether at any
Interest Payment Date, the Maturity Date or upon acceleration), from and after
any such date the STRIDES Securities shall bear interest, payable upon demand of
the beneficial owners thereof, at the rate of 5 1/4% 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 STRIDES
Securities to the date payment of such amount has been made or duly provided
for.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of ML&Co.
and the rights of the Holders of the Securities of each series to be affected
under the Indenture at any time by ML&Co. 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 ML&Co. 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 ML&Co., which is
absolute and unconditional, to pay accrued interest due and the 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.
<PAGE>
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 ML&Co., upon surrender of this Security
for registration of transfer at the office or agency of ML&Co. 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 ML&Co. 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 ML&Co.
within 60 days, (y) ML&Co. 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, ML&Co. 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 ML&Co. 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,
ML&Co., the Trustee and any agent of ML&Co. 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 ML&Co., 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.
<PAGE>
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, ML&Co. has caused this instrument to be duly executed
under its corporate seal.
Dated: February 23, 1999
<TABLE>
<CAPTION>
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
<S> <C>
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
</TABLE>
<PAGE>
EXHIBIT (5) & (23)
February 23, 1999
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 August 5, 1998
(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 February 17, 1999 (the "Terms Agreement") between
the Company and MLPF&S (the "Underwriter"), of $18,000,000 aggregate principal
amount of the Company's 5 1/4% STock Return Income DEbt Securities SM due August
23, 2000 (the "Securities"). 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 Statement on Form S-3 (File No. 333-59997) 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:
<PAGE>
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,
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by bankruptcy, moratorium,
insolvency, 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).
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 February 23, 1999.
Very truly yours,
/s/ Brown & Wood LLP
