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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 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.)
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Item 5. Other Events
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Exhibits are filed herewith in connection with the Registration Statements
on Form S-3 (File Nos. 333-59997 and 333-68747) filed by Merrill Lynch & Co.,
Inc. (the "Company") with the Securities and Exchange Commission covering Senior
Debt Securities issuable under an indenture dated as of April 1, 1983, as
amended through the date hereof, between the Company and The Chase Manhattan
Bank (as so amended, the "Indenture"). The Company will issue $90,000,000
aggregate principal amount of S&P 500 Market Index Target-Term Securities(R) due
August 4, 2006 under the Indenture. The exhibits consist of the form of
Securities and an opinion of counsel relating thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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EXHIBITS
(4) Instruments defining the rights of
security holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s S&P 500 Market
Index Target-Term Securities due August 4, 2006.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating to the S&P 500
Market Index Target-Term Securities due August 4, 2006
(including consent for inclusion of such opinion in
this report and in Merrill Lynch & Co., Inc.'s
Registration Statements relating to such Securities).
"Market Index Target-Term Securities" is a registered service mark owned by
Merrill Lynch & Co., Inc.
"Standard & Poor's(R)", "Standard & Poor's 500", "S&P 500(R)", "S&P(R)" and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed
for use by Merrill Lynch Capital Services, Inc., and Merrill Lynch & Co., Inc.
is an authorized sub-licensee.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
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(Registrant)
By: /s/ John C. Stomber
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John C. Stomber
Senior Vice President
and
Treasurer
Date: August 4, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED AUGUST 4, 1999
Commission File Number 1-7182
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Exhibit Index
Exhibit No. Description Page
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(4) Instruments defining the rights of security holders,
including indentures.
Form of Merrill Lynch & Co., Inc.'s S&P 500 Market Index
Target-Term Securities due August 4, 2006.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating to S&P 500 Market Index
Target-Term Securities due August 4, 2006 (including consent
for inclusion of such opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration Statements relating to such
Securities).
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Exhibit (4)
THIS MITTS 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 MITTS
SECURITIES IN CERTIFICATED FORM, THIS MITTS 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 MITTS
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 MITTS 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- 9,000,000 Units
CUSIP 590188 363 (Each Unit representing $10 principal
amount of MITTS Securities)
MERRILL LYNCH & CO., INC.
S&P 500(R) Market Index Target-Term Securities(R)
due August 4, 2006
("MITTS(R) Securities")
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 to
CEDE & CO., or its registered assigns, the principal sum of NINETY MILLION
DOLLARS ($90,000,000) (the "Principal Amount") plus the Supplemental Redemption
Amount, as defined below, if any, on August 4, 2006 (the "Stated Maturity").
Payment or delivery of the Principal Amount and the Supplemental Redemption
Amount, if any, and any interest on any overdue amount thereof with respect to
this Security shall be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
This MITTS Security is one of the series of S&P 500 Market Index Target-
Term Securities due August 4, 2006.
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Supplemental Redemption Amount
The "Supplemental Redemption Amount" with respect to this MITTS Security
equals:
(Adjusted Ending Value - Starting Value)
Principal Amount x (--------------------------------------)
( Starting Value )
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The Starting Value equals 1,341.03. The Adjusted Ending Value
will be determined by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Calculation Agent") and will equal the average or arithmetic mean of the
closing values of the S&P 500 Index (the "Index"), as reduced by the application
of the Adjustment Factor on each Calculation Day (as defined below), determined
on each of the first five Calculation Days during the Calculation Period (as
defined below). If there are fewer than five Calculation Days during the
Calculation Period, then the Adjusted Ending Value will equal the average or
arithmetic mean of the closing values of the Index on those Calculation Days, as
reduced by the application of the Adjustment Factor on each Calculation Day. If
there is only one Calculation Day, then the Adjusted Ending Value will equal the
closing value of the Index on that Calculation Day, as reduced by the
application of the Adjustment Factor on that Calculation Day. If no Calculation
Days occur during the Calculation Period, then the Adjusted Ending Value shall
equal the closing value of the Index determined on the last scheduled Index
Business Day (as defined below) in the Calculation Period, as reduced by the
application of the Adjustment Factor on that day, regardless of the occurrence
of a Market Disruption Event (as defined below) on that Index Business Day.
The "Adjustment Factor" equals 2.2% per annum and will be pro-rated based
on a 365-day year and applied each calendar day during the entire term of the
MITTS Securities to reduce the values used to calculate the Supplemental
Redemption Amount on each Calculation Day during the Calculation Period.
The "Calculation Period" means the period from and including the seventh
scheduled Index Business Day prior to the Stated Maturity to and including the
second scheduled Index Business Day prior to the Stated Maturity.
"Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
An "Index Business Day" is any day on which The New York Stock Exchange
(the "NYSE") and the American Stock Exchange (the "AMEX") are open for trading
and the Index or any Successor Index (as defined below) is calculated and
published.
All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, absent a determination by the
Calculation Agent of a
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manifest error, shall be conclusive for all purposes and binding on the Company
and Holders and beneficial owners of the MITTS Securities.
Adjustments to the Index; Market Disruption Events
If at any time Standard & Poor's ("S&P") changes its method of calculating
the Index, or the value of the Index changes, in any material respect, or if the
Index is in any other way modified so that the Index does not, in the opinion of
the Calculation Agent, fairly represent the value of the Index as had those
changes or modifications not been made, then, from and after that time, the
Calculation Agent shall, at the close of business in New York, New York, on each
date that the closing value of the Index is to be calculated, make any
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 those changes or modifications had not been made,
and calculate the closing value with reference to the Index, as adjusted.
Accordingly, if the method of calculating the Index is modified so that the
value of the 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, then the Calculation Agent shall
adjust the Index in order to arrive at a value of the Index as if it had not
been modified, e.g., as if the 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 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
(B) the suspension or material limitation, 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, whether by reason of
movements in price otherwise exceeding levels permitted by the
relevant exchange or otherwise, in option contracts or futures
contracts related to the Index, or any successor index, which are
traded on any major U.S. exchange.
For the purpose of the above definition:
(1) 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; and
(2) for the purpose of clause (A) above, any limitations on trading
during significant market fluctuations under 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, will be considered "material".
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Discontinuance of the Index
If S&P discontinues publication of the Index and S&P or another entity
publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be comparable to the Index (any such index being
referred herein as a "Successor Index"), then, upon the Calculation Agent's
notification of such determination to the Trustee (as defined below) and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by S&P or such other entity for the Index and calculate the closing value as
described above under "Supplemental Redemption Amount". Upon any selection by
the Calculation Agent of a Successor Index, the Company shall promptly cause
notice to be given to Holders of the MITTS Securities by publication in a United
States newspaper of national circulation.
In the event that S&P discontinues publication of the Index and the
Calculation Agent does not select a Successor Index, or the Successor Index is
no longer published on any of the Calculation Days, the Calculation Agent will
compute a substitute value for the Index in accordance with the procedures last
used to calculate the Index before any discontinuance. If a Successor Index is
selected or the Calculation Agent calculates a value as a substitute for the
Index, the Successor Index or value will be used as a substitute for the Index
for all purposes, including for purposes of determining whether a Market
Disruption Event exists.
If S&P discontinues publication of the Index before the Calculation Period
and the Calculation Agent determines that no Successor Index is available at
that time, then on each Business Day (as defined below) until the earlier to
occur of the determination of the Adjusted Ending Value and 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 Supplemental
Redemption Amount as described in the preceding paragraph as if that day were a
Calculation Day. The Calculation Agent will cause notice of each 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 these values to be made available by telephone.
A "Business Day" is any day on which the NYSE and the AMEX are open for
trading.
General
This MITTS Security is one of a duly authorized issue of securities of the
Company, issued and to be issued under an Indenture, dated as of April 1, 1983,
as amended (herein referred to as the "Indenture"), between the Company and The
Chase Manhattan Bank, as Trustee (herein referred to as the "Trustee", which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights thereunder of the Company, the Trustee and the Holders of
the MITTS Securities, and the terms upon which the MITTS Securities are, and are
to be, authenticated and delivered.
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The Company hereby covenants for the benefit of the Holders of the MITTS
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 MITTS Securities.
The MITTS Securities are not subject to redemption by the Company or at the
option of the Holder prior to the Stated Maturity.
In case an Event of Default with respect to any MITTS Securities shall have
occurred and be continuing, the amount payable to a Holder of a MITTS Security
upon any acceleration permitted by the MITTS Securities, with respect to each
$10 principal amount thereof, will be equal to the $10 principal amount and the
Supplemental Redemption Amount, if any, calculated assuming (i) the date of
early repayment is the Stated Maturity of the MITTS Securities and (ii) the
Adjustment Factor will be applied to the values used to calculate the
Supplemental Redemption Amount as if the MITTS Securities had not been
accelerated and had remained outstanding to the Stated Maturity.
In case of default in payment of the MITTS Securities (whether at the
Stated Maturity or upon acceleration), from and after the maturity date the
MITTS Securities shall bear interest, payable upon demand of the Holders
thereof, at the rate of 7% 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 MITTS 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 the
Company and the rights of the Holders of the MITTS 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 MITTS 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 MITTS Securities of each series at the time Outstanding,
on behalf of the Holders of all MITTS 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 MITTS Security shall be conclusive and binding upon
such Holder and upon all future Holders of this MITTS Security and of any MITTS
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 MITTS Security.
No reference herein to the Indenture and no provision of this MITTS
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount plus
the Supplemental Redemption Amount, if any, with respect to this MITTS Security
and any interest on any overdue amount thereof at the time, place, and rate, and
in the coin or currency herein prescribed.
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As provided in the Indenture and subject to certain limitations set forth
therein and on the first page hereof, the transfer of this MITTS Security may be
registered on the Security Register of the Company, upon surrender of this MITTS
Security for registration of transfer at the office or agency of the Company in
the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new MITTS Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The MITTS Securities are issuable only in registered form without coupons
in denominations of $10 and integral multiples thereof. This MITTS Security
shall remain in the form of a global security held by a Depository.
Notwithstanding the foregoing, 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 MITTS Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the MITTS
Securities, this MITTS Security shall be exchangeable for MITTS Securities in
definitive form of like tenor and of an equal aggregate Principal Amount, in
denominations of $10 and integral multiples thereof. Such definitive MITTS
Securities shall be registered in such name or names as the Depository shall
instruct the Trustee. If definitive MITTS Securities are so delivered, the
Company may make such changes to the form of this MITTS Security as are
necessary or appropriate to allow for the issuance of such definitive MITTS
Securities.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
Prior to due presentment of this MITTS Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this MITTS Security is registered as the
owner hereof for all purposes, whether or not this MITTS Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this MITTS Security which are defined in the Indenture
but not in this MITTS Security 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
MITTS Security shall not be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: August 4, 1999
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series
designated therein referred to in the [Copy of Seal]
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
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EXHIBIT (5) & (23)
August 4, 1999
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281
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 July 29, 1999 (the "Terms Agreement") between the
Company and MLPF&S (the "Underwriter"), of $90,000,000 aggregate principal
amount of the Company's S&P 500(R) Market Index Target-Term Securities due
August 4, 2006 (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 (the "Indenture"), and the Company's Registration
Statements on Form S-3 (File Nos. 333-59997 and 333-68747) relating to the
Securities (the "Registration Statements").
<PAGE>
Based upon the foregoing and upon such further investigation as we deemed
relevant in the premises, we are of the opinion that:
1. The Company has been duly incorporated under the laws of the State of
Delaware.
2. The Securities have been duly and validly authorized by the Company and
when the Securities have been duly executed and authenticated in accordance with
the terms of the Indenture and delivered against payment therefor as set forth
in the Underwriting Agreement, as supplemented by the Terms Agreement, the
Securities will constitute valid and legally binding obligations of the Company,
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
Statements and as an exhibit to the Current Report of the Company on Form 8-K
dated August 4, 1999.
Very truly yours,
/s/ Brown & Wood LLP
