<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): May 26, 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 10281-1220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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Exhibits are filed herewith in connection with the Registration Statements
on Form S-3 (File Nos. 333-59997 and 333-68747) 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 $31,000,000 aggregate principal amount of Major 11 International
Market Index Target-Term Securities(R) due May 26, 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 Major 11
International Market Index Target-Term Securities(R)
due May 26, 2006.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating to the Major 11
International Market Index Target-Term Securities(R)
due May 26, 2006 (including consent for inclusion of
such opinion in this report and in Merrill Lynch & Co.,
Inc.'s Registration Statement relating to such
Securities).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
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(Registrant)
By: /s/John C. Stomber
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John C. Stomber
Senior Vice President
and
Treasurer
Date: May 26, 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 MAY 26, 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 Major 11 International
Market Index Target-Term Securities(R) due May 26, 2006.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Brown & Wood LLP relating to the Major 11
International Market Index Target-Term Securities(R) due
May 26, 2006 (including consent for inclusion of such
opinion in this report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such Securities)
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EXHIBIT (4)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R- 3,100,000 Units
CUSIP 590188 454 (Each Unit representing $10
principal amount of MITTS Securities)
MERRILL LYNCH & CO., INC.
Major 11 International(R) Market Index Target-Term Securities(R)
due May 26, 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 registered assigns, the principal sum of THIRTY ONE MILLION
DOLLARS ($31,000,000) (the "Principal Amount") plus the Supplemental Redemption
Amount, as defined below, on May 26, 2006 (the "Stated Maturity").
Payment of the Principal Amount and the Supplemental Redemption Amount and
any interest on any overdue amount thereof with respect to this MITTS 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 Major 11 International Market
Index Target-Term Securities(R) due May 26, 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 126.56.
The Adjusted Ending Value will be determined by Merrill Lynch, Pierce,
Fenner & Smith, Incorporated (the "Calculation Agent") and will equal the
average (arithmetic mean) of the closing values of the Major 11 International
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 (as defined below) during the Calculation Period (as defined
below). If there are fewer than five Calculation Days, then the Adjusted Ending
Value will equal the average (arithmetic mean) of the closing values of the
Major 11 International Index on such Calculation Days, as reduced by the
application of the Adjustment Factor on each Calculation Day, and if there is
only one Calculation Day, then the Adjusted Ending Value will equal the closing
value of the Major 11 International Index on such Calculation Day, as reduced by
the application of the Adjustment Factor on such Calculation Day. If no
Calculation Days occur during the Calculation Period, then the Adjusted Ending
Value will equal the closing value of the Major 11 International 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
such day, regardless of the occurrence of a Market Disruption Event (as defined
below) on such day.
The "Adjustment Factor" equals 1.5% per annum and will be applied over the
entire term of the MITTS Securities on a pro rated basis based on a 365-day year
to reduce the closing values of the Major 11 International Index used to
calculate the Supplemental Redemption Amount 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 a day on which the New York Stock Exchange
("NYSE") and the American Stock Exchange ("AMEX") are open for trading and the
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Major 11 International 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 manifest error, shall be conclusive for all purposes and
binding on the Company and beneficial owners of the MITTS Securities.
Adjustments to the Index; Market Disruption Events
If at any time AMEX changes its method of calculating the Major 11
International Index, or the value of the Major 11 International Index changes,
in any material respect, or if the Major 11 International 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 Major 11 International Index had any
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 of the Major 11 International 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 Major 11 International Index as if no
changes or modifications had been made, and calculate such closing value with
reference to the Major 11 International Index, as so adjusted. Accordingly, if
the method of calculating the Major 11 International Index is modified so that
the value of the Major 11 International 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 such Index in order to arrive at a value of
the Major 11 International Index as if it had not been modified (e.g., as if a
split had not occurred).
"Market Disruption Event" means, with respect to any sub-index, the
occurrence or existence of any suspension of, or limitation imposed on, trading,
by reason of movements in price exceeding limits permitted by the relevant
exchange or otherwise, during the one-half hour period that ends at the regular
official weekday time at which trading on the Index Exchange related to that
sub-index occurs, on:
(A) the Index Exchange in securities that comprise 20% or more of the
value of that sub-index or
(B) any exchanges on which futures or options on that sub-index are traded
in those options or futures if, in the determination of the
Calculation Agent, that suspension or limitation is material.
For the purpose of the above definition:
(1) a limitation on the hours and number of days of trading will not
constitute a Market Disruption Event if it results from an announced
change in the regular hours of the relevant exchange and
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(2) a limitation on trading imposed during the course of a day by reason
of movements in price otherwise exceeding levels permitted by the
relevant exchange will constitute a Market Disruption Event.
"Index Exchange" means, with respect to any sub-index, the principal
exchange on which the shares comprising that sub-index are traded.
Discontinuance of the Major 11 International Index
If the AMEX discontinues publication of the Major 11 International Index
and the AMEX or another entity publishes a successor or substitute index that
the Calculation Agent determines, in its sole discretion, to be comparable to
the Major 11 International Index (a "successor index"), then, upon the
Calculation Agent's notification of any determination to the trustee and the
Company, the Calculation Agent will substitute the successor index as calculated
by the AMEX or any other entity for the Major 11 International 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 cause notice to be given to holders of the MITTS Securities.
In the event that the AMEX discontinues publication of the Major 11
International 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 Major 11
International Index in accordance with the procedures last used to calculate the
Major 11 International Index before any discontinuance. If a successor index is
selected or the Calculation Agent calculates a value as a substitute for the
Major 11 International Index as described below, the successor index or value
will be used as a substitute for the Major 11 International Index for all
purposes, including for purposes of determining whether a Market Disruption
Event exists.
If the AMEX discontinues publication of the Major 11 International Index
before the period during which the Supplemental Redemption Amount is to be
determined and the Calculation Agent determines that no successor index is
available at that time, then on each Business Day 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
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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 and restated (herein referred to as the "Indenture"), between the
Company 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 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.
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 beneficial owner 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 Principal Amount and
the Supplemental Redemption Amount, if any, calculated as though the date of
early repayment were the Stated Maturity of the MITTS Securities, provided,
however, that 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 date.
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 beneficial
owners thereof, at the rate of 6.45% 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.
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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 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.
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. As provided in the
Indenture and subject to certain limitations set forth therein and on the first
page hereof, the MITTS Securities are exchangeable for a like aggregate
principal amount of MITTS Securities in authorized denominations, as requested
by the Holder surrendering the same. If (x) any Depository is at any time
unwilling or unable to continue as Depository and a successor depository is not
appointed by the Company within 60 days, (y) the Company executes and delivers
to the Trustee a Company Order to the effect that this 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
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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: May 26, 1999
<TABLE>
<CAPTION>
<S> <C> <C>
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series [Copy of Seal]
designated therein referred to in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
</TABLE>
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EXHIBIT (5) & (23)
May 26, 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 May 20, 1999 (the "Terms Agreement") between the
Company and MLPF&S (the "Underwriter"), of $31,000,000 aggregate principal
amount of the Company's Major 11 International Market Index Target-Term
Securities (R) due May 26, 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 and restated (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 May 26, 1999.
Very truly yours,
/s/ BROWN & WOOD LLP
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