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): JANUARY 13, 1997 ---------------- MERRILL LYNCH & CO., INC. ---------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 1-7182 13-2740599 -------------------------------------------------------------------- (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 -------------------------------------------------------------------- (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.) ITEM 5. OTHER EVENTS Exhibits are filed herewith in connection with the Registration Statements on Form S-3 (File Nos. 33-65135 and 333-13649) 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, formerly known as Chemical Bank (successor by merger to Manufacturers Hanover Trust Company) (the "Indenture"). ML & Co. will issue $500,000,000 aggregate principal amount of 7% Notes due January 15, 2007 under the Indenture. The exhibits consist of the form of Notes and an opinion of counsel relating thereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBITS (4) Instruments defining the rights of security holders, including indentures. Form of Merrill Lynch & Co., Inc.'s 7% Notes due January 15, 2007. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Brown & Wood LLP relating to the 7% Notes due January 15, 2007 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statements relating to such Notes). 2 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: January 13, 1997 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED JANUARY 13, 1997 COMMISSION FILE NUMBER 1-7182 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE (4) Instruments defining the rights of security holders, including indentures. Form of Merrill Lynch & Co., Inc.'s 7% Notes due January 15, 2007. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Brown & Wood LLP relating to the 7% Notes due January 15, 2007 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statements relating to such Notes).