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 3, 1994 ---------------- 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 Statement on Form S-3 (File No. 33-49947) filed by Merrill Lynch & Co., Inc. ("ML & Co.") with the Securities and Exchange Commission covering the Constant Maturity U.S. Treasury Yield Increase Warrants, Expiring August 25, 1995 (the "Warrants") issuable under a Warrant Agreement dated as of February 3, 1994 between ML & Co. and Citibank, N.A. (the "Warrant Agreement"). ML & Co. will issue 1,800,000 Warrants pursuant to the Warrant Agreement. The exhibits consist of the form of the Warrant Agreement (including a form of the Warrant) and an opinion of counsel relating to the Warrants. Item 7. Financial Statements, Pro Forma Financial Information -------------------------------------------------------------- and Exhibits ------------ EXHIBITS (4) Instruments defining the rights of security holders, including indentures. Form of Warrant Agreement dated as of February 3, 1994, including a form of the Warrant certificate. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Brown & Wood relating to the Constant Maturity U.S. Treasury Yield Increase Warrants, Expiring August 25, 1995 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Warrants). 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 Senior Vice President and Treasurer Date: February 3, 1994 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED FEBRUARY 3, 1994 Commission File Number 1-7182 Exhibit Index -------------
Exhibit No. Description Page ----------- ----------- ---- (4) Instruments defining the rights of security holders including indentures. Form of Warrant Agreement dated as of February 3, 1994, including a form of the Warrant certificate. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Brown & Wood relating to the Constant Maturity U.S. Treasury Yield Increase Warrants, Expiring August 25, 1995 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Warrants).
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